Bryan Everard Smith - Apr 1, 2024 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role: Executive Vice President
Signature: /s/ Alex Kogan, by power of attorney
Stock symbol: NDAQ
Transactions as of: Apr 1, 2024
Transactions value $: -$620,138
Form type: 4
Date filed: 4/3/2024, 05:07 PM
Previous filing: Mar 4, 2024
Next filing: May 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	+8.03K	+12.63%	$0.00	71.6K	Apr 1, 2024	Direct	F1
transaction	NDAQ	Common Stock, par value $0.01 per share	Tax liability	-$155K	-2.48K	-3.47%	$62.29	69.1K	Apr 1, 2024	Direct	F2
transaction	NDAQ	Common Stock, par value $0.01 per share	Sale	-$466K	-7.4K	-10.71%	$62.91	61.7K	Apr 1, 2024	Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	Represents shares or units of restricted stock 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	The reported sale was effected pursuant to a Rule 10b5-1 trading plan.
F4	The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.72 to $63.01, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
F5	Represents (i) 20,516 shares or units of restricted stock, of which 4,335 are vested, (ii) 37,296 shares underlying PSUs, all of which are vested and (iii) 3,860 shares purchased under the Employee Stock Purchase Plan.