Form 4: NASDAQ Director Thomas Kloet Reports Acquisition of Restricted Stock Units

NASDAQ Director Thomas A. Kloet has reported the acquisition of 4,549 Restricted Stock Units (RSUs) as part of the company's Equity Incentive Plan, alongside existing direct and indirect holdings.

Summary

• Thomas A. Kloet, a Director of NASDAQ, INC. (NDAQ), reported changes in his beneficial ownership of common stock.
• On June 11, 2025, Mr. Kloet acquired 4,549 Restricted Stock Units (RSUs) at a price of $0.00 per unit, granted under NASDAQ's Equity Incentive Plan.
• These newly acquired RSUs are scheduled to vest in their entirety on June 11, 2026.
• Following this transaction, Mr. Kloet directly beneficially owns 32,005 shares of common stock, which includes 26,005 RSUs (21,456 of which are already vested) and 6,000 shares acquired through open market purchases.
• Additionally, Mr. Kloet indirectly beneficially owns 68,709 shares of common stock through the Thomas A. Kloet Trust, where he serves as trustee and beneficiary.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine insider transaction (RSU grant) which aligns director interests with shareholders, but does not provide new financial performance data.

Positives

• The grant of 4,549 Restricted Stock Units (RSUs) to Director Thomas A. Kloet aligns his interests with long-term shareholder value, as the units vest over time.
• The continued accumulation of shares, both directly and indirectly, by a director demonstrates ongoing confidence in the company's future prospects.

Negatives

• The document does not contain any explicitly negative information regarding the company's performance or outlook; it is a routine insider ownership disclosure.

Risks

• The value of the Restricted Stock Units (RSUs) is contingent on the future performance of NASDAQ's common stock, meaning their ultimate value could be lower if the stock price declines.
• The vesting of RSUs on June 11, 2026, means the director's full ownership of these specific shares is subject to future conditions, typically continued employment or board service.

Future Outlook

The document indicates a future vesting event for the newly granted Restricted Stock Units on June 11, 2026, which represents a future increase in the director's vested share ownership, contingent on the terms of the equity incentive plan.

Industry Context

This Form 4 filing is a standard disclosure of insider stock ownership changes, common across all publicly traded companies. It reflects a routine grant of equity compensation to a director, a common practice in the financial services and exchange industry to align executive and board interests with shareholder value.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of an equity incentive plan is a standard compensation practice for directors and executives across the financial industry, including major exchanges and financial technology companies.
• The vesting schedule, while specific to NASDAQ's plan, is typical for such awards, encouraging long-term commitment.
• The reporting of direct and indirect beneficial ownership, including shares held in a family trust, aligns with standard SEC disclosure requirements for insider holdings.

Related Party Transactions

• The indirect beneficial ownership of 68,709 shares held by the Thomas A. Kloet Trust is a related party transaction, as the reporting person is both trustee and beneficiary of the trust.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's long-term interests with shareholder value, as the value of the compensation is tied to the company's stock performance.
• Employees: While not directly impacting all employees, the equity incentive plan is a common mechanism for employee and executive compensation, potentially signaling a consistent approach to incentivizing key personnel.

Next Steps

• The 4,549 Restricted Stock Units (RSUs) granted on June 11, 2025, 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 Trading, Beneficial Ownership, Restricted Stock Units, RSU, Equity Incentive Plan, Director Compensation, Stock Ownership