Nasdaq, Inc. (NDAQ) EVP reports 4,127-share tax withholding and 78,742 owned

Rhea-AI Filing Summary

Nasdaq, Inc. reported an insider stock transaction by its EVP and Chief Strategy Officer. On 12/06/2025, 4,127 shares of common stock were disposed of at a price of $90.22 per share, coded as a tax-related transaction. The shares were withheld to cover taxes owed on the settlement of a previously granted equity award under the company’s Equity Incentive Plan.

After this withholding, the officer beneficially owns 78,742 shares of Nasdaq common stock. This total includes 33,495 shares or units of restricted stock (9,116 vested), 41,528 vested performance stock unit shares, and 3,719 shares purchased through the Employee Stock Purchase Plan.

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

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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)
12/06/2025

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	12/06/2025		F(1)		4,127	D	$90.22	78,742(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. 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.

2. Represents (i) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 41,528 shares of Common Stock underlying PSUs, all 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	12/09/2025
	** 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 stock transaction did Nasdaq, Inc. (NDAQ) report in this filing?

The filing shows that Nasdaq, Inc.'s EVP and Chief Strategy Officer disposed of 4,127 shares of common stock on 12/06/2025. The transaction is coded as "F," meaning the shares were withheld to satisfy tax obligations arising from the settlement of a previously granted equity award under the company’s Equity Incentive Plan.

At what price were the 4,127 Nasdaq (NDAQ) shares withheld for taxes?

The 4,127 shares of Nasdaq, Inc. common stock were withheld at a price of $90.22 per share in connection with the tax withholding transaction on 12/06/2025.

How many Nasdaq, Inc. (NDAQ) shares does the executive beneficially own after the transaction?

Following the reported transaction, the executive beneficially owns 78,742 shares of Nasdaq, Inc. common stock. This amount reflects holdings after the 4,127 shares were withheld for taxes.

What types of equity awards make up the 78,742 Nasdaq (NDAQ) shares beneficially owned?

The 78,742 beneficially owned shares consist of (i) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 41,528 shares of common stock underlying performance stock units (PSUs), all of which are vested, and (iii) 3,719 shares of common stock purchased under Nasdaq’s Employee Stock Purchase Plan.

What does transaction code "F" mean in this Nasdaq, Inc. (NDAQ) insider report?

In this report, transaction code "F" is explained as shares of common stock being withheld for taxes in connection with the settlement of an equity award previously granted under Nasdaq, Inc.'s Equity Incentive Plan.

Is the Nasdaq, Inc. (NDAQ) executive’s ownership reported as direct or indirect?

The filing reports the executive’s beneficial ownership of 78,742 Nasdaq, Inc. shares as direct ownership.