Nasdaq director granted 2,998 RSUs

NASDAQ, INC. director Johan Torgeby received an award of 2,998 Restricted Stock Units under the company’s Equity Incentive Plan, with all units scheduled to vest on June 10, 2027.

Rhea-AI Filing Summary

NASDAQ, INC. director Johan Torgeby received an award of 2,998 Restricted Stock Units under the company’s Equity Incentive Plan, with all units scheduled to vest on June 10, 2027. Separately, 300 shares were surrendered to cover withholding taxes on previously vested equity, a non-market disposition. Following these updates, Torgeby’s holdings total 43,495 shares and RSUs, including 17,495 RSUs (14,497 vested) and 26,000 shares acquired through prior open-market purchases.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Torgeby Johan

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	300	$86.72	$26K
Grant/Award	Common Stock, par value $0.01 per share	2,998	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 43,495 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.
3. F3. Represents (i) 17,495 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 14,497 are vested as of the filing date of this Form 4 and, (ii) 26,000 shares of common stock acquired through open market purchases.

Key Figures

RSU grant: 2,998 RSUs Tax-withholding shares: 300 shares at $86.72 Total holdings after transactions: 43,495 shares and RSUs +3 more

6 metrics

RSU grant 2,998 RSUs Award under Nasdaq Equity Incentive Plan, vesting on June 10, 2027

Tax-withholding shares 300 shares at $86.72 Shares surrendered to cover withholding taxes on vested equity

Total holdings after transactions 43,495 shares and RSUs Reported total following June 11, 2026 tax-withholding disposition

Total RSUs held 17,495 RSUs Granted under Nasdaq’s Equity Incentive Plan as of filing date

Vested RSUs 14,497 RSUs Portion of RSUs vested as of Form 4 filing date

Open-market shares 26,000 shares Common stock acquired through open market purchases

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, withholding taxes, grant, award, or other acquisition, +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.

withholding taxes financial

"Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

Payment of exercise price or tax liability by delivering securities financial

"transaction code description: Payment of exercise price or tax liability by delivering securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Johan Torgeby report for NASDAQ, INC. (NDAQ)?

Johan Torgeby reported two transactions: a grant of 2,998 Restricted Stock Units and a surrender of 300 shares to cover tax withholding. Both involve equity compensation under Nasdaq’s Equity Incentive Plan rather than open-market buying or selling of NDAQ shares.

How many NASDAQ, INC. RSUs did Johan Torgeby receive in this Form 4 filing?

Torgeby received 2,998 Restricted Stock Units, each representing a contingent right to one share of Nasdaq common stock. These RSUs were granted under the company’s Equity Incentive Plan and form part of his overall equity-based compensation as a director of NASDAQ, INC.

When do Johan Torgeby’s newly granted NASDAQ, INC. RSUs vest?

The 2,998 Restricted Stock Units granted to Torgeby vest in full on June 10, 2027. Vesting means he will become entitled to receive an equal number of Nasdaq common shares at that time, subject to the plan’s terms and any ongoing service requirements.

Why were 300 NASDAQ, INC. shares disposed of in Johan Torgeby’s Form 4?

The 300-share disposition reflects shares surrendered to pay withholding taxes on previously vested equity awards. This tax-withholding transaction is coded as “F” and is not an open-market sale, but an administrative share reduction related to compensation.

What are Johan Torgeby’s total reported NASDAQ, INC. holdings after these transactions?

After these transactions, Torgeby holds 43,495 total shares and RSUs. This includes 17,495 RSUs granted under Nasdaq’s Equity Incentive Plan, of which 14,497 are vested, plus 26,000 shares of common stock acquired through prior open-market purchases.

How much of Johan Torgeby’s NASDAQ, INC. equity is already vested?

Footnotes indicate that of Torgeby’s 17,495 Restricted Stock Units, 14,497 are vested as of the Form 4 filing date. Vested RSUs represent earned awards, while the remaining unvested units and the new 2,998 RSUs depend on future vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:08 PM Learn about SEC filing dates

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^*

Torgeby Johan

(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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/10/2026		A(1)		2,998	A	$0	43,795	D
Common Stock, par value $0.01 per share	06/11/2026		F(2)		300	D	$86.72	43,495(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 entirety of the RSUs vest on June 10, 2027.

2. Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.

3. Represents (i) 17,495 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 14,497 are vested as of the filing date of this Form 4 and, (ii) 26,000 shares of common stock acquired through open market purchases.

	/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)