Form 4: NASDAQ Director Reports Receipt of Shares for Thoma Bravo, Disclaims Personal Beneficial Ownership

A recent SEC Form 4 filing reveals NASDAQ Director Paul Holden Spaht Jr. received 447,240 shares in a pro rata distribution, disclaiming personal beneficial ownership as the shares are held for Thoma Bravo, L.P.

Summary

• NASDAQ, Inc. (NDAQ) Director and 10% Owner, Paul Holden Spaht Jr., filed a Form 4 reporting a change in beneficial ownership.
• On June 4, 2025, Mr. Spaht received 447,240 shares of NASDAQ Common Stock, par value $0.01 per share, in a pro rata distribution for no consideration.
• Following this transaction, the reported amount of securities beneficially owned by Mr. Spaht is 7,406 shares.
• Mr. Spaht explicitly disclaims beneficial ownership of both the 447,240 shares received and the 7,406 shares reported as beneficially owned, stating they are held for the benefit of Thoma Bravo, L.P.

Sentiment

Score: 5

Explanation: The document is a neutral, factual report of an insider transaction with a clear disclaimer of beneficial ownership, indicating no direct positive or negative implications for the company's operations or financial health.

Management Comments

• Paul Holden Spaht Jr. stated, "The reported securities were received in a pro rata distribution for no consideration."
• Paul Holden Spaht Jr. also stated, "The reported securities are held by the reporting person for the benefit of Thoma Bravo, L.P. Accordingly, the reporting person disclaims beneficial ownership of, and all right, title and interest in, the securities 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 filing is a routine disclosure required for insiders under Section 16(a) of the Securities Exchange Act of 1934, reporting changes in beneficial ownership. Such filings provide transparency into insider holdings but do not typically reflect operational or strategic changes for the company itself. The involvement of Thoma Bravo, a prominent private equity firm, highlights the investment community's interest in NASDAQ.

Related Party Transactions

• The transaction involves shares held by the reporting person for the benefit of Thoma Bravo, L.P., indicating a relationship between the director and the investment firm.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is a technical reporting of shares held on behalf of an investment firm, not a personal acquisition or disposition that would affect market liquidity or valuation.

Key Dates

Keywords

NASDAQ, NDAQ, Form 4, Beneficial Ownership, Insider Transaction, Director, Thoma Bravo, Stock Distribution