Nasdaq (NDAQ) director Charlene Begley awarded 2,998 RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nasdaq, Inc. director Charlene T. Begley received an equity award of 2,998 Restricted Stock Units (RSUs). The RSUs were granted under Nasdaq’s Equity Incentive Plan, with each unit representing a contingent right to receive one share of common stock. The entire 2,998-unit award vests on June 10, 2027. Following this grant, Begley holds a total of 48,999 RSUs under the plan, of which 46,001 are reported as vested as of the Form 4 filing date. This is a compensation-related, non-cash acquisition rather than an open-market share purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BEGLEY CHARLENE T

Role null

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

Holdings After Transaction: Common Stock, par value $0.01 per share — 48,999 shares (Direct, null)

Footnotes (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. Represents 48,999 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 46,001 shares are vested as of the filing date of this Form 4.

Key Figures

RSUs granted: 2,998 units Price per share for grant: $0.00 per share Total RSUs after grant: 48,999 units +2 more

5 metrics

RSUs granted 2,998 units Equity Incentive Plan award on June 10, 2026

Price per share for grant $0.00 per share Non-cash RSU award

Total RSUs after grant 48,999 units Holdings following reported transaction

Vested RSUs as of filing 46,001 units Already vested portion of total RSUs

Vesting date for new RSUs June 10, 2027 Full vesting for 2,998-unit award

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, contingent right, vest

4 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

"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."

vest financial

"The entirety of the RSUs vest on June 10, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 04:22 PM

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^*

BEGLEY CHARLENE T

(Last)

(First)

(Middle)

151 W. 42ND STREET

(Street)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/10/2026		A⁽¹⁾		2,998	A	$0	48,999⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 48,999 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 46,001 shares are vested as of the filing date of this Form 4.

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nasdaq (NDAQ) director Charlene Begley report in this Form 4?

Charlene T. Begley reported receiving 2,998 Restricted Stock Units (RSUs) in Nasdaq common stock as a compensation award. The grant is under Nasdaq’s Equity Incentive Plan and does not involve an open-market stock purchase or sale.

How many RSUs did Charlene Begley receive from Nasdaq (NDAQ) in this grant?

She received 2,998 RSUs, each representing a contingent right to one share of Nasdaq common stock. This award was granted at no cash cost to her, as part of Nasdaq’s Equity Incentive Plan for directors and executives.

When do Charlene Begley’s new Nasdaq (NDAQ) RSUs vest?

The 2,998 RSUs vest in full on June 10, 2027. Vesting means the units convert into the right to receive actual shares of Nasdaq common stock, assuming continued service and satisfaction of any plan conditions.

How many Nasdaq (NDAQ) RSUs does Charlene Begley hold after this transaction?

After the grant, she holds 48,999 RSUs under Nasdaq’s Equity Incentive Plan. Of these, 46,001 RSUs are already vested as of the Form 4 filing date, with the newly granted 2,998 RSUs scheduled to vest in 2027.

Was this Nasdaq (NDAQ) Form 4 a stock purchase or sale by Charlene Begley?

No, it was not an open-market purchase or sale. The Form 4 reports a grant of 2,998 RSUs as compensation, coded as an acquisition (A) rather than a market trade, with no price paid per share in the transaction.