Form 4: NASDAQ Inc. Executive Michelle Daly Reports Stock Award and Tax Withholding

Michelle Daly, SVP, Controller & PAO of NASDAQ Inc., reports the acquisition of restricted stock units and shares withheld for taxes related to equity award settlement.

Summary

• On April 1, 2025, Michelle Daly, SVP, Controller & PAO of NASDAQ Inc., acquired 2,169 shares of common stock representing an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan.
• These RSUs vest in three tranches: 33% on April 1, 2027, 33% on April 1, 2028, and the remaining 34% on April 1, 2029.
• Also on April 1, 2025, 380 shares of common stock were disposed of at a price of $75.86 per share to cover taxes related to the settlement of a previous equity award.
• Following these transactions, Daly beneficially owns 17,671 shares of NASDAQ Inc. common stock.
• This total includes 12,869 shares or units of restricted stock (4,830 vested), 3,458 shares underlying PSUs (all vested), and 1,344 shares purchased under the Employee Stock Purchase Plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a routine filing related to executive compensation. There are no significantly positive or negative implications.

Positives

• The grant of RSUs to a key executive like Michelle Daly can be seen as a positive sign, aligning her interests with the long-term performance of the company.
• The vesting schedule of the RSUs (April 1, 2027, April 1, 2028, and April 1, 2029) encourages long-term commitment from the executive.

Negatives

• The disposal of 380 shares to cover taxes indicates a taxable event, which could be perceived as a minor dilution of existing shareholders' equity, although it's a standard practice.

Risks

• There are no specific risks highlighted in this document.
• However, equity-based compensation is subject to market risk, as the value of the shares can fluctuate.

Industry Context

This Form 4 filing is a routine disclosure related to executive compensation at a publicly traded company. It's standard practice for companies like NASDAQ to grant equity-based compensation to align executive interests with shareholder value. The vesting schedule is also a common mechanism to retain key personnel.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly listed companies, including NASDAQ's competitors such as Intercontinental Exchange (ICE) and CME Group.
• Vesting schedules for RSUs, typically spanning three to five years, are also common in the financial services industry to incentivize long-term performance and retention.
• The percentage of equity granted to executives and the specific vesting terms can vary based on company size, performance, and industry benchmarks.

Stakeholder Impact

• The grant of RSUs could have a slightly dilutive effect on existing shareholders, but it's a common practice to incentivize management.
• Employees may view the equity incentive plan positively, as it provides opportunities for wealth creation.

Key Dates

Keywords

NASDAQ, Michelle Daly, RSU, Restricted Stock Units, Equity Incentive Plan, Form 4, Beneficial Ownership, Tax Withholding, Vesting