Adena T. Friedman - Feb 21, 2024 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
Chair and CEO, Director
Signature
/s/ Alex Kogan, by power of attorney
Stock symbol
NDAQ
Transactions as of
Feb 21, 2024
Transactions value $
-$7,458,476
Form type
4
Date filed
2/23/2024, 04:00 PM
Previous filing
Aug 2, 2023
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +266K +15.93% $0.00 1.94M Feb 21, 2024 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability -$7.46M -133K -6.87% $56.04 1.81M Feb 21, 2024 Direct F2, F3
holding NDAQ Common Stock, par value $0.01 per share 73.5K Feb 21, 2024 Held by The A.T. Friedman Irrevocable Trust No.1 F4
holding NDAQ Common Stock, par value $0.01 per share 73.5K Feb 21, 2024 Held by The A.T. Friedman Irrevocable Trust No.2 F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NDAQ Employee Stock Option (Right to Buy) 307K Feb 21, 2024 Common Stock 307K $67.48 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 806K Feb 21, 2024 Common Stock 806K $22.22 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2021 through December 31, 2023.
F2 Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
F3 Represents (i) 404,213 shares or units of restricted stock, of which 270,820 are vested, (ii) 1,287,986 vested shares underlying PSUs, (iii) 10,000 shares of common stock acquired through open market purchases and (iv) 103,353 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq prior to returning as President in 2014.
F4 Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.
F5 The option vests on January 3, 2027.
F6 Options exercisable.