Form 4: Nasdaq Chair and CEO Adena T. Friedman Reports Changes in Beneficial Ownership
SEC Form 4 Filing
Adena T. Friedman, Chair and CEO of Nasdaq, Inc., reports acquisition of restricted stock units and disposition of shares to cover withholding taxes.
Summary
- Adena T. Friedman, Chair and CEO of Nasdaq, Inc., filed a Form 4 detailing changes in her beneficial ownership of the company's stock.
- On April 1, 2024, Friedman acquired 41,740 shares of restricted stock units (RSUs) at $0.00 per share, which vest in three tranches: 33% on April 1, 2026, 33% on April 1, 2027, and the remainder on April 1, 2028.
- Also on April 1, 2024, Friedman disposed of 23,429 shares at $62.29 per share to cover withholding taxes related to the vesting of previously granted equity.
- Following these transactions, Friedman directly owns 1,823,863 shares of common stock.
- Additionally, she indirectly owns 73,500 shares held by The A.T. Friedman Irrevocable Trust No.1 and 73,500 shares held by The A.T. Friedman Irrevocable Trust No.2.
- Friedman also holds options to purchase 306,936 shares at $67.48, vesting on January 3, 2027, and options to purchase 806,451 shares at $22.22, which are exercisable.
Sentiment
Score: 7
Explanation: The sentiment is neutral to slightly positive. The acquisition of RSUs suggests confidence in the company's future, while the sale of shares for tax purposes is a routine transaction.
Positives
- The acquisition of RSUs demonstrates continued alignment of Friedman's interests with those of Nasdaq shareholders.
- The vesting schedule of the RSUs (April 1, 2026, April 1, 2027, and April 1, 2028) suggests a long-term commitment to the company.
Industry Context
Form 4 filings are routine disclosures for corporate insiders and provide transparency into their transactions in company stock. This filing indicates ongoing equity-based compensation for Nasdaq's CEO.
Comparison to Industry Standards
- Equity compensation is a standard practice among publicly traded companies, including Nasdaq's competitors such as Intercontinental Exchange (ICE) and CME Group.
- The vesting schedules and option terms are generally consistent with industry norms for executive compensation packages.
- Comparing the total equity holdings and recent transactions of Nasdaq's CEO to those of peers at ICE and CME Group would provide a more comprehensive assessment of relative compensation and alignment with shareholder interests.
Stakeholder Impact
- The transactions have a minimal direct impact on stakeholders.
- The equity-based compensation structure aligns management's interests with those of shareholders.
Key Dates
| Date | Description |
|---|---|
| 04/01/2024 | Date of RSU acquisition and share disposition for tax withholding. |
| 04/03/2024 | Date of Form 4 filing. |
| 01/03/2027 | Vesting date for options to purchase 306,936 shares at $67.48. |
| 01/03/2032 | Expiration date for options to purchase 306,936 shares at $67.48. |
| 04/01/2026 | First vesting date (33%) for the acquired RSUs. |
| 04/01/2027 | Second vesting date (33%) for the acquired RSUs. |
| 04/01/2028 | Final vesting date (remainder) for the acquired RSUs. |
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