Bryan Everard Smith - Apr 1, 2025 Form 4 Insider Report for NASDAQ, INC. (NDAQ)

Role
EVP, CPO
Signature
/s/ Alex Kogan, by power of attorney
Stock symbol
NDAQ
Transactions as of
Apr 1, 2025
Transactions value $
-$343,510
Form type
4
Date filed
4/3/2025, 04:39 PM
Previous filing
Mar 5, 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 Sale -$151K -2K -3.29% $75.71 58.8K Apr 1, 2025 Direct F1
transaction NDAQ Common Stock, par value $0.01 per share Award $0 +7.23K +12.31% $0.00 66K Apr 1, 2025 Direct F2
transaction NDAQ Common Stock, par value $0.01 per share Tax liability -$106K -1.4K -2.13% $75.86 64.6K Apr 1, 2025 Direct F3
transaction NDAQ Common Stock, par value $0.01 per share Sale -$85.7K -1.13K -1.75% $75.67 63.5K Apr 2, 2025 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 5, 2024.
F2 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.
F3 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.
F4 Represents (i) 24,344 shares or units of restricted stock, of which 3,465 are vested, (ii) 34,806 shares of Common Stock underlying PSUs, all of which are vested, and (iii) 4,300 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.