Bryan Everard Smith - 11 Feb 2026 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
EVP, CPO
Signature
/s/ Alex Kogan, by power of attorney
Issuer symbol
NDAQ
Transactions as of
11 Feb 2026
Net transactions value
-$818,829
Form type
4
Filing time
13 Feb 2026, 16:10:46 UTC
Previous filing
03 Dec 2025
Next filing
04 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Smith Bryan Everard EVP, CPO 151 W. 42ND STREET, NEW YORK /s/ Alex Kogan, by power of attorney 13 Feb 2026 0001799366

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 +21,088 +37% $0.000000 78,758 11 Feb 2026 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability $818,829 -9,924 -13% $82.51 68,834 11 Feb 2026 Direct F2
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +8,026 +12% $0.000000 76,860 11 Feb 2026 Direct F3, F4
* 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 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.
F2 Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
F3 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.
F4 Represents (i) 20,871 shares or units of restricted stock, of which 1,465 are vested, (ii) 51,366 shares of Common Stock underlying PSUs, 43,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.