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

NASDAQ's EVP and CSO, Jeremy Skule, sold 2,105 shares of common stock for $85.40 per share under a pre-arranged 10b5-1 trading plan.

Summary

• Jeremy Skule, Executive Vice President and Chief Strategic Officer of NASDAQ, Inc., reported a sale of common stock.
• On November 3, 2025, Mr. Skule disposed of 2,105 shares of NASDAQ common stock.
• The shares were sold at a price of $85.40 per share.
• This transaction was executed pursuant to a Rule 10b5-1(c) trading plan, which was adopted on February 10, 2025.
• Following this transaction, Mr. Skule beneficially owns 84,974 shares of NASDAQ common stock.
• His remaining beneficial ownership includes 37,622 shares or units of restricted stock (5,781 of which are vested), 43,633 shares of Common Stock underlying vested PSUs, and 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a pre-planned sale under a 10b5-1 plan, which is a routine event for executives and does not typically indicate a change in company fundamentals or management's outlook.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled transaction rather than a reaction to new, non-public information.

Negatives

• An insider sale, even if pre-planned, reduces the executive's direct equity stake in the company.

Future Outlook

NA

Industry Context

This is a routine insider transaction for an executive at a major financial technology and exchange company. Such sales under 10b5-1 plans are common for executives managing personal finances and diversifying portfolios.

Comparison to Industry Standards

• Sales under Rule 10b5-1 plans are standard practice for executives across publicly traded companies, including those in the financial services and technology sectors like NYSE Group (ICE) or Cboe Global Markets (CBOE), to avoid accusations of insider trading.
• The volume of shares sold (2,105 shares) represents a small fraction of the executive's total beneficial ownership (84,974 shares remaining), which is typical for routine diversification rather than a significant divestment.

Stakeholder Impact

• Shareholders: A minor reduction in an executive's direct equity stake, but mitigated by the pre-planned nature of the sale. No significant impact on overall share structure or market sentiment is expected from this routine transaction.

Key Dates

Recommendation

This Form 4 filing reports a routine, pre-planned sale of a relatively small number of shares by an executive under a 10b5-1 plan. Such transactions are common for personal financial management and diversification and typically do not signal any material change in the company's prospects or warrant a change in investment recommendation based solely on this filing. The executive retains a substantial beneficial ownership.

Keywords

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