Nasdaq (NDAQ) EVP granted RSUs, shares withheld to cover taxes

Rhea-AI Filing Summary

NASDAQ, INC. executive vice president and chief product officer Bryan Everard Smith received a grant of 7,046 shares of common stock in the form of Restricted Stock Units under the company’s Equity Incentive Plan. The RSUs vest 33% on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.

On the same date, 2,149 shares were withheld at $84.89 per share to cover taxes related to a prior equity award. After these transactions, Smith directly holds 75,757 shares or units, including restricted stock, performance stock units and shares purchased through the employee stock purchase plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Bryan Everard

Role EVP, CPO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	7,046	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	2,149	$84.89	$182K

Holdings After Transaction: Common Stock, par value $0.01 per share — 77,906 shares (Direct)

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 RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030. 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. Represents (i) 25,768 shares or units of restricted stock, of which 3,200 are vested, (ii) 45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

RSU award size: 7,046 shares Tax withholding shares: 2,149 shares Tax withholding price: $84.89 per share +4 more

7 metrics

RSU award size 7,046 shares Restricted Stock Units granted April 1, 2026

Tax withholding shares 2,149 shares Shares withheld for taxes on equity award

Tax withholding price $84.89 per share Value used for shares withheld for taxes

Holdings after transactions 75,757 shares Total direct holdings following April 1, 2026 transactions

Restricted stock or units 25,768 shares or units Includes 3,200 vested restricted shares or units

Performance stock units 45,366 shares Common Stock underlying PSUs, 37,340 vested

ESPP shares 4,623 shares Shares purchased under Employee Stock Purchase Plan

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, Performance Stock Units (PSUs), Employee Stock Purchase Plan, +1 more

5 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.

Performance Stock Units (PSUs) financial

"45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested"

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

Employee Stock Purchase Plan financial

"4,623 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.

tax-withholding disposition financial

"Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
04/01/2026

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	04/01/2026		A(1)		7,046	A	$0	77,906	D
Common Stock, par value $0.01 per share	04/01/2026		F(2)		2,149	D	$84.89	75,757(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.

2. 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.

3. Represents (i) 25,768 shares or units of restricted stock, of which 3,200 are vested, (ii) 45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	04/02/2026
	** 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)

FAQ

What stock award did Nasdaq (NDAQ) executive Bryan Smith receive?

Bryan Everard Smith received 7,046 shares of Nasdaq common stock as Restricted Stock Units. The award was granted under Nasdaq’s Equity Incentive Plan and represents a contingent right to receive one share of common stock for each unit, subject to future vesting conditions.

How do Bryan Smith’s new RSUs at Nasdaq (NDAQ) vest over time?

The 7,046 Restricted Stock Units vest in three tranches: 33% on April 1, 2028, another 33% on April 1, 2029, and the remaining balance on April 1, 2030. Vesting requires continued service and follows Nasdaq’s standard long-term incentive schedule.

Why were 2,149 Nasdaq (NDAQ) shares disposed of in this Form 4?

The 2,149 shares shown as a disposition were withheld to cover taxes on a previously granted equity award. This tax-withholding transaction, priced at $84.89 per share, is not an open-market sale but a routine mechanism to satisfy withholding obligations on vested shares.

How many Nasdaq (NDAQ) shares does Bryan Smith hold after these transactions?

Following the award and tax withholding, Bryan Smith directly holds 75,757 shares or units. This includes 25,768 restricted stock or units, 45,366 shares underlying performance stock units, and 4,623 shares purchased through Nasdaq’s Employee Stock Purchase Plan, reflecting his overall equity stake.

Are Bryan Smith’s Nasdaq (NDAQ) transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows an acquisition coded “A” for a stock award under the Equity Incentive Plan and a disposition coded “F” representing shares withheld for tax obligations, both standard compensation-related equity transactions rather than discretionary trading.