=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-11
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: NASDAQ, INC. (NDAQ)
CIK: 0001120193
--- Reporting Owner ---
Name: SKULE JEREMY
CIK: 0001736565
Role: Officer (EVP, CSO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock, par value $0.01 per share
Date: 2026-02-11 | Code: A (Grant or award)
Shares: +26,359 | Price: $0.00
Shares Owned After: 105,101 | Ownership: D (Direct)
Footnotes:
[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.
[Transaction #2]
Security: Common Stock, par value $0.01 per share
Date: 2026-02-11 | Code: F (Payment of exercise/tax)
Shares: -12,838 | Price: $82.51
Total Value: $1,059,263.38
Shares Owned After: 92,263 | Ownership: D (Direct)
Footnotes:
[F2] Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
[Transaction #3]
Security: Common Stock, par value $0.01 per share
Date: 2026-02-11 | Code: A (Grant or award)
Shares: +8,026 | Price: $0.00
Shares Owned After: 100,289 | Ownership: D (Direct)
Footnotes:
[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) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
--- Footnotes (Complete Index) ---
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) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
--- Signature ---
/s/ /s/ Alex Kogan, by power of attorney (2026-02-13)
