Adena T. Friedman - Mar 12, 2025 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
Chair and CEO, Director
Signature
/s/ Alex Kogan, by power of attorney
Stock symbol
NDAQ
Transactions as of
Mar 12, 2025
Transactions value $
-$6,145,445
Form type
4
Date filed
3/14/2025, 04:01 PM
Previous filing
Apr 3, 2024
Next filing
Apr 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +168K +9.22% $0.00 1.99M Mar 12, 2025 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability -$6.15M -85K -4.27% $72.29 1.91M Mar 12, 2025 Direct F2, F3
holding NDAQ Common Stock, par value $0.01 per share 73.5K Mar 12, 2025 Held by The A.T. Friedman Irrevocable Trust No.1 F4
holding NDAQ Common Stock, par value $0.01 per share 73.5K Mar 12, 2025 Held by The A.T. Friedman Irrevocable Trust No.2 F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NDAQ Employee Stock Option (Right to Buy) 307K Mar 12, 2025 Common Stock 307K $67.48 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 806K Mar 12, 2025 Common Stock 806K $22.22 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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, 2022 through December 31, 2024.
F2 Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
F3 Represents (i) 422,524 shares or units of restricted stock, of which 293,348 are vested, (ii) 1,371,100 vested shares of common stock underlying PSUs, (iii) 10,000 shares of common stock acquired through open market purchases, and (iv) 103,353 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq prior to returning as President in 2014.
F4 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.
F5 The options vest on January 3, 2027.
F6 The options are currently exercisable.