Form 4: Adena Friedman Trades NASDAQ Stock

Adena T. Friedman, Chair and CEO of NASDAQ, Inc., reported transactions involving the company's common stock and employee stock options.

Summary

• Adena T. Friedman, Chair and CEO of NASDAQ, Inc., reported a transaction on April 3, 2026.
• This transaction involved the withholding of 8,075 shares of common stock for tax purposes, valued at $86.65 per share.
• Following this transaction, Friedman beneficially owns 1,983,866 shares of common stock directly.
• Additionally, Friedman holds 73,500 shares indirectly through The A.T. Friedman Irrevocable Trust No.1 and another 73,500 shares through The A.T. Friedman Irrevocable Trust No.2.
• Friedman also holds an employee stock option to buy 306,936 shares of common stock at an exercise price of $67.48, with the option vesting on January 3, 2027.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine stock transactions for tax purposes and existing option holdings, without indicating significant new strategic moves or performance deviations.

Positives

• Adena Friedman continues to hold a significant number of shares, indicating continued commitment to the company.
• The employee stock option, with an exercise price of $67.48, is currently below the market value implied by the stock withholding transaction ($86.65), suggesting potential for future gains.
• The indirect holdings through trusts suggest estate planning and long-term wealth management strategies.

Negatives

• The withholding of shares for taxes indicates a reduction in the number of shares held directly by the reporting person, although this is a standard practice for equity awards.

Risks

• The value of the employee stock option is subject to market fluctuations in NASDAQ's stock price.
• Potential future tax liabilities associated with the exercise of stock options.

Future Outlook

The employee stock option is exercisable at $67.48 and vests on January 3, 2027, with an expiration date of January 3, 2032. The value of this option will depend on future stock performance.

Industry Context

StockSavvy.ai notes that this Form 4 filing by NASDAQ's CEO is a routine disclosure of insider transactions. Such filings are closely watched by investors for insights into management's confidence in the company's prospects, though tax-related withholdings are standard practice.

Related Party Transactions

• Indirect holdings are through trusts for the benefit of the reporting person's child, where the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor. These are disclosed as related party holdings for transparency.

Stakeholder Impact

• Shareholders: The filing provides transparency into insider holdings and transactions, which can influence investor sentiment. The continued significant ownership by the CEO is generally viewed positively.
• Employees: The existence of employee stock options and equity incentive plans, as referenced in the explanations, is a common form of employee compensation and retention.
• Management: The transaction reflects standard executive compensation practices and estate planning.

Next Steps

• The employee stock option may be exercised by Adena Friedman upon vesting on January 3, 2027, subject to market conditions and personal financial planning.

Key Dates

Keywords

NASDAQ, Form 4, Adena Friedman, Insider Trading, Stock Options, Beneficial Ownership, SEC Filing, Equity Awards, Trusts