Nasdaq executive sells 1,556 shares under plan

Bryan Everard Smith, EVP and CPO of Nasdaq, Inc., reported a sale of 1,556 shares of common stock on August 3, 2026 at $95.07 per share, reported as a sale in open market or private transaction.

Rhea-AI Filing Summary

Bryan Everard Smith, EVP and CPO of Nasdaq, Inc., reported a sale of 1,556 shares of common stock on August 3, 2026 at $95.07 per share, reported as a sale in open market or private transaction. The transaction was effected under a Rule 10b5-1(c) trading plan adopted on March 12, 2026. Following the sale, he directly beneficially owns 67,647 shares, including 22,563 restricted shares or units, 40,202 shares underlying PSUs and 4,882 shares purchased under the Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Net Seller: 1,556 shares

Net Sell 1 txn

Insider Smith Bryan Everard

Role EVP, CPO

Sold 1,556 shs ($148K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01 per share F1, F2	1,556	$95.07	$148K

Holdings After Transaction: Common Stock, par value $0.01 per share — 67,647 shares (Direct)

Footnotes (2)

1. F1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026.
2. F2. Represents (i) 22,563 shares or units of restricted stock, of which 1,465 are vested, (ii) 40,202 shares of Common Stock underlying PSUs, 32,176 of which are vested, and (iii) 4,882 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

Shares Sold: 1,556 shares Sale Price: $95.07 per share Shares Owned After: 67,647 shares +3 more

6 metrics

Shares Sold 1,556 shares Common stock sale on August 3, 2026

Sale Price $95.07 per share Price for the 1,556-share sale of common stock

Shares Owned After 67,647 shares Direct beneficial ownership following the reported sale

Restricted Stock/Units 22,563 shares or units Part of post-transaction holdings; 1,465 are vested

PSUs Underlying Shares 40,202 shares Shares of common stock underlying PSUs; 32,176 vested

ESPP Shares 4,882 shares Shares purchased under the Employee Stock Purchase Plan

Key Terms

Rule 10b5-1(c) trading plan, restricted stock, PSUs, Employee Stock Purchase Plan

4 terms

Rule 10b5-1(c) trading plan regulatory

"The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan"

A Rule 10b5-1(c) trading plan is a legally defined, pre-set schedule that lets company insiders automatically buy or sell stock at specified times or under set formulas when they are not in possession of undisclosed, sensitive information. Think of it like an automatic payment plan for trades: because the instructions are written in advance, trades under the plan help protect insiders from allegations of trading on secret information and give investors clearer expectations about when insiders will transact, which can affect liquidity and perceived transparency.

restricted stock financial

"Represents (i) 22,563 shares or units of restricted stock, of which 1,465 are vested"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

PSUs financial

"40,202 shares of Common Stock underlying PSUs, 32,176 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

"4,882 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Bryan Everard Smith report for NDAQ?

Bryan Everard Smith reported a sale of 1,556 Nasdaq, Inc. (NDAQ) shares of common stock on August 3, 2026 at $95.07 per share, categorized as a sale in open market or private transaction under a Rule 10b5-1(c) trading plan.

How many NDAQ shares did Bryan Everard Smith sell and at what price?

He sold 1,556 shares of Nasdaq, Inc. (NDAQ) common stock at an average price of $95.07 per share. This was reported as a sale transaction, with pricing disclosed on a per-share basis and subject to the Rule 10b5-1(c) trading plan noted in the footnotes.

How many NDAQ shares does Bryan Everard Smith hold after this sale?

After the transaction, Bryan Everard Smith directly beneficially owns 67,647 Nasdaq, Inc. (NDAQ) shares. This total includes restricted stock or units, performance stock units (PSUs) and shares purchased through the Employee Stock Purchase Plan, as detailed in the accompanying ownership footnote.

Was Bryan Everard Smith’s NDAQ stock sale under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026. The Form 4 also affirms the Rule 10b5-1 checkbox, indicating the transaction followed a pre-arranged trading plan.

What is the composition of Bryan Everard Smith’s remaining NDAQ holdings?

His 67,647 Nasdaq, Inc. (NDAQ) shares include 22,563 shares or units of restricted stock (1,465 vested), 40,202 shares underlying PSUs (32,176 vested), and 4,882 shares purchased under the company’s Employee Stock Purchase Plan, according to the detailed ownership footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 04:05 PM Accepted by SEC EDGAR 08/05/2026 - 04:05 PM Learn about SEC filing dates

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).

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^*

Smith Bryan Everard

(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)
	EVP, CPO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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	08/03/2026		S(1)		1,556	D	$95.07	67,647(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026.

2. Represents (i) 22,563 shares or units of restricted stock, of which 1,465 are vested, (ii) 40,202 shares of Common Stock underlying PSUs, 32,176 of which are vested, and (iii) 4,882 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	08/05/2026
	** 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)