STOCK TITAN

Nasdaq (NDAQ) EVP reports 1,017-share tax-withholding disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nasdaq, Inc. executive Jeremy Skule reported a routine tax-withholding disposition of company stock. On the settlement of a prior equity award under Nasdaq’s Equity Incentive Plan, 1,017 shares of Common Stock were withheld to cover taxes at an effective price of $86.65 per share.

After this non-market transaction, Skule directly holds 104,573 Nasdaq shares. This includes 37,779 shares or units of restricted stock, of which 11,819 are vested, 63,075 shares of Common Stock underlying performance share units, 55,049 of which are vested, and 3,719 shares purchased under the Employee Stock Purchase Plan.

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Insider SKULE JEREMY
Role EVP, CSO
Type Security Shares Price Value
Tax Withholding Common Stock, par value $0.01 per share 1,017 $86.65 $88K
Holdings After Transaction: Common Stock, par value $0.01 per share — 104,573 shares (Direct)
Footnotes (1)
  1. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan. Represents (i) 37,779 shares or units of restricted stock, of which 11,819 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
Shares withheld for taxes 1,017 shares Tax-withholding disposition on equity award settlement
Effective price per share $86.65 per share Value used for tax-withholding disposition
Shares held after transaction 104,573 shares Total direct holdings following tax withholding
Restricted stock units 37,779 shares/units Restricted stock held, 11,819 vested
Performance share units 63,075 shares Common Stock underlying PSUs, 55,049 vested
ESPP shares 3,719 shares Shares purchased under Employee Stock Purchase Plan
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Equity Incentive Plan financial
"equity award previously granted under the Issuer's Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
restricted stock financial
"37,779 shares or units of restricted stock, of which 11,819 are vested"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
PSUs financial
"63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Employee Stock Purchase Plan financial
"3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SKULE JEREMY

(Last)(First)(Middle)
151 W. 42ND STREET

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CSO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/03/2026F(1)1,017D$86.65104,573(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
2. Represents (i) 37,779 shares or units of restricted stock, of which 11,819 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
/s/ Alex Kogan, by power of attorney04/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Nasdaq (NDAQ) EVP Jeremy Skule report?

Jeremy Skule reported a tax-withholding disposition of Nasdaq shares. 1,017 shares of Common Stock were withheld to cover taxes upon settlement of a previously granted equity award under Nasdaq’s Equity Incentive Plan, rather than being sold in the open market.

How many Nasdaq (NDAQ) shares were withheld for taxes in this Form 4?

The filing shows 1,017 shares of Nasdaq Common Stock withheld for taxes. The effective price per share was $86.65, and the transaction was coded “F,” indicating payment of tax liability by delivering securities instead of an open-market sale.

How many Nasdaq (NDAQ) shares does Jeremy Skule hold after this transaction?

After the tax-withholding disposition, Jeremy Skule directly holds 104,573 Nasdaq shares. This total includes restricted stock, performance share units, and shares purchased via the Employee Stock Purchase Plan, reflecting his ongoing equity-based stake in the company.

What equity awards are included in Jeremy Skule’s Nasdaq (NDAQ) holdings?

His holdings include 37,779 shares or units of restricted stock, 11,819 of which are vested. They also include 63,075 shares of Common Stock underlying performance share units, with 55,049 vested, plus 3,719 shares bought through Nasdaq’s Employee Stock Purchase Plan.

Was the Nasdaq (NDAQ) insider transaction a market sale of shares?

The transaction was not an open-market sale. It is classified as a tax-withholding disposition, where 1,017 shares were withheld to satisfy tax obligations tied to settlement of a prior equity award, a common administrative step for equity compensation.