NASDAQ, INC. — Director's Dealing 2026

Feb 13, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2026-02-11

Reporting Person: Smith Bryan Everard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-11	Common Stock, par value $0.01 per share	A	21088	—	Acquired	78758	Direct
2026-02-11	Common Stock, par value $0.01 per share	F	9924	$82.51	Disposed	68834	Direct
2026-02-11	Common Stock, par value $0.01 per share	A	8026	—	Acquired	76860	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) 20,871 shares or units of restricted stock, of which 1,465 are vested, (ii) 51,366 shares of Common Stock underlying PSUs, 43,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.