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

NASDAQ's EVP and Global CLO, John Zecca, sold 4,500 shares of common stock for $100.01 per share under a pre-arranged trading plan.

Summary

• John Zecca, Executive Vice President and Global Chief Legal Officer of NASDAQ, INC. (NDAQ), reported a sale of company common stock.
• The transaction involved the disposition of 4,500 shares of common stock, par value $0.01 per share.
• The shares were sold at a price of $100.01 per share.
• This sale was executed on January 6, 2026, pursuant to a Rule 10b5-1(c) trading plan adopted on September 8, 2025.
• Following this transaction, John Zecca beneficially owns 125,674 shares of NASDAQ common stock.
• The remaining beneficial ownership includes 22,271 shares or units of restricted stock (of which 2,152 are vested) and 103,403 shares of Common Stock underlying PSUs (all of which are vested).

Sentiment

Score: 5

Explanation: The sentiment is neutral as the sale was pre-planned under a 10b5-1 plan, which typically indicates a scheduled financial event for the executive rather than a reaction to new company-specific information. It does not inherently signal a positive or negative outlook for the company.

Positives

• The sale was conducted under a Rule 10b5-1(c) trading plan, indicating a pre-arranged, non-discretionary transaction that enhances transparency and mitigates concerns about opportunistic insider trading.

Negatives

• The disposition of 4,500 shares by a key executive represents a reduction in direct insider ownership.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

Insider sales under Rule 10b5-1 plans are a common practice across publicly traded companies, allowing executives to diversify holdings or manage liquidity in a compliant manner. Such pre-scheduled sales are generally viewed as less indicative of management's immediate sentiment about the company's prospects compared to unscheduled, discretionary sales.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale represents a minor reduction in insider ownership, which could be interpreted differently by investors, though the 10b5-1 plan mitigates concerns about its significance.

Key Dates

Recommendation

The sale by the EVP and Global CLO was conducted under a pre-arranged Rule 10b5-1 trading plan. Such transactions are typically for personal financial planning purposes and are not usually indicative of a change in the company's fundamental outlook or a signal for immediate stock price movement. Therefore, a 'hold' recommendation is appropriate as this filing does not provide new information to alter an existing investment thesis.

Keywords

NASDAQ, NDAQ, insider trading, Form 4, stock sale, executive compensation, 10b5-1 plan, John Zecca