Form 4: Nasdaq Chair and CEO Adena T. Friedman Reports Stock Transactions
SEC Form 4
Adena T. Friedman, Chair and CEO of Nasdaq, Inc., reports the settlement of performance share units and related tax withholding, impacting her beneficial ownership of company stock.
Summary
- Adena T. Friedman, Chair and CEO of Nasdaq, Inc., filed a Form 4 detailing changes in her beneficial ownership of Nasdaq stock.
- On March 12, 2025, Friedman received 168,125 shares of common stock related to the settlement of performance share units (PSUs) previously granted under Nasdaq's Equity Incentive Plan.
- The number of shares received depended on the achievement of performance goals between January 1, 2022, and December 31, 2024.
- 85,011 shares were withheld for taxes in connection with the PSU settlement at a price of $72.29 per share.
- Following these transactions, Friedman directly owns 1,906,977 shares of Nasdaq common stock.
- She also 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 employee stock options to purchase 306,936 shares at $67.48, vesting on January 3, 2027, and 806,451 shares at $22.22, which are currently exercisable.
Sentiment
Score: 6
Explanation: The sentiment is neutral. It's a routine filing reflecting compensation and tax obligations. The PSU settlement suggests performance targets were met, which is mildly positive.
Positives
- The settlement of performance share units indicates that performance goals were met during the specified period, which is a positive signal.
Negatives
- The withholding of 85,011 shares for taxes reduces the net increase in Friedman's holdings.
Industry Context
Form 4 filings are a routine part of corporate governance, providing transparency into the trading activities of company insiders. Investors monitor these filings to gain insights into management's perspective on the company's stock.
Comparison to Industry Standards
- Similar filings are common among executives at publicly traded companies like Intercontinental Exchange (ICE), CME Group, and London Stock Exchange Group (LSEG).
- The vesting schedules and performance-based equity grants are standard compensation practices to align executive incentives with shareholder value.
Stakeholder Impact
- The transactions have a minor impact on shareholders as they reflect standard executive compensation practices.
Key Dates
| Date | Description |
|---|---|
| January 1, 2022 | Start date of the three-year performance period for the performance share units. |
| December 31, 2024 | End date of the three-year performance period for the performance share units. |
| January 3, 2027 | Vesting date for employee stock options to purchase 306,936 shares at $67.48. |
| 03/12/2025 | Date of the reported transactions: PSU settlement and tax withholding. |
| 03/14/2025 | Date of the Form 4 filing. |
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