Form 4: Nasdaq Director Gifts Shares to Family Trusts

Nasdaq Director Michael R. Splinter reported a pre-planned gift of 4,680 common shares to family trusts, effective January 30, 2026.

Summary

• Michael R. Splinter, a Director at Nasdaq, Inc. (NDAQ), reported a gift of common stock pursuant to a Rule 10b5-1(c) plan.
• On January 30, 2026, Splinter disposed of 4,680 shares of Nasdaq common stock from his direct holdings.
• Concurrently, 4,680 shares were acquired indirectly by family trusts, of which Splinter is a trustee, at a price of $0 per share.
• Following these transactions, Splinter directly holds 212,742 Restricted Stock Units (RSUs), with 207,501 of these vested as of the filing date.
• Indirect beneficial ownership through family trusts stands at 15,225 shares after the transaction.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It's a routine insider transaction for estate planning purposes and does not reflect a change in the company's operational or financial performance.

Positives

• The transaction is a gift to family trusts, indicating long-term estate planning rather than an open market sale driven by a lack of confidence.
• The director maintains beneficial ownership of the gifted shares through his role as a trustee of the family trusts.
• The transaction is pre-planned under Rule 10b5-1(c), suggesting a structured and deliberate approach to equity management.

Future Outlook

The filing indicates a pre-planned transaction under Rule 10b5-1(c) with an effective date of January 30, 2026. This suggests a structured approach to managing equity holdings and estate planning by the director.

Industry Context

StockSavvy.ai notes that insider gifts to family trusts, especially when pre-planned under Rule 10b5-1(c), are common for estate planning and wealth transfer purposes. Such transactions typically do not signal a change in the insider's confidence in the company's prospects, particularly when beneficial ownership is retained. This aligns with standard practices for high-net-worth individuals in corporate leadership.

Comparison to Industry Standards

• Insider gifting is a common practice among executives and directors across various industries, including financial services and technology. For example, similar transactions are observed at companies like Intercontinental Exchange (ICE) or Cboe Global Markets (CBOE) where executives manage their equity holdings through trusts for estate planning.
• The use of a Rule 10b5-1(c) plan for such a transaction is also standard practice, providing an affirmative defense against insider trading allegations by pre-scheduling trades.

Related Party Transactions

• Gift of 4,680 shares of common stock by Director Michael R. Splinter to family trusts, of which he is a trustee, effective January 30, 2026.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a transfer of ownership within the director's control for estate planning, not a sale into the open market. It does not signal a change in company fundamentals.

Key Dates

Recommendation

This Form 4 filing reports a routine insider gift of shares to family trusts for estate planning purposes, executed under a Rule 10b5-1(c) plan. It does not indicate any change in the company's fundamentals or the director's confidence, nor does it involve a sale into the open market. Therefore, it provides no basis for a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this filing.

Keywords

Nasdaq, NDAQ, Insider Transaction, Form 4, Director, Stock Gift, Family Trust, Beneficial Ownership, Michael R. Splinter, 10b5-1 Plan