Form 4: NASDAQ SVP Sells Over 8,000 Shares in Pre-Planned Transaction

Michelle Lynn Daly, NASDAQ's SVP, Controller & PAO, reported the sale of 8,691 shares of common stock at $93.45 per share, a transaction executed under a Rule 10b5-1 plan.

Summary

• Michelle Lynn Daly, Senior Vice President, Controller & Principal Accounting Officer (PAO) of NASDAQ, INC. (NDAQ), reported a sale of company common stock.
• On July 25, 2025, Ms. Daly disposed of 8,691 shares of NASDAQ common stock.
• The shares were sold at a price of $93.45 per share.
• Following this transaction, Ms. Daly beneficially owns 8,879 shares of NASDAQ common stock.
• The remaining beneficial ownership includes 7,212 shares of restricted stock (none of which are vested) and 1,667 shares purchased under the Issuer's Employee Stock Purchase Plan.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it's an insider sale, the disclosure indicates it was a pre-planned transaction under a Rule 10b5-1 plan, which typically suggests a routine liquidity or diversification event rather than a signal of negative sentiment about the company's future prospects.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-scheduled sale rather than a discretionary one, which often mitigates concerns about insider sentiment.

Negatives

• An insider, specifically a Senior Vice President and Controller, sold a significant number of shares (8,691 shares) of company stock.

Future Outlook

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

Industry Context

This filing reflects a routine insider transaction for a senior executive at a major stock exchange operator. Such transactions are common for liquidity or diversification purposes and are often pre-scheduled under Rule 10b5-1 plans, which is typical across various industries for executives managing their equity compensation.

Comparison to Industry Standards

• Insider sales, particularly those executed under Rule 10b5-1 plans, are a standard practice for executives across publicly traded companies, including those in the financial services and exchange sectors like CME Group (CME) or Intercontinental Exchange (ICE).
• The volume of shares sold (8,691) is significant for an individual executive but not unusual for a senior leader's equity compensation management.
• The disclosure adheres to SEC Form 4 requirements, which is the industry standard for reporting changes in beneficial ownership by insiders.

Stakeholder Impact

• Shareholders: The sale by a senior executive could be perceived as a slight negative signal, though its execution under a 10b5-1 plan mitigates this concern, suggesting a planned financial event rather than a reaction to new information.

Key Dates

Recommendation

The filing details a routine insider sale executed under a pre-planned Rule 10b5-1 program. While it represents a reduction in insider ownership, such transactions are common for liquidity or diversification and do not typically signal a change in the company's fundamental outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

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