Form 4: NASDAQ Director Kathryn Koch Awarded Restricted Stock Units

NASDAQ Director Kathryn Koch was granted 3,167 Restricted Stock Units (RSUs) as part of the company's Equity Incentive Plan, vesting fully on June 11, 2026.

Summary

• Reporting Person: Kathryn A. Koch, a Director of NASDAQ, Inc. (NDAQ).
• Transaction Date: June 11, 2025.
• Transaction Type: Acquisition of 3,167 Restricted Stock Units (RSUs) at a price of $0.00 per unit.
• Vesting Schedule: The newly acquired 3,167 RSUs are scheduled to vest in their entirety on June 11, 2026.
• Total Beneficial Ownership: Following this transaction, Ms. Koch beneficially owns a total of 7,572 RSUs.
• Vested Holdings: Of the total 7,572 RSUs, 4,405 were already vested as of the filing date.
• Purpose: The RSUs were granted pursuant to NASDAQ's Equity Incentive Plan.

Sentiment

Score: 7

Explanation: The filing reports a standard equity grant to a director, which is a positive for aligning interests but not a significant market-moving event on its own.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Kathryn A. Koch aligns her interests with those of shareholders, incentivizing long-term performance and retention.
• The award is part of the company's Equity Incentive Plan, indicating a standard practice for executive and director compensation.

Negatives

• No explicit negative aspects are detailed in this Form 4 filing, as it reports a standard equity compensation grant.

Risks

• This Form 4 filing primarily reports an equity grant and does not detail specific company risks. General risks associated with equity compensation include potential dilution from future share issuances and market value fluctuations impacting the value of the RSUs.

Future Outlook

The future outlook related to this filing is the vesting of the newly granted 3,167 Restricted Stock Units on June 11, 2026, which will convert into common stock for Director Kathryn A. Koch.

Management Comments

• This Form 4 filing reports an individual's transaction and does not contain direct management comments or statements.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in the financial services and technology industries, aligning executive and board member incentives with long-term company performance and shareholder value creation. This type of compensation is standard for publicly traded companies like NASDAQ.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of an equity incentive plan is a widely accepted compensation practice across global industries, including financial exchanges and technology companies.
• While specific grant sizes vary based on company size, director responsibilities, and compensation policies, the mechanism of granting performance-based or time-vested equity is consistent with benchmarks set by peers such as Intercontinental Exchange (ICE), Cboe Global Markets (CBOE), and London Stock Exchange Group (LSEG), which also utilize similar equity compensation structures for their directors and executives to foster long-term alignment.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings or regulatory matters are mentioned in this Form 4 filing.

Related Party Transactions

• The grant of Restricted Stock Units (RSUs) to Director Kathryn A. Koch is a related party transaction, as it involves compensation from the issuer (NASDAQ, Inc.) to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns their interests with long-term shareholder value creation, as the value of the compensation is tied to the company's stock performance.
• Employees: While this specific grant is for a director, it is made under the company's Equity Incentive Plan, which typically benefits employees as well, fostering a culture of shared ownership and performance.

Next Steps

• The next key event related to this transaction is the vesting of the 3,167 Restricted Stock Units on June 11, 2026, at which point they will convert into shares of NASDAQ common stock.

Key Dates

Keywords

NASDAQ, NDAQ, Form 4, SEC filing, Restricted Stock Units, RSU, equity incentive plan, director compensation, insider transaction, Kathryn Koch