Form 4: NASDAQ Director Michael Splinter Receives Significant RSU Grant, Boosting Equity Holdings

NASDAQ, Inc. Director Michael R. Splinter reported the acquisition of 5,241 Restricted Stock Units (RSUs) as part of the company's Equity Incentive Plan, increasing his direct beneficial ownership to 217,422 RSUs.

Summary

• Michael R. Splinter, a Director of NASDAQ, Inc. (NDAQ), acquired 5,241 Restricted Stock Units (RSUs) on June 11, 2025.
• These newly acquired RSUs were granted under NASDAQ's Equity Incentive Plan and are scheduled to vest in full on June 11, 2026.
• Following this transaction, Mr. Splinter directly beneficially owns a total of 217,422 RSUs, of which 212,181 were already vested prior to this new grant.
• Additionally, Mr. Splinter indirectly beneficially owns 10,545 shares of NASDAQ common stock through family trusts, where he serves as a trustee.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates a director receiving an equity grant, aligning their interests with the company's long-term performance. This is a routine compensation event, not indicative of significant operational changes.

Positives

• The grant of 5,241 Restricted Stock Units (RSUs) to a director aligns management's interests with shareholder value, as the value of these units is tied to the company's stock performance.
• The acquisition of additional equity by a director demonstrates continued confidence in the company's future prospects.

Future Outlook

The newly granted 5,241 Restricted Stock Units (RSUs) are scheduled to vest entirely on June 11, 2026, indicating a future equity payout contingent on continued service and company performance.

Industry Context

This Form 4 filing reflects a routine insider transaction, specifically an equity grant, which is a common component of executive and director compensation packages across the financial services and exchange industry. Such grants are designed to align the interests of company leadership with long-term shareholder value.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of an Equity Incentive Plan is a standard practice for compensating directors and executives in publicly traded companies, including those in the financial exchange sector like CME Group, Intercontinental Exchange (ICE), and London Stock Exchange Group (LSEG).
• The vesting schedule, typically over one to several years, is also consistent with industry norms, aiming to retain talent and incentivize long-term performance.

Corporate Governance

Related Party Transactions

• Michael R. Splinter indirectly beneficially owns 10,545 shares of common stock held by family trusts, for which he is a trustee. These shares were previously gifted by the reporting person to these trusts.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the company's stock performance, potentially benefiting shareholders through incentivized long-term growth.
• Employees: While not directly impacting employees, the equity incentive plan framework is a common compensation tool that can also apply to other key personnel, fostering a performance-driven culture.

Next Steps

• The 5,241 Restricted Stock Units (RSUs) are expected to vest on June 11, 2026, at which point they will convert into shares of NASDAQ common stock.

Key Dates

Keywords

NASDAQ, NDAQ, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Equity Incentive Plan, Michael R. Splinter, Director Compensation, Beneficial Ownership