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NASDAQ (NDAQ) CFO Sarah Youngwood receives 15,267 RSUs in equity award

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

Rhea-AI Filing Summary

NASDAQ, INC. EVP & CFO Sarah Youngwood received an equity award of 15,267 restricted stock units (RSUs). The award was granted at no cash cost per share as part of the company’s equity incentive compensation.

The RSUs vest over three years, with 33% vesting on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030, encouraging long-term alignment with shareholders. After this grant, Youngwood directly holds 74,558 shares or units of NASDAQ common stock, including 74,236 shares or restricted units and 322 shares acquired through the employee stock purchase plan.

Positive

  • None.

Negative

  • None.
Insider Youngwood Sarah
Role EVP & CFO
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 15,267 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 per share — 74,558 shares (Direct)
Footnotes (1)
  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 RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030. Represents (i) 74,236 shares or units of restricted stock, 13,341 of which are vested and (ii) 322 shares purchased under the Employee Stock Purchase Plan.
RSUs granted 15,267 units Restricted Stock Units granted to EVP & CFO on April 1, 2026
Price per share $0.0000 per share Grant-type acquisition with no cash exercise price
Shares after transaction 74,558 shares/units Total direct holdings following the RSU grant
Restricted stock holdings 74,236 shares/units Shares or units of restricted stock held, 13,341 vested
Vested restricted stock 13,341 shares Portion of restricted stock or units that is already vested
ESPP shares 322 shares Shares purchased under the Employee Stock Purchase Plan
Vesting 2028 33% of RSUs First vesting tranche on April 1, 2028
Final vesting Remaining RSUs Final tranche vests on April 1, 2030
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.
Employee Stock Purchase Plan financial
"322 shares purchased under the 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Youngwood Sarah
(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 & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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 share04/01/2026A(1)15,267A$074,558(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 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 RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.
2. Represents (i) 74,236 shares or units of restricted stock, 13,341 of which are vested and (ii) 322 shares purchased under the Employee Stock Purchase Plan.
/s/ Alex Kogan, by power of attorney04/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did NASDAQ (NDAQ) EVP & CFO Sarah Youngwood report on this Form 4?

Sarah Youngwood reported receiving 15,267 restricted stock units (RSUs) of NASDAQ common stock as equity compensation. The grant carries no cash exercise price and is part of the company’s Equity Incentive Plan, increasing her direct holdings in NASDAQ shares and units.

How do the new RSUs granted to NASDAQ (NDAQ) CFO vest over time?

The 15,267 RSUs vest in three tranches over several years. Thirty-three percent of the RSUs vest on April 1, 2028, another 33% on April 1, 2029, and the remaining units vest on April 1, 2030, subject to continued service conditions.

How many NASDAQ (NDAQ) shares does Sarah Youngwood hold after this transaction?

After the RSU grant, Sarah Youngwood directly holds 74,558 NASDAQ shares or units. This total includes 74,236 shares or restricted stock units and 322 shares purchased through the Employee Stock Purchase Plan, as described in the filing footnotes.

What is the nature of the equity award reported by NASDAQ (NDAQ) CFO Sarah Youngwood?

The award consists of 15,267 Restricted Stock Units (RSUs) granted under NASDAQ’s Equity Incentive Plan. Each RSU represents a contingent right to receive one share of NASDAQ common stock upon vesting, providing long-term, stock-based compensation rather than immediate cash.

Did NASDAQ (NDAQ) CFO Sarah Youngwood buy or sell shares on the market in this Form 4?

The Form 4 does not show any open-market buys or sells. It reports a grant-type acquisition coded “A,” meaning Youngwood received 15,267 RSUs as compensation, with no cash price per share, instead of executing a market trade.

What other equity holdings are disclosed for NASDAQ (NDAQ) CFO Sarah Youngwood?

Footnotes show Youngwood’s holdings include 74,236 shares or units of restricted stock, of which 13,341 are vested, plus 322 shares purchased under the Employee Stock Purchase Plan. These positions, combined with the new RSUs, reflect her accumulated equity-based compensation.