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NASDAQ, INC. Director's Dealing 2026

Feb 17, 2026

30011_dirs_2026-02-17_bc978524-7c0b-4822-b0c0-166811a5f069.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2026-02-12

Reporting Person: FRIEDMAN ADENA T (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-12 Common Stock, par value $0.01 per share A 228455 Acquired 2153358 Direct
2026-02-12 Common Stock, par value $0.01 per share F 115775 $80.42 Disposed 2037583 Direct
2026-02-12 Common Stock, par value $0.01 per share A 41740 Acquired 2079323 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.01 per share 73500 Indirect
Common Stock, par value $0.01 per share 73500 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right to Buy) $22.22 2027-01-03 Common Stock (206451) 206451 Direct
Employee Stock Option (Right to Buy) $67.48 2032-01-03 Common Stock (306936) 306936 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.

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.