Nasdaq (NDAQ) CEO exercises options, sells 300,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Nasdaq, Inc. Chair and CEO Adena T. Friedman exercised employee stock options for 300,000 shares of common stock at an exercise price of $22.22 per share and on the same day sold 300,000 shares at a weighted average price of $96.91 per share under a pre-arranged Rule 10b5-1(c) trading plan adopted on September 11, 2025.

After these transactions, she directly holds 1,924,903 shares of Nasdaq common stock and 206,451 employee stock options at a $22.22 exercise price, plus an additional 306,936 options at a $67.48 exercise price that vest on January 3, 2027.

She also has indirect beneficial ownership of 73,500 Nasdaq shares in each of two family trusts established for estate planning purposes.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

FRIEDMAN ADENA T

(Last) (First) (Middle)

151 W. 42ND STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/02/2026		M		300,000	A	$22.22	2,224,903	D
Common Stock, par value $0.01 per share	02/02/2026		S(1)		300,000	D	$96.91(2)	1,924,903(3)	D
Common Stock, par value $0.01 per share								73,500	I	Held by the A.T. Friedman Irrevocable Trust No.1(4)
Common Stock, par value $0.01 per share								73,500	I	Held by The A.T. Friedman Irrevocable Trust No.2(4)

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
Employee Stock Option (Right to Buy)	$22.22	02/02/2026		M			300,000	(5)	01/03/2027	Common Stock	300,000	$0	206,451	D
Employee Stock Option (Right to Buy)	$67.48							(6)	01/03/2032	Common Stock	306,936		306,936	D

Explanation of Responses:

1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.

2. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.50 to $97.86, inclusive. The reporting person undertakes to provide to the Issuer, any of its security holders, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,371,100 shares of Common Stock underlying PSUs, all of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.

4. Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.

5. The option is currently exercisable.

6. The option vests on January 3, 2027.

	/s/ Alex Kogan, by power of attorney	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Nasdaq (NDAQ) CEO Adena Friedman report?

Adena Friedman reported exercising options for 300,000 Nasdaq shares at $22.22 and selling 300,000 shares at a weighted average price of $96.91 under a Rule 10b5-1(c) trading plan adopted on September 11, 2025, according to the Form 4 filing.

How many Nasdaq (NDAQ) shares does Adena Friedman own after this Form 4?

After the reported transactions, Adena Friedman directly owns 1,924,903 shares of Nasdaq common stock. The Form 4 also shows indirect beneficial ownership of 73,500 shares in each of two family trusts, plus significant vested and unvested employee stock options linked to future share rights.

What trading plan governed Adena Friedman’s Nasdaq (NDAQ) share sale?

The 300,000-share sale was carried out under a Rule 10b5-1(c) trading plan adopted on September 11, 2025. Such pre-arranged plans allow insiders to schedule trades in advance, helping separate personal trading decisions from later material, nonpublic information.

At what prices were Adena Friedman’s Nasdaq (NDAQ) shares sold and options exercised?

The Form 4 shows options exercised at $22.22 per share for 300,000 shares. Those shares were then sold at a weighted average price of $96.91, with individual sale prices ranging between $96.50 and $97.86 across multiple transactions on February 2, 2026.

What Nasdaq (NDAQ) stock options does Adena Friedman hold after this filing?

Following the reported exercise, Adena Friedman holds 206,451 employee stock options with a $22.22 exercise price, already exercisable. She also holds 306,936 additional options with a $67.48 exercise price that are scheduled to vest on January 3, 2027, according to the Form 4 footnotes.

How are the Nasdaq (NDAQ) shares in the A.T. Friedman trusts characterized?

The filing lists 73,500 Nasdaq shares in each of two A.T. Friedman Irrevocable Trusts as indirectly owned. These shares were gifted for estate planning, with the reporting person’s spouse serving as trustee and the reporting person’s brother acting as investment advisor for the trusts.