Zecca John 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Nasdaq EVP John Zecca Receives PSU Award; 9,430 Shares Withheld

What Happened

John Zecca, EVP & Global CLO of Nasdaq, had PSU activity on Feb 11, 2026. He was credited with 24,602 shares upon settlement of performance share units (PSUs) and granted an additional 8,026 PSUs (total acquired = 32,628 shares, $0.00 per share as awards). To cover tax obligations on the PSU settlement, 9,430 shares were withheld/disposed at $82.51 per share, generating ~ $778,069.
These transactions are award/settlement actions (not open-market purchases). The withholding of 9,430 shares was for taxes (routine), not an opportunistic sale.

Key Details

Transaction date: February 11, 2026; Form filed Feb 13, 2026.
Awards: 24,602 shares (settlement of PSUs for performance period Jan 1, 2023–Dec 31, 2025) and 8,026 PSUs granted (vesting Jan 4, 2027).
Withheld/disposed shares: 9,430 @ $82.51 = $778,069 (tax withholding in connection with the PSU settlement).
Holdings reported after transaction (per filing footnote): 22,271 shares/units of restricted stock (2,152 vested) and 126,601 shares underlying PSUs (118,575 vested).
Footnotes: F1 = settlement of 2023–2025 PSUs; F2 = shares withheld for taxes; F3 = new PSU grant (vesting 1/4/2027); F4 = current restricted stock and PSU holdings.
Filing timeliness: Reported two days after the transaction (Feb 11 transaction; Feb 13 filing) — no late-filing indicator provided.

Context

PSUs are performance-based awards that convert into shares if performance goals are met. The 24,602 shares reflect a PSU payout for a completed performance period; the 8,026 are new PSU awards with future vesting.
The 9,430-share disposition was a tax withholding (common and routine) rather than an open-market sale that would reflect a directional opinion about the stock.

Form 4

Period: 2026-02-11

EVP, Global CLO

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+24,602→ 150,276 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−9,430$778,069→ 140,846 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+8,026→ 148,872 total

Footnotes (4)

[F1]Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.
[F2]Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
[F3]Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.
[F4]Represents (i) 22,271 shares or units of restricted stock, of which 2,152 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.

Signature

/s/ Alex Kogan, by power of attorney|2026-02-13

1 file