Adena T. Friedman - Apr 1, 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
Apr 1, 2025
Transactions value $
-$1,021,758
Form type
4
Date filed
4/3/2025, 04:36 PM
Previous filing
Mar 14, 2025
Next filing
Apr 7, 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 +39.5K +2.07% $0.00 1.95M Apr 1, 2025 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Tax liability -$1.02M -13.5K -0.69% $75.86 1.93M Apr 1, 2025 Direct F2, F3
holding NDAQ Common Stock, par value $0.01 per share 73.5K Apr 1, 2025 Held by The A.T. Friedman Irrevocable Trust No.1 F4
holding NDAQ Common Stock, par value $0.01 per share 73.5K Apr 1, 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 Apr 1, 2025 Common Stock 307K $67.48 Direct F5
holding NDAQ Employee Stock Option (Right to Buy) 806K Apr 1, 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 an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2027, 33% on April 1, 2028, and the remainder on April 1, 2029.
F2 Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
F3 Represents (i) 448,507 shares or units of restricted stock, of which 306,330 are vested, (ii) 1,371,100 shares of Common Stock underlying PSUs, all 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.
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 option vests on January 3, 2027.
F6 The option is currently exercisable.