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    EVP, CIO Peterson Bradley J covered exercise/tax liability with 10,986 shares and sold $1,022,716 worth of shares (11,508 units at $88.87), decreasing direct ownership by 17% to 111,035 units (SEC Form 4)

    7/3/25 1:11:01 PM ET
    $NDAQ
    Investment Bankers/Brokers/Service
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    Get the next $NDAQ alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    X
    Check this box to indicate that a 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). See Instruction 10.
    1. Name and Address of Reporting Person*
    Peterson Bradley J

    (Last) (First) (Middle)
    151 W. 42ND STREET

    (Street)
    NEW YORK NY 10036

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    NASDAQ, INC. [ NDAQ ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    X Officer (give title below) Other (specify below)
    EVP, CIO
    3. Date of Earliest Transaction (Month/Day/Year)
    07/01/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock, par value $0.01 per share 07/01/2025 F(1) 10,986 D $89.42 122,543 D
    Common Stock, par value $0.01 per share 07/02/2025 S(2) 11,508 D $88.87(3) 111,035(4) D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Explanation of Responses:
    1. 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.
    2. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on November 1, 2024.
    3. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.56 to $89.13, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
    4. Represents (i) 64,744 shares or units of restricted stock, of which 38,372 are vested, (ii) 41,294 shares of Common Stock underlying PSUs, all of which are vested, and (iii) 4,997 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.
    /s/ Alex Kogan, by power of attorney 07/03/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
    Get the next $NDAQ alert in real time by email

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