[Form 4] Nasdaq, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nasdaq, Inc. insider Jeremy Skule, EVP and CSO, reported a sale of 2,105 shares of Nasdaq common stock on 09/02/2025 at a price of $93.22 per share under a Rule 10b5-1(c) trading plan adopted February 10, 2025. After the reported transaction he beneficially owned 90,446 shares, composed of 39,859 restricted shares (5,737 vested), 46,868 shares underlying vested PSUs, and 3,719 shares purchased under the company ESPP.

Positive

• Transaction was executed pursuant to a Rule 10b5-1(c) trading plan, indicating pre-authorized and compliant trading
• Reporting person retains substantial beneficial ownership (90,446 shares) including restricted stock and vested PSUs

Negative

• Insider sale of 2,105 shares represents an actual disposition of company stock
• No information provided on total outstanding ownership percentage, limiting context for materiality

Insights

Corporate Governance Expert

TL;DR: Insider sale completed under a pre-established 10b5-1 plan; holdings remain concentrated in restricted stock and vested PSUs.

The filing shows a single non-derivative sale of 2,105 shares executed on 09/02/2025 at $93.22 per share under a Rule 10b5-1(c) plan adopted on February 10, 2025, indicating the transaction followed a pre-authorized schedule rather than ad hoc trading. The reporting person retains 90,446 shares in aggregate, comprised of restricted shares, vested PSUs, and ESPP shares, which suggests continued material ownership and incentive alignment with the company. From a governance perspective the filing is routine and transparent.

Securities Analyst

TL;DR: Transaction is a routine insider sale under an established plan and does not by itself provide new operational or financial information.

The sale of 2,105 shares reduces the reporting person’s stake modestly while leaving substantial residual holdings: 39,859 restricted shares (5,737 vested), 46,868 vested PSUs, and 3,719 ESPP shares, totaling 90,446 shares after the sale. The use of a 10b5-1(c) plan minimizes questions about opportunistic timing. The filing contains no derivative transactions or other compensatory changes.

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^*

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)
09/02/2025

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	09/02/2025		S(1)		2,105	D	$93.22	90,446(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 February 10, 2025.

2. Represents (i) 39,859 shares or units of restricted stock, of which 5,737 are vested, (ii) 46,868 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	09/04/2025
	** 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).
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.

FAQ

What insider transaction did Jeremy Skule (NDAQ) report on Form 4?

The filing reports a sale of 2,105 shares of Nasdaq common stock on 09/02/2025 at $93.22 per share.

Was the sale by Jeremy Skule (NDAQ) part of a 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on February 10, 2025.

How many Nasdaq shares does Jeremy Skule beneficially own after the reported transaction?

He beneficially owned 90,446 shares following the reported transaction.

What composes Jeremy Skule’s reported holdings after the sale?

Holdings include 39,859 restricted shares (of which 5,737 are vested), 46,868 vested PSUs, and 3,719 ESPP shares.

When was the Form 4 signed on behalf of the reporting person?

The form bears a signature by power of attorney dated 09/04/2025.