Nasdaq (NDAQ) EVP John Zecca details PSU awards and tax share use

Rhea-AI Filing Summary

Nasdaq, Inc. executive John Zecca reported multiple equity award transactions in company stock. On February 11, 2026, he acquired 24,602 shares of Common Stock at $0 through settlement of performance share units tied to goals for the period from January 1, 2023 through December 31, 2025.

On the same date, 9,430 shares were disposed of at $82.51 to cover taxes related to that settlement. He also received an additional 8,026 shares at $0 in connection with performance share units based on goals for January 1, 2024 through December 31, 2025, with underlying shares scheduled to vest on January 4, 2027. After these transactions, he directly held 148,872 shares of Nasdaq Common Stock, including restricted stock and vested and unvested performance share units.

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

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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^*

Zecca John

(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, Global CLO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A(1)		24,602	A	$0	150,276	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		9,430	D	$82.51	140,846	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		8,026	A	$0	148,872(4)	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 the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.

3. Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.

4. Represents (i) 22,271 shares or units of restricted stock, of which 2,152 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.

	/s/ Alex Kogan, by power of attorney	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Nasdaq (NDAQ) EVP John Zecca report on February 11, 2026?

John Zecca reported equity award-related transactions in Nasdaq (NDAQ) stock on February 11, 2026. He acquired 24,602 shares via performance share unit (PSU) settlement and 8,026 additional PSU-related shares, alongside a tax-withholding share disposition.

How many Nasdaq (NDAQ) shares did John Zecca receive from performance share units?

John Zecca received 24,602 Nasdaq (NDAQ) shares from settling PSUs linked to 2023–2025 goals and 8,026 PSU-related shares tied to 2024–2025 goals. These awards were granted under Nasdaq’s Equity Incentive Plan based on specified performance periods.

Why were 9,430 Nasdaq (NDAQ) shares disposed of in John Zecca’s Form 4 filing?

The 9,430 Nasdaq (NDAQ) shares were withheld to satisfy tax obligations arising from the settlement of performance share units. This tax-withholding disposition, coded “F,” used shares valued at $82.51 each instead of cash to cover the related tax liability.

When will the performance share units reported by John Zecca fully vest at Nasdaq (NDAQ)?

The PSUs referenced in footnote 3, tied to performance from January 1, 2024 through December 31, 2025, have underlying shares scheduled to vest on January 4, 2027. Vesting depends on satisfaction of the plan’s performance conditions over that period.

How many Nasdaq (NDAQ) shares did John Zecca directly own after these Form 4 transactions?

After the reported transactions, John Zecca directly held 148,872 Nasdaq (NDAQ) shares. This figure includes restricted stock and shares underlying performance share units, with portions already vested and others subject to future vesting conditions.

What equity awards under Nasdaq’s (NDAQ) Equity Incentive Plan are referenced in John Zecca’s filing?

The filing references performance share units and restricted stock under Nasdaq’s Equity Incentive Plan. PSUs are tied to performance periods from 2023–2025 and 2024–2025, with some shares already delivered and others scheduled to vest in January 2027.