Form 4: Daly Michelle Lynn reports multiple insider transactions in NDAQ

Rhea-AI Filing Summary

Daly Michelle Lynn reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 11,263 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 15,798 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Daly Michelle Lynn

Role SVP, Controller & PAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	6,919	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	2,580	$82.51	$213K
Grant/Award	Common Stock, par value $0.01 per share	1,764	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 15,798 shares (Direct)

Footnotes (1)

1. 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. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above. 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. Represents (i) 7,212 shares or units of restricted stock, of which 0 are vested, (ii) 6,103 shares of Common Stock underlying PSUs, 4,339 of which are vested and, (iii) 1,667 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Daly Michelle Lynn

(Last) (First) (Middle)

151 W. 42ND ST.

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/11/2026		A(1)		6,919	A	$0	15,798	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		2,580	D	$82.51	13,218	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		1,764	A	$0	14,982(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.

3. 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.

4. Represents (i) 7,212 shares or units of restricted stock, of which 0 are vested, (ii) 6,103 shares of Common Stock underlying PSUs, 4,339 of which are vested and, (iii) 1,667 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Nasdaq (NDAQ) executive Michelle Lynn Daly report?

Michelle Lynn Daly reported equity award activity in Nasdaq common stock, including PSU settlements and a new PSU grant. She received 6,919 shares at $0 upon settlement, had 2,580 shares withheld for taxes, and was credited with 1,764 additional PSUs on February 11, 2026.

How many Nasdaq (NDAQ) shares did Michelle Lynn Daly acquire through PSU settlement?

She acquired 6,919 shares of Nasdaq common stock at a price of $0 through settlement of performance share units. These PSUs were tied to goals over a three-year performance period from January 1, 2023 through December 31, 2025 under Nasdaq’s Equity Incentive Plan.

Why were 2,580 Nasdaq (NDAQ) shares withheld in Michelle Lynn Daly’s Form 4?

The 2,580 shares were withheld to cover taxes related to the PSU settlement. These shares of Nasdaq common stock were treated as a tax-withholding disposition at $82.51 per share in connection with the equity award payout described in the Form 4 footnotes.

What new performance share units did Michelle Lynn Daly receive from Nasdaq (NDAQ)?

She received 1,764 new performance share units previously granted under Nasdaq’s Equity Incentive Plan. The ultimate shares depend on goals over a two-year period from January 1, 2024 through December 31, 2025, with underlying shares scheduled to vest on January 4, 2027.

How many Nasdaq (NDAQ) shares does Michelle Lynn Daly beneficially own after these transactions?

Following the reported transactions, she beneficially owned 14,982 Nasdaq common shares. This total includes 7,212 restricted stock units, 6,103 shares underlying PSUs and 1,667 shares purchased under the Employee Stock Purchase Plan, as detailed in the footnotes.

What performance periods apply to Michelle Lynn Daly’s Nasdaq (NDAQ) PSU awards?

One PSU award is tied to performance from January 1, 2023 through December 31, 2025, a three-year period. Another PSU award is tied to a two-year period from January 1, 2024 through December 31, 2025, with the underlying shares vesting on January 4, 2027.