Form 4: NASDAQ Executive's Equity Grant and Tax Withholding

A NASDAQ SVP, Controller & PAO reported the settlement of performance share units, tax-related share disposals, and a new PSU grant.

Summary

• Michelle Lynn Daly, SVP, Controller & PAO at NASDAQ, Inc. (NDAQ), reported equity transactions on February 11, 2026.
• Acquired 6,919 shares of Common Stock from the settlement of performance share units (PSUs) granted under Nasdaq's Equity Incentive Plan, based on performance from January 1, 2023, through December 31, 2025.
• Disposed of 2,580 shares of Common Stock at $82.51 per share to cover tax obligations related to the PSU settlement.
• Acquired an additional 1,764 shares of Common Stock representing new PSUs granted under Nasdaq's Equity Incentive Plan, with a performance period from January 1, 2024, through December 31, 2025, and vesting on January 4, 2027.
• Following these transactions, beneficial ownership of Common Stock is 14,982 shares, which includes restricted stock, PSUs, and shares from the Employee Stock Purchase Plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive, routine filing reflecting successful achievement of performance targets for an executive and ongoing alignment of incentives through new equity grants.

Positives

• Settlement of performance share units indicates achievement of performance goals for the 2023-2025 period, resulting in an acquisition of 6,919 shares.
• New grant of 1,764 performance share units demonstrates continued incentive alignment between management and shareholder interests.

Negatives

• Disposition of 2,580 shares for tax withholding reduces the executive's direct shareholding.

Risks

• NA

Future Outlook

The newly granted performance share units, with a vesting date of January 4, 2027, indicate a continued focus on long-term performance incentives for key executives.

Industry Context

StockSavvy.ai notes that executive equity grants and performance-based compensation are standard practices across the financial services industry, aligning executive incentives with long-term company performance and shareholder value. The use of PSUs is a common mechanism to tie compensation directly to the achievement of specific operational or financial goals.

Comparison to Industry Standards

• The structure of performance share units (PSUs) with multi-year performance periods and vesting schedules is consistent with best practices in executive compensation within the financial sector, similar to programs observed at peer companies like CME Group Inc. or Intercontinental Exchange, Inc. (ICE).
• The tax withholding mechanism is also a standard procedure for equity compensation.

Stakeholder Impact

• Shareholders: Indicates management's continued alignment with shareholder interests through performance-based equity compensation.
• Employees: Reflects the company's ongoing use of equity incentive plans to reward and retain key personnel.

Next Steps

• Vesting of 1,764 newly granted PSUs on January 4, 2027, subject to performance goals.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the settlement of performance share units and a new grant. While positive for executive incentive alignment, it does not present new information that would fundamentally alter the investment thesis for NASDAQ, Inc. The transactions are expected and do not suggest any significant operational or strategic shifts warranting a change in investment posture.

Keywords

NASDAQ, NDAQ, Form 4, Insider Trading, Equity Incentive Plan, Performance Share Units, PSUs, Stock Grant, Executive Compensation, Michelle Lynn Daly