Form 4: NASDAQ Director Johan Torgeby Reports Routine Equity Grant and Tax-Related Share Disposition

NASDAQ Director Johan Torgeby has reported the acquisition of 2,995 Restricted Stock Units and the disposition of 407 shares for tax withholding purposes, bringing his total beneficial ownership to 28,797 shares.

Summary

• Johan Torgeby, a Director at NASDAQ, Inc. (NDAQ), reported transactions on June 11, 2025, as part of a routine SEC Form 4 filing.
• He acquired 2,995 shares of Common Stock through an award of Restricted Stock Units (RSUs) under the Issuer's Equity Incentive Plan, with these RSUs scheduled to vest entirely on June 11, 2026.
• Concurrently, Mr. Torgeby disposed of 407 shares of Common Stock at a price of $86.07 per share to cover withholding taxes related to the vesting of previously granted equity.
• Following these transactions, Mr. Torgeby's beneficial ownership stands at 28,797 shares, which includes 14,797 RSUs (of which 11,802 are vested as of the filing date) and 14,000 shares of common stock acquired through open market purchases.

Sentiment

Score: 5

Explanation: The document is a routine SEC Form 4 filing disclosing an insider transaction (RSU grant and tax-related share disposition). It contains no unexpected positive or negative news, making the sentiment neutral.

Positives

• The grant of 2,995 Restricted Stock Units (RSUs) to Director Johan Torgeby aligns his interests with shareholders, providing a future incentive tied to company performance.
• The RSU grant is part of the Issuer's Equity Incentive Plan, indicating a standard and established compensation practice for directors.

Negatives

• The disposition of 407 shares at $86.07 was solely for tax withholding purposes, which, while a common occurrence, represents a reduction in direct share ownership.

Future Outlook

The 2,995 Restricted Stock Units granted to Director Johan Torgeby are scheduled to vest entirely on June 11, 2026, indicating a future milestone for his equity compensation.

Industry Context

This Form 4 filing represents a routine disclosure of insider transactions, specifically an equity award and a tax-related share disposition, which are common practices for compensating directors and executives in publicly traded companies across various industries, including financial services and exchange operators like NASDAQ.

Related Party Transactions

• The grant of 2,995 Restricted Stock Units to Director Johan Torgeby is a transaction between the company and a related party (a director) as part of his compensation under the Issuer's Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's long-term interests with shareholders, as the value of the RSUs is tied to the company's stock performance. The tax-related share disposition has a minimal dilutive effect.
• Employees: The Equity Incentive Plan, under which the RSUs were granted, is a standard mechanism for employee and director compensation, potentially signaling a stable compensation framework.

Next Steps

• The 2,995 Restricted Stock Units granted to Johan Torgeby are scheduled to vest on June 11, 2026.

Key Dates

Keywords

NASDAQ, NDAQ, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Incentive Plan, Director Compensation, Share Disposition, Tax Withholding, Beneficial Ownership