Adena Friedman (NASDAQ: NDAQ) logs PSU stock awards and tax share withholding

Rhea-AI Filing Summary

Nasdaq, Inc. Chair and CEO Adena Friedman reported equity compensation transactions involving company stock. She acquired 228,455 shares of common stock at $0 through the settlement of previously granted performance share units, and 115,775 shares were disposed of at $80.42 to cover tax withholding on that settlement.

She also received a new grant of 41,740 performance share units at $0, which are tied to performance goals through December 31, 2025 and are scheduled to vest on January 4, 2027. Following these transactions, she directly holds over two million shares and employee stock options covering 206,451 shares at $22.22 and 306,936 shares at $67.48. Additional common shares are held indirectly in two family trusts for estate-planning purposes.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider FRIEDMAN ADENA T

Role Chair and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	228,455	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	115,775	$80.42	$9.31M
Grant/Award	Common Stock, par value $0.01 per share	41,740	$0.00	--
holding	Employee Stock Option (Right to Buy)	--	--	--
holding	Employee Stock Option (Right to Buy)	--	--	--
holding	Common Stock, par value $0.01 per share	--	--	--
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 2,153,358 shares (Direct); Employee Stock Option (Right to Buy) — 206,451 shares (Direct); Common Stock, par value $0.01 per share — 73,500 shares (Indirect, Held by the A.T. Friedman Irrevocable Trust No.1)

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) 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. 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. The option is currently exercisable. The option vests on January 3, 2027.

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
Estimated average burden
hours per response:			0.5

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^*

FRIEDMAN ADENA T

(Last) (First) (Middle)

151 W. 42ND STREET

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A(1)		228,455	A	$0	2,153,358	D
Common Stock, par value $0.01 per share	02/12/2026		F(2)		115,775	D	$80.42	2,037,583	D
Common Stock, par value $0.01 per share	02/12/2026		A(3)		41,740	A	$0	2,079,323(4)	D
Common Stock, par value $0.01 per share								73,500	I	Held by the A.T. Friedman Irrevocable Trust No.1(5)
Common Stock, par value $0.01 per share								73,500	I	Held by The A.T. Friedman Irrevocable Trust No.2(5)

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
Employee Stock Option (Right to Buy)	$22.22							(6)	01/03/2027	Common Stock	206,451		206,451	D
Employee Stock Option (Right to Buy)	$67.48							(7)	01/03/2032	Common Stock	306,936		306,936	D

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) 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.

5. 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.

6. The option is currently exercisable.

7. The option vests on January 3, 2027.

	/s/ Alex Kogan, by power of attorney	02/17/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Adena Friedman report in this Nasdaq (NDAQ) Form 4?

Adena Friedman reported equity compensation activity, not open-market trades. She acquired 228,455 Nasdaq common shares at $0 from performance share unit settlement and 41,740 new PSUs, while 115,775 shares were withheld at $80.42 to satisfy related tax obligations.

Were Adena Friedman’s Nasdaq (NDAQ) transactions open-market buys or sells?

The filing shows no open-market buying or selling. Shares were acquired through performance share unit settlements and new PSU grants, while a portion of stock was withheld at $80.42 solely to cover tax liabilities linked to those equity awards.

How many Nasdaq (NDAQ) shares did Adena Friedman receive from performance share units?

She received 228,455 Nasdaq common shares upon settlement of previously granted performance share units. These units were tied to performance goals over a three-year period from January 1, 2023 through December 31, 2025 under Nasdaq’s Equity Incentive Plan.

What new performance share units did Adena Friedman receive at Nasdaq (NDAQ)?

She was granted 41,740 performance share units at $0 under Nasdaq’s Equity Incentive Plan. The ultimate shares depend on performance goals for 2024–2025, and the underlying stock is scheduled to vest on January 4, 2027 if conditions are met.

How many Nasdaq (NDAQ) shares does Adena Friedman hold through options and equity awards?

She holds employee stock options for 206,451 shares at $22.22, currently exercisable, and 306,936 shares at $67.48 vesting January 3, 2027, along with restricted stock and performance share units detailed in the footnotes of the compensation disclosure.

What indirect Nasdaq (NDAQ) holdings related to Adena Friedman are reported?

The disclosure lists 73,500 Nasdaq shares in each of two A.T. Friedman Irrevocable Trusts. These shares were gifted for estate-planning purposes for her child, with her spouse as trustee and her brother as investment advisor, and are reported as indirect holdings.