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

NASDAQ's EVP and CPO, Bryan Everard Smith, sold 4,633 shares of common stock for $90.57 per share on December 1, 2025, as part of a pre-arranged trading plan.

Summary

• Bryan Everard Smith, Executive Vice President and Chief Product Officer of NASDAQ, Inc., reported the sale of 4,633 shares of common stock.
• The transaction occurred on December 1, 2025, with shares sold at a price of $90.57 each.
• The sale was executed pursuant to a Rule 10b5-1(c) trading plan, which was adopted on August 29, 2025.
• Following this transaction, Smith directly beneficially owns 57,670 shares of NASDAQ common stock.
• This beneficial ownership includes 20,871 shares or units of restricted stock (of which 1,465 are vested), 32,176 shares of Common Stock underlying vested Performance Share Units (PSUs), and 4,623 shares purchased under the Issuer's Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: A routine insider sale under a 10b5-1 plan is generally neutral. It's a pre-planned event and doesn't typically signal new positive or negative information about the company's immediate prospects.

Positives

• The sale was conducted under a Rule 10b5-1(c) trading plan, indicating a pre-scheduled transaction rather than an immediate reaction to new, potentially negative, information.

Negatives

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

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans, are common among executives in publicly traded companies like NASDAQ. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, helping them manage personal finances while avoiding accusations of trading on material non-public information. This specific transaction is a routine disclosure for an executive at a major financial technology and exchange company.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but generally neutral given the 10b5-1 plan, which suggests the sale was not based on new material non-public information.

Key Dates

Recommendation

The sale of shares by an executive under a pre-arranged 10b5-1 trading plan is a routine event and typically does not indicate a change in the company's fundamental outlook or warrant a change in investment recommendation. It's a personal financial management decision rather than a signal of corporate performance.

Keywords

NASDAQ, NDAQ, Insider Trading, Form 4, Stock Sale, Bryan Everard Smith, 10b5-1 Plan, Executive Compensation, Equity Sales