Tal Cohen 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

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Updated Feb 13, 2026

NDAQ President Tal Cohen Receives Awards; Shares Withheld for Taxes

What Happened

Tal Cohen, President, Market Platforms at Nasdaq (NDAQ), received equity awards and settled Performance Share Units (PSUs) on Feb 11, 2026. The Form 4 reports two award acquisitions: 43,932 shares (settlement of a 3-year PSU performance cycle) and 12,842 shares (new PSU grant for a 2-year cycle), both recorded at $0.00 per share as awards. In connection with the PSU settlement, 20,674 shares were withheld to cover tax liabilities at $82.51/share, resulting in $1,705,812 withheld (reported as a disposition for tax withholding).

Key Details

Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (timely filing).
Awards acquired: 43,932 shares (PSU settlement for performance period Jan 1, 2023–Dec 31, 2025) and 12,842 shares (PSUs for Jan 1, 2024–Dec 31, 2025; these PSUs vest Jan 4, 2027).
Tax withholding: 20,674 shares withheld at $82.51/share to satisfy tax liability, proceeds $1,705,812 (recorded as disposition code F).
Reported beneficial holdings (per footnote): 124,002 restricted stock/units (41,026 vested); 102,535 shares underlying PSUs (89,693 vested); and 1,628 shares from the Employee Stock Purchase Plan.
Footnotes: F1–F3 describe PSU performance/vesting schedules; F2 notes shares withheld for taxes; F4 summarizes overall holdings. This was a routine PSU settlement with tax withholding, not an open-market sale.

Context

These transactions reflect equity compensation settlements and withholding to cover taxes (a common, administrative action). The awards are grants/settlements rather than purchases or discretionary market sales—so they do not necessarily signal a change in insider sentiment. The 12,842-share PSU grant includes a future vest date (Jan 4, 2027).

Form 4

Period: 2026-02-11

Pres. Market Platforms

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+43,932→ 235,674 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−20,674$1,705,812→ 215,000 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+12,842→ 228,165 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) 124,002 shares or units of restricted stock, of which 41,026 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Signature

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

1 file