FRIEDMAN ADENA T 4

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.