Adena T. Friedman - Apr 1, 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
Apr 1, 2024
Transactions value $
-$1,459,392
Form type
4
Date filed
4/3/2024, 05:00 PM
Previous filing
Feb 23, 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 +41.7K +2.31% $0.00 1.85M Apr 1, 2024 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability -$1.46M -23.4K -1.27% $62.29 1.82M Apr 1, 2024 Direct F2, F3
holding NDAQ Common Stock, par value $0.01 per share 73.5K Apr 1, 2024 Held by The A.T. Friedman Irrevocable Trust No.1 F4
holding NDAQ Common Stock, par value $0.01 per share 73.5K Apr 1, 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 Apr 1, 2024 Common Stock 307K $67.48 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 806K Apr 1, 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 shares or units of restricted stock (RSUs) granted pursuant to Nasdaq's Equity Incentive Plan, which vest as to 33% on April 1, 2026, 33% on April 1, 2027 and the remainder on April 1, 2028.
F2 Represents the surrender of shares to pay withholding taxes in connection with vesting of equity previously granted under Nasdaq's Equity Incentive Plan.
F3 Represents (i) 422,524 shares or units of restricted stock, of which 293,348 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.