Form 4: Nasdaq CEO Friedman Exercises Options, Sells Shares

Nasdaq Chair and CEO Adena T. Friedman exercised stock options and subsequently sold 300,000 shares of common stock on January 2, 2026, under a pre-arranged trading plan.

Summary

• Adena T. Friedman, Chair and CEO of Nasdaq, Inc. (NDAQ), engaged in an insider transaction on January 2, 2026.
• Friedman exercised employee stock options to acquire 300,000 shares of Common Stock at an exercise price of $22.22 per share.
• Concurrently, Friedman sold 300,000 shares of Common Stock at a weighted average price of $96.39 per share, with individual transactions ranging from $95.82 to $97.07.
• The sale was executed pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.
• Following these transactions, Friedman directly beneficially owns 1,924,903 shares of Common Stock.
• Direct beneficial ownership includes 440,450 shares/units of restricted stock (314,204 vested), 1,371,100 vested shares underlying PSUs, 10,000 shares from open market purchases, and 103,353 shares from equity incentive/employee stock purchase plans.
• Friedman also indirectly beneficially owns 147,000 shares held across two irrevocable family trusts (73,500 shares in each trust) for estate planning purposes.
• Remaining direct derivative holdings include 506,451 employee stock options exercisable at $22.22 (expiring 01/03/2027) and 306,936 employee stock options exercisable at $67.48 (vesting 01/03/2027, expiring 01/03/2032).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it involves insider selling, the transaction is pre-planned under a 10b5-1 plan, which mitigates concerns about opportunistic selling. The exercise of options also indicates the executive is realizing value from their compensation.

Positives

• The exercise of stock options indicates that the executive is monetizing vested equity, which is a common practice for long-term compensation.
• The transaction was conducted under a Rule 10b5-1(c) trading plan, indicating a pre-planned sale for personal financial management rather than a reaction to immediate company news.

Negatives

• The sale of 300,000 shares by a key executive, even if pre-planned, could be perceived negatively by some investors as a reduction in direct ownership stake.

Risks

• The sale of shares occurred at a weighted average price, with individual transactions ranging from $95.82 to $97.07, indicating exposure to market price fluctuations during the execution period.

Future Outlook

NA

Industry Context

This filing reflects routine insider trading activity for a senior executive at a major exchange operator. Such transactions are common for executives managing their personal portfolios and compensation, particularly when executed under pre-arranged trading plans.

Related Party Transactions

• Shares totaling 147,000 are held indirectly by the reporting person through two irrevocable family trusts (A.T. Friedman Irrevocable Trust No.1 and No.2) for estate planning purposes. The reporting person's spouse is the trustee, and the reporting person's brother is the investment advisor for these trusts.

Stakeholder Impact

• Shareholders may observe a reduction in the direct ownership stake of the CEO, though the pre-planned nature of the sale under a 10b5-1 plan typically lessens any negative interpretation.
• The transaction is part of the executive's compensation and personal financial planning, with no direct operational impact on employees, customers, suppliers, or creditors.

Key Dates

Recommendation

This Form 4 filing details a pre-planned insider transaction by the CEO, involving the exercise of stock options and subsequent sale of shares. Such transactions, especially when executed under a Rule 10b5-1 plan, are generally considered routine for executive compensation and personal financial management. They typically do not signal a change in the company's fundamental outlook or warrant a strong buy or sell recommendation based solely on this disclosure. Investors should 'hold' and consider broader company performance and market conditions.

Keywords

Nasdaq, NDAQ, Adena Friedman, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, CEO, Director