STOCK TITAN

Nasdaq (NASDAQ: NDAQ) SVP granted RSUs as shares withheld for taxes

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

Rhea-AI Filing Summary

Nasdaq, Inc. SVP Michelle Lynn Daly reported routine equity compensation activity. She received an award of 2,025 Restricted Stock Units (RSUs) under Nasdaq’s Equity Incentive Plan, each representing the right to receive one share of common stock.

The RSUs vest 33% on April 1, 2028, 33% on April 1, 2029, and the balance on April 1, 2030. On the same date, 832 shares were withheld at $84.89 per share to cover taxes on a previously granted equity award, a non-market disposition. Following these events, she holds 11,836 shares and units in total, including 8,405 restricted shares or units (791 vested), 1,764 performance stock units and 1,667 shares purchased through the Employee Stock Purchase Plan.

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Insider Daly Michelle Lynn
Role SVP, Controller & PAO
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 2,025 $0.00 --
Tax Withholding Common Stock, par value $0.01 per share 832 $84.89 $71K
Holdings After Transaction: Common Stock, par value $0.01 per share — 12,668 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) 8,405 shares or units of restricted stock, of which 791 are vested, (ii) 1,764 shares of Common Stock underlying PSUs, none of which are vested and, (iii) 1,667 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
RSU award size 2,025 units Restricted Stock Units granted on April 1, 2026
Tax-withheld shares 832 shares Shares withheld for taxes on equity award settlement
Withholding price $84.89 per share Value used for 832 tax-withheld shares
Post-transaction holdings 11,836 shares and units Total equity position following reported transactions
Restricted stock/units 8,405 units (791 vested) Component of Daly’s equity holdings
Performance stock units 1,764 shares Common stock underlying PSUs, none vested
ESPP shares 1,667 shares Shares purchased under Employee Stock Purchase Plan
RSU vesting dates April 1, 2028; April 1, 2029; April 1, 2030 Scheduled vesting for 2,025 RSUs
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
"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.
PSUs financial
"1,764 shares of Common Stock underlying PSUs, none of which are vested"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Employee Stock Purchase Plan financial
"1,667 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.
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*
Daly Michelle Lynn

(Last)(First)(Middle)
151 W. 42ND ST.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Controller & PAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
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 share04/01/2026A(1)2,025A$012,668D
Common Stock, par value $0.01 per share04/01/2026F(2)832D$84.8911,836(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)
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 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) 8,405 shares or units of restricted stock, of which 791 are vested, (ii) 1,764 shares of Common Stock underlying PSUs, none of which are vested and, (iii) 1,667 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
/s/ Alex Kogan, by power of attorney04/02/2026
** 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)

FAQ

What did Nasdaq (NDAQ) disclose about Michelle Lynn Daly’s new equity award?

Nasdaq reported that SVP Michelle Lynn Daly received 2,025 Restricted Stock Units (RSUs) under its Equity Incentive Plan. Each RSU represents a contingent right to one share of common stock, forming part of her long-term stock-based compensation package.

How will Michelle Lynn Daly’s new Nasdaq (NDAQ) RSUs vest over time?

The 2,025 RSUs will vest in three tranches: 33% on April 1, 2028, another 33% on April 1, 2029, and the remaining balance on April 1, 2030. This extended vesting schedule encourages longer-term alignment with shareholder interests.

Why were 832 Nasdaq (NDAQ) shares withheld from Michelle Lynn Daly?

Nasdaq withheld 832 shares of common stock at $84.89 per share to cover tax obligations related to the settlement of a previously granted equity award. This is a standard tax-withholding mechanism, not an open-market sale of shares.

How many Nasdaq (NDAQ) shares and units does Michelle Lynn Daly hold after these transactions?

After the reported transactions, Michelle Lynn Daly holds 11,836 shares and units in total. This includes restricted stock or units, performance stock units and shares acquired through the Employee Stock Purchase Plan, reflecting her ongoing equity exposure.

What types of Nasdaq (NDAQ) equity awards make up Michelle Lynn Daly’s holdings?

Her holdings comprise 8,405 shares or units of restricted stock (791 vested), 1,764 shares underlying performance stock units with no current vesting, and 1,667 shares purchased under Nasdaq’s Employee Stock Purchase Plan, providing diversified equity-based compensation.