Form 4: NASDAQ EVP Sells Shares Under 10b5-1 Plan

NASDAQ EVP Jeremy Skule sold 2,105 shares of common stock and had 1,262 shares withheld for taxes on October 1, 2025, as part of a pre-arranged trading plan.

Summary

• Jeremy Skule, Executive Vice President and Chief Strategy Officer of NASDAQ, Inc. (NDAQ), reported transactions on October 1, 2025.
• Sold 2,105 shares of NASDAQ common stock at a price of $88.22 per share.
• This sale was executed pursuant to a Rule 10b5-1(c) trading plan adopted on February 10, 2025.
• 1,262 shares of common stock were withheld for taxes at a price of $88.45 per share, in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
• Following these transactions, Mr. Skule beneficially owns 87,079 shares of NASDAQ common stock.
• Beneficial ownership includes 38,597 shares or units of restricted stock (of which 6,756 are vested), 44,763 shares of Common Stock underlying vested Performance Share Units (PSUs), and 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (a pre-scheduled sale and tax withholding) by an executive, which are neutral in terms of company-specific sentiment.

Positives

• The sale of 2,105 shares was conducted under a pre-arranged Rule 10b5-1(c) trading plan, indicating a structured and pre-planned transaction rather than an immediate reaction to market conditions.
• Jeremy Skule retains significant beneficial ownership of 87,079 shares, demonstrating continued alignment with shareholder interests.

Negatives

• Jeremy Skule's direct beneficial ownership of common stock decreased by 2,105 shares due to the sale and 1,262 shares due to tax withholding.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This is a routine insider transaction filing, common for executives of publicly traded companies to manage their equity compensation and liquidity needs, often through pre-arranged trading plans like Rule 10b5-1 plans. Such transactions are standard disclosures in the financial industry.

Stakeholder Impact

• Shareholders: Minimal impact as the transaction is routine and pre-scheduled, not indicative of a change in company fundamentals or a shift in executive confidence.
• Management: Reflects a standard compensation and liquidity event for a key executive, consistent with typical equity award management.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions by an executive, including a pre-scheduled sale under a 10b5-1 plan and shares withheld for taxes. Such transactions are common and generally do not indicate a change in the company's fundamental outlook or warrant a change in investment recommendation based solely on this filing. Therefore, a 'hold' recommendation is appropriate as this filing does not provide new information to alter an existing investment thesis.

Keywords

NASDAQ, NDAQ, Insider Trading, Form 4, Stock Sale, Executive Compensation, Jeremy Skule, 10b5-1 Plan