Friedman Adena T. - 02 Feb 2026 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
Chair and CEO, Director
Signature
/s/ Alex Kogan, by power of attorney
Issuer symbol
NDAQ
Transactions as of
02 Feb 2026
Net transactions value
-$22,407,000
Form type
4
Filing time
03 Feb 2026, 16:03:40 UTC
Previous filing
06 Jan 2026
Next filing
17 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
FRIEDMAN ADENA T Chair and CEO, Director 151 W. 42ND STREET, NEW YORK /s/ Alex Kogan, by power of attorney 03 Feb 2026 0001240169

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 Options Exercise $6,666,000 +300,000 +16% $22.22 2,224,903 02 Feb 2026 Direct
transaction NDAQ Common Stock, par value $0.01 per share Sale $29,073,000 -300,000 -13% $96.91 1,924,903 02 Feb 2026 Direct F1, F2, F3
holding NDAQ Common Stock, par value $0.01 per share 73,500 02 Feb 2026 Held by the A.T. Friedman Irrevocable Trust No.1 F4
holding NDAQ Common Stock, par value $0.01 per share 73,500 02 Feb 2026 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
transaction NDAQ Employee Stock Option (Right to Buy) Options Exercise $0 -300,000 -59% $0.000000 206,451 02 Feb 2026 Common Stock 300,000 $22.22 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 306,936 02 Feb 2026 Common Stock 306,936 $67.48 Direct F6
* 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 The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.
F2 The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.50 to $97.86, inclusive. The reporting person undertakes to provide to the Issuer, any of its security holders, or the staff of the 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.
F3 Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,371,100 shares of Common Stock underlying PSUs, all of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer 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 is currently exercisable.
F6 The option vests on January 3, 2027.