Form 4: NASDAQ Director Paul Spaht Jr. Granted Restricted Stock Units

NASDAQ, Inc. Director Paul Holden Spaht Jr. was granted 2,995 Restricted Stock Units (RSUs) as part of the company's Equity Incentive Plan, vesting fully on June 11, 2026.

Summary

• Paul Holden Spaht Jr., a Director of NASDAQ, Inc. (NDAQ), was granted 2,995 Restricted Stock Units (RSUs) on June 11, 2025.
• These RSUs were awarded pursuant to NASDAQ's Equity Incentive Plan, with each unit representing a contingent right to receive one share of the Issuer's Common Stock.
• The entirety of the 2,995 RSUs are scheduled to vest on June 11, 2026.
• Following this transaction, Mr. Spaht Jr. beneficially owns a total of 10,401 RSUs granted under Nasdaq's Equity Incentive Plan, of which 7,406 were already vested as of the filing date.
• Mr. Spaht Jr. disclaims beneficial ownership of and all right, title, and interest in the restricted stock held for the benefit of Thoma Bravo, L.P.

Sentiment

Score: 6

Explanation: The document reports a standard RSU grant to a director, which is a neutral to slightly positive event as it aligns director interests with shareholders. There are no significant negative or highly positive surprises.

Positives

• The grant of Restricted Stock Units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The award is part of an established Equity Incentive Plan, indicating a structured approach to executive and director compensation.

Risks

• The reporting person disclaims beneficial ownership of the reported restricted stock, stating they are held for the benefit of Thoma Bravo, L.P., which could imply a complex ownership structure or potential future transfer of these specific shares.

Future Outlook

The document primarily reports a past transaction (RSU grant) and a future vesting date. It does not provide broader forward-looking statements or guidance regarding the company's financial performance or strategic direction.

Management Comments

• "Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The entirety of the RSUs vest on June 11, 2026."
• "Represents 10,401 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 7,406 are vested as of the date hereof."
• "Because such restricted stock are held by the reporting person for the benefit of Thoma Bravo, L.P., the reporting person disclaims beneficial ownership of and all right, title, and interest in the restricted stock reported or referenced herein and the filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the reported securities."

Industry Context

This RSU grant is a standard form of equity compensation for directors in publicly traded companies, particularly within the financial services and exchange industry. It reflects a common practice to incentivize and retain key personnel by aligning their long-term interests with company performance.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) is a common and widely accepted form of equity compensation for directors across various industries, including financial exchanges like NYSE Group, Cboe Global Markets, and Intercontinental Exchange (ICE).
• The vesting schedule, with a full vest after one year, is within typical industry ranges for director equity awards, which often range from immediate vesting to multi-year schedules.
• The disclaimer regarding beneficial ownership for the benefit of a private equity firm (Thoma Bravo, L.P.) is specific to this individual's relationship and not a standard industry practice for all directors, though it highlights the diverse backgrounds and affiliations of board members.

Corporate Governance

Related Party Transactions

• The reporting person disclaims beneficial ownership of the restricted stock, stating they are held for the benefit of Thoma Bravo, L.P., indicating a relationship where the shares are managed or held on behalf of a third-party entity.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that enhance shareholder value.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The 2,995 RSUs granted on June 11, 2025, are scheduled to vest on June 11, 2026.

Key Dates

Keywords

NASDAQ, NDAQ, SEC Form 4, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Incentive Plan, Thoma Bravo