Friedman Adena T. - 12 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
12 Feb 2026
Net transactions value
-$9,310,626
Form type
4
Filing time
17 Feb 2026, 16:03:12 UTC
Previous filing
03 Feb 2026
Next filing
10 Mar 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 17 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 Award $0 +228,455 +12% $0.000000 2,153,358 12 Feb 2026 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability $9,310,626 -115,775 -5.4% $80.42 2,037,583 12 Feb 2026 Direct F2
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +41,740 +2% $0.000000 2,079,323 12 Feb 2026 Direct F3, F4
holding NDAQ Common Stock, par value $0.01 per share 73,500 12 Feb 2026 Held by the A.T. Friedman Irrevocable Trust No.1 F5
holding NDAQ Common Stock, par value $0.01 per share 73,500 12 Feb 2026 Held by The A.T. Friedman Irrevocable Trust No.2 F5

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) 206,451 12 Feb 2026 Common Stock 206,451 $22.22 Direct F6
holding NDAQ Employee Stock Option (Right to Buy) 306,936 12 Feb 2026 Common Stock 306,936 $67.48 Direct F7
* 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) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,525,520 shares of Common Stock underlying PSUs, 1,483,780 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.
F5 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.
F6 The option is currently exercisable.
F7 The option vests on January 3, 2027.