Form 4: Nasdaq EVP Smith Reports PSU Settlement, Tax Withholding

Nasdaq's EVP and CPO, Bryan Everard Smith, reported the settlement of performance share units and related tax withholdings, alongside a new PSU grant.

Summary

• Bryan Everard Smith, EVP and CPO of Nasdaq, Inc., reported multiple transactions on February 11, 2026.
• Acquired 21,088 shares of Common Stock at $0 per share from the settlement of performance share units (PSUs) tied to performance goals from January 1, 2023, through December 31, 2025.
• Disposed of 9,924 shares of Common Stock at $82.51 per share, which were withheld for taxes related to the PSU settlement.
• Acquired an additional 8,026 shares of Common Stock at $0 per share, representing new PSUs granted for a performance period from January 1, 2024, through December 31, 2025, with these shares vesting on January 4, 2027.
• Following these transactions, Smith beneficially owns 76,860 shares directly, which includes 20,871 restricted stock shares/units (1,465 vested), 51,366 shares underlying PSUs (43,340 vested), and 4,623 shares from the Employee Stock Purchase Plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful achievement of past performance goals leading to PSU settlement and the ongoing commitment to executive incentives through new PSU grants, despite the routine tax-related share disposal.

Positives

• Settlement of 21,088 performance share units indicates the achievement of performance goals for the 2023-2025 period.
• Grant of 8,026 new performance share units demonstrates continued incentive and alignment with future company performance.

Negatives

• 9,924 shares were disposed of at $82.51 per share to cover tax obligations, representing a reduction in direct share ownership.

Future Outlook

The newly granted performance share units (PSUs) for Bryan Everard Smith are set to vest on January 4, 2027, contingent on the achievement of performance goals through December 31, 2025, indicating a future incentive alignment.

Industry Context

StockSavvy.ai notes that insider transaction reports like this Form 4 are routine disclosures for executives receiving equity compensation. The settlement of performance share units is a common mechanism for executive incentives, aligning management interests with shareholder value creation based on pre-defined performance metrics. The tax withholding is a standard practice when equity awards vest.

Stakeholder Impact

• Shareholders: The settlement of PSUs indicates that performance targets were met, which is generally positive for shareholders. The new PSU grant aligns executive incentives with future shareholder value.
• Employees: The existence of an Equity Incentive Plan and Employee Stock Purchase Plan suggests a broader framework for employee equity participation.

Next Steps

• The 8,026 newly granted performance share units will vest on January 4, 2027, subject to performance goal achievement.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, including the settlement of performance share units and a new grant, along with tax-related share disposals. While the achievement of performance goals is positive, these are standard, pre-scheduled events and do not typically provide new information that would warrant a change in investment recommendation. The filing confirms ongoing executive alignment with company performance but does not introduce new fundamental drivers for the stock price.

Keywords

Nasdaq, NDAQ, Bryan Everard Smith, Form 4, Insider Transaction, Performance Share Units, PSUs, Equity Incentive Plan, Stock Award, Executive Compensation, Share Ownership