Form 4: Nasdaq EVP Skule's Equity Changes Post-PSU Vesting

Nasdaq EVP Jeremy Skule reported changes in his beneficial ownership, including the settlement of performance share units and new PSU grants.

Summary

• EVP Jeremy Skule reported changes in his beneficial ownership of Nasdaq, Inc. common stock.
• On February 11, 2026, 26,359 shares of common stock were acquired at a $0 price, representing the settlement of performance share units (PSUs) granted under Nasdaq's Equity Incentive Plan. These PSUs were earned based on performance goals achieved during the three-year period from January 1, 2023, through December 31, 2025.
• Concurrently, 12,838 shares of common stock were disposed of at a price of $82.51 per share to cover tax obligations related to the PSU settlement.
• Additionally, 8,026 new performance share units (PSUs) were acquired at a $0 price, granted under Nasdaq's Equity Incentive Plan for a performance period from January 1, 2024, through December 31, 2025, with these shares vesting on January 4, 2027.
• Following these transactions, Skule's direct beneficial ownership stands at 100,289 shares, which includes 33,495 shares or units of restricted stock (9,116 vested), 63,075 shares of Common Stock underlying PSUs (55,049 vested), and 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful achievement of performance targets for previously granted PSUs and the ongoing alignment of executive incentives with future company performance, which is generally favorable for shareholder confidence.

Positives

• Settlement of 26,359 performance share units indicates the achievement of performance goals over the 2023-2025 period, reflecting successful execution against targets.
• The grant of 8,026 new performance share units demonstrates continued long-term incentive alignment with company performance for a future period.

Negatives

• 12,838 shares were withheld for taxes at a price of $82.51 per share, which is a standard practice upon PSU vesting and reduces the net shares received by the executive.

Future Outlook

The grant of new performance share units with a vesting date in January 2027 indicates a continued long-term incentive structure for executive compensation tied to future performance goals through December 2025.

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through performance share units, is a common practice in the financial services and exchange industry. This aligns executive incentives with long-term shareholder value creation, a standard across major exchanges like NYSE (Intercontinental Exchange, ICE) and Cboe Global Markets (CBOE).

Comparison to Industry Standards

• The use of Performance Share Units (PSUs) tied to multi-year performance periods (e.g., 2023-2025) is a standard executive compensation practice across the financial industry, similar to structures seen at competitors like Intercontinental Exchange (ICE) and CME Group (CME).
• The withholding of shares for tax purposes upon vesting is a routine and expected procedure for equity awards, consistent with practices at virtually all publicly traded companies offering similar incentive plans.

Stakeholder Impact

• Shareholders: Positive impact as executive compensation is tied to performance, indicating management's alignment with shareholder interests.
• Employees: No direct impact on general employees, but reflects the company's equity incentive plan structure for executives.

Next Steps

• The newly granted performance share units (PSUs) will vest on January 4, 2027.

Key Dates

Recommendation

This Form 4 details routine executive compensation events, specifically the vesting of performance share units due to achieved performance goals and the grant of new PSUs. While positive in demonstrating performance and continued incentive alignment, it does not present new information that would fundamentally alter the investment thesis for Nasdaq, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Nasdaq, NDAQ, Jeremy Skule, Form 4, Beneficial Ownership, Performance Share Units, PSUs, Equity Incentive Plan, Executive Compensation, Stock Ownership