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  4. [Form 4] NASDAQ, INC. Insider Trading Activity

Nasdaq (NDAQ) director granted 4,554 RSUs and updates share holdings

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

Rhea-AI Filing Summary

KLOET THOMAS A reported acquisition or exercise transactions in this Form 4 filing.

NASDAQ, INC. director Thomas A. Kloet reported an equity compensation grant and updated share holdings. He received an award of 4,554 Restricted Stock Units (RSUs), with each unit representing a contingent right to one share of common stock, vesting on June 10, 2027. After this grant, he directly holds 36,559 shares of common stock and an additional 68,709 shares are held indirectly through a family trust for which he is trustee and beneficiary. The Form 4 reflects compensation-related share awards and holdings, with no reported open‑market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider KLOET THOMAS A
Role null
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 4,554 $0.00 --
holding Common Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Common Stock, par value $0.01 per share — 36,559 shares (Direct, null); Common Stock, par value $0.01 per share — 68,709 shares (Indirect, By Thomas A. Kloet Trust)
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 (i) 30,559 granted pursuant to Nasdaq's Equity Incentive Plan, of which 26,005 are vested as of the filing date of this Form 4 and, (ii) 6,000 shares of common stock acquired through open market purchases. Reflects shares held by a family trust of which the reporting person is trustee and beneficiary.
RSU award size 4,554 units Restricted Stock Units granted on June 10, 2026
RSU grant price $0.0000 per unit Equity compensation, not an open-market purchase
RSU vesting date June 10, 2027 All granted RSUs vest on this date
Direct shares after grant 36,559 shares Common stock directly held following the transaction
Indirect trust holdings 68,709 shares Common stock held by a family trust
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.
contingent right financial
"Each unit represents a contingent right to receive one share of the Issuer's Common Stock."
family trust financial
"Reflects shares held by a family trust of which the reporting person is trustee and beneficiary."
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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*
KLOET THOMAS A
(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)4,554A$0.0036,559(2)D
Common Stock, par value $0.01 per share68,709IBy Thomas A. Kloet Trust(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)
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 (i) 30,559 granted pursuant to Nasdaq's Equity Incentive Plan, of which 26,005 are vested as of the filing date of this Form 4 and, (ii) 6,000 shares of common stock acquired through open market purchases.
3. Reflects shares held by a family trust of which the reporting person is trustee and beneficiary.
/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 transaction did NDAQ director Thomas A. Kloet report?

Thomas A. Kloet reported receiving an award of 4,554 Restricted Stock Units as equity compensation. These RSUs were granted at no cash cost and represent a contingent right to receive shares of Nasdaq, Inc. common stock once they vest.

When do Thomas A. Kloet’s new NDAQ RSUs vest?

The 4,554 Restricted Stock Units awarded to Thomas A. Kloet vest in full on June 10, 2027. Once vested, each RSU converts into one share of Nasdaq, Inc. common stock, increasing his directly held share count if he retains the stock.

How many NDAQ shares does Thomas A. Kloet hold directly after this Form 4?

After the reported grant, Thomas A. Kloet directly holds 36,559 shares of Nasdaq, Inc. common stock. This total includes shares granted under Nasdaq’s Equity Incentive Plan and 6,000 shares previously acquired through open market purchases.

What are Thomas A. Kloet’s indirect NDAQ holdings through a family trust?

The filing shows 68,709 Nasdaq, Inc. shares held indirectly by a family trust. The trust is described as one for which Thomas A. Kloet is both trustee and beneficiary, meaning these shares are reported as indirect beneficial ownership.

Was the NDAQ Form 4 transaction a market buy or sell of shares?

The Form 4 does not report any open‑market purchases or sales. Instead, it records a grant of 4,554 Restricted Stock Units as compensation and updates existing direct and indirect holdings, including shares in a family trust.

What is the price per share for the NDAQ RSU award to Thomas A. Kloet?

The 4,554 Restricted Stock Units granted to Thomas A. Kloet are reported with a transaction price of $0.0000 per share. This reflects a compensation grant under Nasdaq’s Equity Incentive Plan rather than a cash purchase in the open market.