Director at Nasdaq (NDAQ) receives 5,246 RSUs vesting in 2027

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SPLINTER MICHAEL R reported acquisition or exercise transactions in this Form 4 filing.

NASDAQ, INC. director Michael R. Splinter reported a new stock-based compensation award and updated holdings. He received an award of 5,246 Restricted Stock Units (RSUs) under Nasdaq's Equity Incentive Plan, with the entire grant vesting on June 10, 2027. Each RSU represents a contingent right to receive one share of Nasdaq common stock.

Following this grant, he holds 217,988 RSUs in total, of which 212,742 were vested as of the filing date. In addition, 15,225 shares of common stock are held indirectly through family trusts, which reflect shares he previously gifted and for which he serves as trustee. These transactions reflect equity compensation and prior gifting activity rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SPLINTER MICHAEL R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	5,246	$0.00	--
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 217,988 shares (Direct, null); Common Stock, par value $0.01 per share — 15,225 shares (Indirect, Held by family trusts)

Footnotes (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 217,988 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 212,742 are vested as of the filing date of this Form 4. Reflects shares gifted by the reporting person to family trusts, of which the reporting person is a trustee.

Key Figures

New RSU grant: 5,246 RSUs Total RSUs held: 217,988 RSUs Vested RSUs: 212,742 RSUs +2 more

5 metrics

New RSU grant 5,246 RSUs Award under Nasdaq Equity Incentive Plan vesting June 10, 2027

Total RSUs held 217,988 RSUs Aggregate RSUs granted under Nasdaq's Equity Incentive Plan

Vested RSUs 212,742 RSUs Vested as of the Form 4 filing date

Indirect common shares 15,225 shares Common stock held by family trusts after prior gifts

Direct common shares after grant 217,988 shares-equivalent Total RSUs reported following the 5,246-unit award

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, vest, family trusts

4 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

"Represents an award of Restricted Stock Units (RSUs) 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.

vest financial

"The entirety of the RSUs vest on June 10, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

family trusts financial

"Reflects shares gifted by the reporting person to family trusts, of which the reporting person is a trustee."

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 04:12 PM

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^*

SPLINTER MICHAEL R

(Last)

(First)

(Middle)

151 W. 42ND STREET

(Street)

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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/10/2026		A⁽¹⁾		5,246	A	$0	217,988⁽²⁾	D
Common Stock, par value $0.01 per share								15,225	I	Held by family trusts⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 217,988 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 212,742 are vested as of the filing date of this Form 4.

3. Reflects shares gifted by the reporting person to family trusts, of which the reporting person is a trustee.

	/s/ Alex Kogan, by power of attorney	06/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nasdaq (NDAQ) director Michael R. Splinter report in this Form 4?

Michael R. Splinter reported a grant of 5,246 Restricted Stock Units (RSUs) and updated his stock-based holdings. The filing also reflects indirect ownership of 15,225 shares held in family trusts that received previously gifted shares.

How many RSUs did Michael R. Splinter receive from Nasdaq (NDAQ)?

He received 5,246 Restricted Stock Units (RSUs) under Nasdaq’s Equity Incentive Plan. Each RSU represents a contingent right to one share of common stock, providing additional equity-based compensation tied to future vesting conditions.

When do Michael R. Splinter’s newly granted Nasdaq (NDAQ) RSUs vest?

The entire grant of 5,246 Restricted Stock Units vests on June 10, 2027. Vesting means he becomes entitled to receive one share of Nasdaq common stock for each RSU at that future date, assuming applicable conditions are met.

How many total RSUs does Michael R. Splinter hold in Nasdaq (NDAQ)?

He holds 217,988 RSUs granted under Nasdaq’s Equity Incentive Plan. Of this total, 212,742 RSUs were already vested as of the Form 4 filing date, indicating a substantial portion is currently deliverable as common shares over time.

What indirect Nasdaq (NDAQ) holdings does Michael R. Splinter report?

He reports indirect ownership of 15,225 Nasdaq common shares held by family trusts. These shares reflect gifts he previously made to the trusts, where he serves as trustee, rather than recent market purchases or sales.

Are Michael R. Splinter’s Nasdaq (NDAQ) transactions open-market trades?

No, the Form 4 shows an RSU grant as equity compensation and indirect holdings in family trusts. The filing does not report open-market purchases or sales, but rather stock-based awards and previously gifted shares held in trust.