Nasdaq (NDAQ) Pres. Market Platforms gets 15,267 RSUs; 11,141 shares withheld for taxes

Rhea-AI Filing Summary

NASDAQ, INC. executive Tal Cohen, President of Market Platforms, received an equity compensation award and had shares withheld to cover taxes. He was granted 15,267 Restricted Stock Units, each representing one future share of common stock, with vesting scheduled on April 1 of 2028, 2029 and 2030. In a separate transaction, 11,141 shares of common stock were withheld at $84.89 per share for tax obligations tied to a prior equity award. After these transactions, Cohen directly holds 232,291 shares or units of Nasdaq-related equity, including restricted stock, performance stock units and shares acquired through the employee stock purchase plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tal Cohen

Role Pres. Market Platforms

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	15,267	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	11,141	$84.89	$946K

Holdings After Transaction: Common Stock, par value $0.01 per share — 243,432 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 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) 128,128 shares or units of restricted stock, of which 51,704 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

RSU grant size: 15,267 units Tax withholding shares: 11,141 shares Tax withholding price: $84.89/share +4 more

7 metrics

RSU grant size 15,267 units Restricted Stock Units granted on April 1, 2026

Tax withholding shares 11,141 shares Shares withheld for taxes at $84.89 per share

Tax withholding price $84.89/share Value used for shares withheld for tax obligations

Holdings after transactions 232,291 units/shares Total Nasdaq-related equity held following Form 4 transactions

Restricted stock or units 128,128 units Restricted stock or units held, 51,704 vested

PSUs held 102,535 units Common stock underlying PSUs, 89,693 vested

ESPP shares 1,628 shares Shares purchased under the Employee Stock Purchase Plan

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, PSUs, Employee Stock Purchase Plan, +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.

PSUs financial

"shares of Common Stock underlying PSUs, 89,693 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

"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.

tax withholding disposition financial

"shares of Common Stock withheld for taxes in connection with the settlement of an equity award"

Form 4 Insider Transactions: What Each Field Means →

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^*

Tal Cohen

(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)
	Pres. Market Platforms

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A(1)		15,267	A	$0	243,432	D
Common Stock, par value $0.01 per share	04/01/2026		F(2)		11,141	D	$84.89	232,291(3)	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 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 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.

3. Represents (i) 128,128 shares or units of restricted stock, of which 51,704 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	04/02/2026
	** 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)

FAQ

What did Tal Cohen report in his latest Form 4 for NDAQ?

Tal Cohen reported an equity grant and related tax withholding. He received 15,267 Restricted Stock Units and had 11,141 shares withheld at $84.89 per share to cover taxes on a prior equity award under Nasdaq’s equity incentive plan.

How many Nasdaq (NDAQ) RSUs were granted to Tal Cohen?

Tal Cohen was granted 15,267 Restricted Stock Units. Each RSU represents a contingent right to receive one share of Nasdaq common stock, vesting in three tranches on April 1, 2028, April 1, 2029, and April 1, 2030, subject to continued service and plan terms.

Why were 11,141 NDAQ shares disposed of in Tal Cohen’s Form 4?

The 11,141 shares were withheld solely to pay taxes. They were retained by Nasdaq at $84.89 per share in connection with the settlement of a previously granted equity award, a routine tax-withholding disposition rather than an open-market sale by Cohen.

What are Tal Cohen’s Nasdaq (NDAQ) holdings after these transactions?

After these transactions, Tal Cohen holds 232,291 Nasdaq-related equity units and shares. This includes 128,128 restricted stock or units, 102,535 performance stock units, and 1,628 shares purchased through the employee stock purchase plan, reflecting both vested and unvested components.

When do Tal Cohen’s new NDAQ RSUs vest?

The new Nasdaq RSUs vest in three equal installments over time. Approximately 33% vest on April 1, 2028, another 33% on April 1, 2029, and the remaining units on April 1, 2030, aligning long-term compensation with multi-year performance horizons.

Is Tal Cohen’s Form 4 for NDAQ an open-market stock sale?

No, the Form 4 does not show an open-market stock sale. It reports a grant of 15,267 RSUs and 11,141 shares withheld for taxes on a prior award, a common administrative mechanism in equity compensation rather than discretionary buying or selling.