Form 4: SKULE JEREMY reports multiple insider transactions in NDAQ

Rhea-AI Filing Summary

SKULE JEREMY reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 47,223 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 105,101 shares.

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

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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).

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^*

SKULE JEREMY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A(1)		26,359	A	$0	105,101	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		12,838	D	$82.51	92,263	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		8,026	A	$0	100,289(4)	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 the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.

3. Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.

4. Represents (i) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	02/13/2026
	** 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).
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FAQ

What insider transactions did Nasdaq (NDAQ) EVP Jeremy Skule report?

Jeremy Skule reported PSU-related equity activity. He acquired 26,359 shares at $0 from PSU settlement, had 12,838 shares withheld at $82.51 for taxes, and received 8,026 new PSUs, all as part of Nasdaq’s equity incentive compensation.

How many Nasdaq (NDAQ) shares does Jeremy Skule beneficially own after these Form 4 transactions?

After the reported transactions, Jeremy Skule beneficially owns 100,289 Nasdaq shares. This total includes restricted stock, performance share units (both vested and unvested), and shares purchased under the company’s Employee Stock Purchase Plan, as detailed in the Form 4 footnotes.

What is the nature of the 26,359 Nasdaq (NDAQ) shares acquired by Jeremy Skule?

The 26,359 shares represent settlement of performance share units previously granted under Nasdaq’s Equity Incentive Plan. The final share amount depended on performance goals achieved over a three-year period from January 1, 2023 through December 31, 2025, with no cash purchase involved.

Why were 12,838 Nasdaq (NDAQ) shares disposed of in Jeremy Skule’s Form 4?

The 12,838 shares reported as disposed of were withheld by Nasdaq to cover tax obligations tied to the PSU settlement. This transaction used code F, meaning a tax-withholding disposition, not an open-market sale, and was priced at $82.51 per share.

What are the terms of Jeremy Skule’s new 8,026 Nasdaq (NDAQ) PSUs?

The 8,026 PSUs were granted under Nasdaq’s Equity Incentive Plan at $0. Payout depends on performance from January 1, 2024 through December 31, 2025. The shares underlying these PSUs are scheduled to vest on January 4, 2027, subject to meeting the performance conditions.

How is Jeremy Skule’s 100,289-share Nasdaq (NDAQ) holding composed?

The 100,289 shares include 33,495 restricted stock or units (9,116 vested), 63,075 shares underlying PSUs (55,049 vested), and 3,719 shares bought via the Employee Stock Purchase Plan. This mix shows both time-based and performance-based equity, plus employee share purchases.