Nasdaq director granted 2,998 RSUs in June

NASDAQ, INC. director Paul Holden Spaht Jr. reported an equity compensation grant tied to the company’s stock.

Rhea-AI Filing Summary

NASDAQ, INC. director Paul Holden Spaht Jr. reported an equity compensation grant tied to the company’s stock. He acquired 2,998 Restricted Stock Units (RSUs), each representing a contingent right to receive one share of common stock, with all of these RSUs vesting on June 10, 2027. After this grant, he is shown as holding 13,399 RSUs under Nasdaq’s Equity Incentive Plan, of which 10,401 are already vested as of the filing date. The RSUs are held by the reporting person for the benefit of Thoma Bravo, L.P., and he disclaims beneficial ownership of these restricted shares.

Insider Trade Summary

Grant/Award: 2,998 shares

Grant/Award 1 txn

Insider SPAHT PAUL HOLDEN JR.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	2,998	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 13,399 shares (Direct)

Footnotes (3)

1. F1. Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The entirety of the RSUs vest on June 10, 2027.
2. F2. Represents 13,399 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 10,401 are vested as of the filing date of this Form 4.
3. F3. Because such restricted stock are held by the reporting person for the benefit of Thoma Bravo, L.P., the reporting person disclaims beneficial ownership of and all right, title, and interest in the restricted stock reported or referenced herein and the filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the reported securities.

Key Figures

RSUs granted: 2,998 units Grant price per RSU: $0.00 per unit Total RSUs after grant: 13,399 units +2 more

5 metrics

RSUs granted 2,998 units Equity Incentive Plan award, vests June 10, 2027

Grant price per RSU $0.00 per unit Compensation grant, not market purchase

Total RSUs after grant 13,399 units RSUs under Nasdaq’s Equity Incentive Plan

Vested RSUs 10,401 units Vested as of Form 4 filing date

Vesting date of new grant June 10, 2027 Full vesting of 2,998 RSUs

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, contingent right, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

Restricted Stock Units (RSUs) financial

"Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Equity Incentive Plan financial

"RSUs granted pursuant to 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.

contingent right financial

"Each unit represents a contingent right to receive one share of the Issuer's Common Stock."

Section 16 of the Securities Exchange Act of 1934 regulatory

"the filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

beneficial ownership financial

"the reporting person disclaims beneficial ownership of and all right, title, and interest in the restricted stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What insider transaction did NASDAQ, INC. (NDAQ) report for Paul Holden Spaht Jr.?

NASDAQ, INC. reported that director Paul Holden Spaht Jr. received 2,998 Restricted Stock Units as an equity compensation grant. Each RSU represents a contingent right to one share of common stock under Nasdaq’s Equity Incentive Plan, with the entire award vesting on June 10, 2027.

How many NASDAQ, INC. (NDAQ) RSUs does Paul Holden Spaht Jr. hold after this Form 4?

After the reported grant, Paul Holden Spaht Jr. is shown holding 13,399 Restricted Stock Units under Nasdaq’s Equity Incentive Plan. According to the filing, 10,401 of these RSUs are already vested as of the Form 4 filing date, with the remainder scheduled to vest in the future.

When do the newly granted NASDAQ, INC. (NDAQ) RSUs vest?

The newly granted 2,998 Restricted Stock Units reported in the filing fully vest on June 10, 2027. Until that vesting date, the RSUs are a contingent right to receive shares of Nasdaq common stock, rather than currently issued shares owned outright.

Is the NASDAQ, INC. (NDAQ) Form 4 transaction a market purchase or sale?

The Form 4 shows an acquisition coded as “A,” indicating a grant or award, not a market trade. The 2,998 Restricted Stock Units were granted at a price of $0.00 per unit as equity compensation, rather than being bought or sold in the open market.

How does Thoma Bravo, L.P. relate to the NASDAQ, INC. (NDAQ) RSUs in this filing?

The filing explains that the restricted stock is held by the reporting person for the benefit of Thoma Bravo, L.P. It also states that Paul Holden Spaht Jr. disclaims beneficial ownership and all rights, title, and interest in the restricted stock reported or referenced in the Form 4.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:26 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^*

SPAHT PAUL HOLDEN JR.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		A(1)		2,998	A	$0.00	13,399(2)	D(3)

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 an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The entirety of the RSUs vest on June 10, 2027.

2. Represents 13,399 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 10,401 are vested as of the filing date of this Form 4.

3. Because such restricted stock are held by the reporting person for the benefit of Thoma Bravo, L.P., the reporting person disclaims beneficial ownership of and all right, title, and interest in the restricted stock reported or referenced herein and the filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the reported securities.

	/s/ Alex Kogan, by power of attorney	06/12/2026
	** 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)