Tal Cohen 4

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).