FRIEDMAN ADENA T 4

4 · NASDAQ, INC. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Nasdaq CEO Adena T. Friedman Exercises Options and Sells 300K Shares

What Happened

Adena T. Friedman, Chairman and CEO of Nasdaq, exercised 300,000 option-derived shares at $22.22 per share (total exercise cost $6,666,000) and, the same day, sold 300,000 shares in the open market at a weighted-average price of $96.91 per share (proceeds ≈ $29,073,000). The Form 4 also reports a 300,000-share derivative disposition at $0, which is consistent with net settlement or withholding related to the exercise.

Key Details

Transaction date: 2026-02-02; Form filed: 2026-02-03 (timely filing).
Exercise: 300,000 shares @ $22.22 (cash paid ≈ $6.67M).
Sale: 300,000 shares @ weighted avg $96.91 (range $96.50–$97.86) — proceeds ≈ $29.07M. Footnote offers breakdown by price on request.
Derivative disposition: 300,000 shares @ $0 reported (likely related to net settlement/tax withholding).
Sale executed under a Rule 10b5-1(c) trading plan adopted Sept 11, 2025 (footnote).
Reported beneficial holdings after transaction (per footnote): about 1,924,903 shares/units (includes restricted stock and PSUs; some unvested or plan-held).

Context

Because the exercise and sale occurred the same day, this resembles a cashless exercise/sell-to-cover: options were exercised and shares were sold immediately to monetize value and cover costs/withholding.
The sale was pre-arranged under a 10b5-1 plan, which is a routine way for insiders to sell shares without signaling a change in private views.
Facts only — this report documents an insider monetization event (exercise + sale), not a commentary on company fundamentals.

Form 4

Period: 2026-02-02

DirectorChair and CEO

Transactions

Exercise/Conversion
Common Stock, par value $0.01 per share
2026-02-02$22.22/sh+300,000$6,666,000→ 2,224,903 total
Sale
Common Stock, par value $0.01 per share
[F1][F2][F3]
2026-02-02$96.91/sh−300,000$29,073,000→ 1,924,903 total
Exercise/Conversion
Employee Stock Option (Right to Buy)
[F5]
2026-02-02−300,000→ 206,451 total
Exercise: $22.22Exp: 2027-01-03→ Common Stock (300,000 underlying)

Holdings

Common Stock, par value $0.01 per share
[F4]
(indirect: By Trust)
73,500
Common Stock, par value $0.01 per share
[F4]
(indirect: By Trust)
73,500
Employee Stock Option (Right to Buy)
[F6]
Exercise: $67.48Exp: 2032-01-03→ Common Stock (306,936 underlying)
306,936

Footnotes (6)

[F1]The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.
[F2]The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.50 to $97.86, inclusive. The reporting person undertakes to provide to the Issuer, any of its security holders, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F3]Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,371,100 shares of Common Stock underlying PSUs, all of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.
[F4]Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.
[F5]The option is currently exercisable.
[F6]The option vests on January 3, 2027.

Signature

/s/ Alex Kogan, by power of attorney|2026-02-03

1 file