NASDAQ EVP Zecca has 780 shares withheld for taxes

NASDAQ, INC. executive John Zecca, EVP and Global CLO, reported a routine tax-related share disposition.

Rhea-AI Filing Summary

NASDAQ, INC. executive John Zecca, EVP and Global CLO, reported a routine tax-related share disposition. On the equity award settlement date, 780 shares of common stock were withheld at $86.65 per share to cover tax obligations under the company’s Equity Incentive Plan.

Following this withholding, Zecca’s reported holdings total 153,334 shares of common stock-linked interests, consisting of 26,733 restricted stock or units and 126,601 performance share units. Many of these awards are already vested, indicating a substantial ongoing equity stake.

Insider Trade Summary

Exercise Price or Tax Liability: 780 shares

Exercise Price or Tax Liability 1 txn

Insider Zecca John

Role EVP, Global CLO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	780	$86.65	$68K

Holdings After Transaction: Common Stock, par value $0.01 per share — 153,334 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents (i) 26,733 shares or units of restricted stock, of which 5,094 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.

Key Figures

Tax-withheld shares: 780 shares Withholding price: $86.65 per share Total holdings after transaction: 153,334 shares +4 more

7 metrics

Tax-withheld shares 780 shares Shares withheld for taxes on equity award settlement

Withholding price $86.65 per share Value used for tax-withholding disposition

Total holdings after transaction 153,334 shares Common stock-linked interests following tax withholding

Restricted stock/units 26,733 shares or units Part of Zecca’s reported position; 5,094 vested

Vested restricted stock/units 5,094 shares Portion of restricted stock/units that is vested

Performance share units 126,601 shares Common stock underlying PSUs in Zecca’s holdings

Vested PSUs 118,575 shares Portion of PSUs that is vested

Key Terms

tax-withholding disposition, Equity Incentive Plan, restricted stock, performance share units, +1 more

5 terms

tax-withholding disposition financial

"classified as a tax-withholding disposition rather than a market purchase or sale"

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 settlement under the company’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

"Represents (i) 26,733 shares or units of restricted stock, of which 5,094 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.

performance share units financial

"126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

PSUs financial

"126,601 shares of Common Stock underlying PSUs, 118,575 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NASDAQ (NDAQ) EVP John Zecca report?

John Zecca reported a tax-related share disposition, not an open-market trade. 780 shares of NASDAQ common stock were withheld at $86.65 per share to satisfy tax obligations tied to an equity award settlement under the company’s Equity Incentive Plan.

How many NASDAQ (NDAQ) shares were involved in John Zecca’s Form 4 filing?

The Form 4 shows 780 shares of NASDAQ common stock withheld. These shares were delivered back to the company to cover taxes on a previously granted equity award, classified as a tax-withholding disposition rather than a market purchase or sale.

How many NASDAQ (NDAQ) shares does John Zecca hold after this transaction?

After the tax withholding, John Zecca’s reported position is 153,334 shares. This includes 26,733 restricted stock or units and 126,601 performance share units, many of which are vested, reflecting a sizable ongoing equity-based interest in NASDAQ.

Was John Zecca’s NASDAQ (NDAQ) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It is coded F, meaning shares were withheld to pay taxes related to an equity award settlement. This tax-withholding disposition is a routine administrative event under NASDAQ’s Equity Incentive Plan.

What equity awards are referenced in John Zecca’s NASDAQ (NDAQ) Form 4 footnotes?

The footnotes reference 26,733 restricted shares or units, including 5,094 vested, and 126,601 performance share units, with 118,575 vested. These awards fall under NASDAQ’s Equity Incentive Plan and make up Zecca’s reported 153,334-share holding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:06 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Zecca John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Global CLO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	04/03/2026		F(1)		780	D	$86.65	153,334(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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) 26,733 shares or units of restricted stock, of which 5,094 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.

	/s/ Alex Kogan, by power of attorney	04/07/2026
	** Signature of Reporting Person	Date
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)