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

NASDAQ's SVP, Controller & PAO, Michelle Lynn Daly, reported the sale of 4,339 shares of common stock at $81.34 per share under a Rule 10b5-1 plan.

Summary

• Michelle Lynn Daly, SVP, Controller & PAO of NASDAQ, INC. (NDAQ), reported a transaction involving the company's common stock.
• The transaction, a sale, occurred on February 19, 2026.
• A total of 4,339 shares of common stock were disposed of at a price of $81.34 per share.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following the reported transaction, Michelle Lynn Daly beneficially owns 10,643 shares of common stock.
• This beneficial ownership includes 7,212 shares or units of restricted stock (none vested), 1,764 shares underlying PSUs (none vested), and 1,667 shares purchased under the Issuer's Employee Stock Purchase Plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a largely neutral event. While it's an insider sale, the disclosure of a 10b5-1 plan mitigates any negative sentiment, suggesting a pre-planned financial management decision rather than a reaction to adverse company-specific news.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned sale rather than a reaction to new, potentially negative, information.

Negatives

• An executive selling shares reduces their direct equity stake in the company, which can sometimes be perceived negatively by investors.

Future Outlook

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

Industry Context

StockSavvy.ai notes that insider sales, particularly those executed under a Rule 10b5-1 plan, are common occurrences in the market. Such pre-arranged plans allow insiders to sell shares at predetermined times or prices, helping them manage personal finances while avoiding accusations of trading on material non-public information. This transaction is typical for an executive managing their compensation and equity holdings.

Stakeholder Impact

• Shareholders: May observe a slight reduction in executive direct equity ownership, but the 10b5-1 plan context suggests it's a routine event rather than a signal of lack of confidence.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned insider stock sale by an executive. It does not provide new fundamental information about NASDAQ's operational performance, strategic direction, or financial health that would warrant a change in an investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing itself does not alter the investment thesis.

Keywords

NASDAQ, NDAQ, Insider Trading, Form 4, Stock Sale, Executive Transaction, Michelle Lynn Daly, 10b5-1 Plan