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Nasdaq (NDAQ) director Kazim Essa awarded 4,151 RSUs, surrenders 622 shares for taxes

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

Rhea-AI Filing Summary

Nasdaq, Inc. director Kazim Essa reported routine equity compensation activity. On June 10, 2026, he received 4,151 shares of common stock as a grant under Nasdaq's Equity Incentive Plan, tied to Restricted Stock Units. On June 11, 2026, 622 shares were surrendered to cover withholding taxes related to a prior equity vesting, not an open-market sale. Following these transactions, he holds 146,917 RSUs granted under the plan, of which 142,766 are vested as of the Form 4 filing date.

Positive

  • None.

Negative

  • None.
Insider Kazim Essa
Role null
Type Security Shares Price Value
Tax Withholding Common Stock, par value $0.01 per share 622 $86.72 $54K
Grant/Award Common Stock, par value $0.01 per share 4,151 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 per share — 146,917 shares (Direct, null)
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 entirety of the RSUs vest on June 10, 2027. Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan. Represents 146,917 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 142,766 are vested as of the filing date of this Form 4.
Equity grant 4,151 shares Common stock granted on June 10, 2026 under Equity Incentive Plan
Grant price $0.0000 per share Reported transaction price per share for 4,151-share grant
Tax withholding shares 622 shares Surrendered June 11, 2026 to pay withholding taxes on prior vesting
Withholding reference price $86.72 per share Price used for 622-share tax-withholding disposition
RSUs outstanding 146,917 RSUs Granted under Nasdaq’s Equity Incentive Plan as of Form 4 filing
Vested RSUs 142,766 RSUs Portion of 146,917 RSUs vested as of filing date
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.
withholding taxes financial
"Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
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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*
Kazim Essa
(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)
XDirector10% 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)
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 share06/10/2026A(1)4,151A$0147,539D
Common Stock, par value $0.01 per share06/11/2026F(2)622D$86.72146,917(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)
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 entirety of the RSUs vest on June 10, 2027.
2. Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.
3. Represents 146,917 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 142,766 are vested as of the filing date of this Form 4.
/s/ Alex Kogan, by power of attorney06/12/2026
** 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 insider transactions did Nasdaq (NDAQ) director Kazim Essa report?

Kazim Essa reported a grant of 4,151 shares of Nasdaq common stock from an equity incentive award and a surrender of 622 shares to cover withholding taxes on a prior vesting, both reflected as routine compensation-related transactions.

Was Kazim Essa’s Nasdaq (NDAQ) Form 4 a market buy or sell of shares?

The Form 4 does not show open-market buying or selling. It reports an equity grant at no cost and a surrender of 622 shares to pay withholding taxes, which is a non-market tax-withholding disposition rather than a discretionary sale.

How many Nasdaq (NDAQ) shares or units does Kazim Essa hold after these transactions?

After these transactions, Kazim Essa is reported as holding 146,917 Restricted Stock Units under Nasdaq’s Equity Incentive Plan, with 142,766 of those RSUs vested as of the Form 4 filing date, indicating a substantial ongoing equity position.

What equity award did Kazim Essa receive from Nasdaq (NDAQ)?

He received 4,151 shares of Nasdaq common stock as part of a Restricted Stock Unit award under the company’s Equity Incentive Plan. Footnotes state each unit represents a contingent right to one share of common stock, with vesting scheduled for June 10, 2027.

Why were 622 Nasdaq (NDAQ) shares surrendered in Kazim Essa’s Form 4?

The 622 shares were surrendered to pay withholding taxes arising from a vesting of previously granted equity under Nasdaq’s Equity Incentive Plan. This is characterized as a tax-withholding disposition, not as an open-market sale of shares for investment purposes.