Form 4: NASDAQ Executive Reports Stock Transactions

Bryan Everard Smith of NASDAQ, Inc. reported transactions involving restricted stock units and tax withholdings on April 1, 2026.

Summary

• Bryan Everard Smith, EVP, CPO at NASDAQ, Inc., reported a transaction on April 1, 2026.
• This transaction involved the acquisition of 7,046 shares of Common Stock, valued at $0, under an equity incentive plan.
• Additionally, 2,149 shares of Common Stock were disposed of for $84.89 per share, related to tax withholdings from a previous equity award.
• Following these transactions, Mr. Smith beneficially owns 75,757 shares of common stock.
• The filing also details existing holdings including restricted stock, performance share units (PSUs), and shares purchased under the Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents routine equity compensation and tax-related share disposals by an executive, rather than significant strategic or financial performance indicators.

Positives

• Acquisition of 7,046 restricted stock units (RSUs) under the Issuer's Equity Incentive Plan, indicating continued equity-based compensation.
• The RSUs are scheduled to vest over three years, starting April 1, 2028, suggesting a long-term retention incentive.
• Mr. Smith's total beneficial ownership remains substantial at 75,757 shares after the reported transactions.

Negatives

• Disposal of 2,149 shares for tax withholding purposes, which reduces the number of shares held directly.

Risks

• The vesting schedule of the RSUs (33% on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030) means a significant portion of these awards are not yet vested and could be forfeited if employment conditions are not met.
• The value of the disposed shares ($84.89) is noted, which could be a point of reference for future tax implications or compensation discussions.

Future Outlook

The filing details the vesting schedule for the awarded Restricted Stock Units (RSUs), indicating future potential increases in beneficial ownership contingent upon continued employment and vesting dates through April 1, 2030.

Industry Context

StockSavvy.ai notes that this Form 4 filing by a NASDAQ executive is standard for reporting equity awards and transactions within the technology and financial services sectors, reflecting common compensation practices for senior leadership.

Stakeholder Impact

• Shareholders: The filing provides transparency into executive compensation and equity holdings, which is a standard disclosure for corporate governance.
• Employees: The RSU award and Employee Stock Purchase Plan participation highlight the company's use of equity as a compensation and retention tool for its employees.
• Management: The transactions reflect the ongoing compensation structure for senior executives like Bryan Everard Smith.

Next Steps

• Vesting of Restricted Stock Units on April 1, 2028, April 1, 2029, and April 1, 2030, subject to continued employment.
• Potential future transactions by Bryan Everard Smith as his equity awards vest or as required for tax purposes.

Key Dates

Keywords

NASDAQ, Form 4, Stock Transaction, Restricted Stock Units, RSU, Equity Incentive Plan, Beneficial Ownership, Bryan Everard Smith, SEC Filing, Insider Trading