Daly Michelle Lynn 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Nasdaq SVP Michelle Daly Receives PSU Awards; Shares Withheld

What Happened

Michelle Lynn Daly, Senior Vice President, Controller & Principal Accounting Officer at Nasdaq (NDAQ), received equity awards that settled into 6,919 and 1,764 shares (total 8,683 shares) on February 11, 2026. These were award/settlement transactions (code A) of performance share units (PSUs) granted under Nasdaq’s Equity Incentive Plan.
On the same date, 2,580 shares were disposed (code F) at an effective withholding price of $82.51 per share to cover tax withholding obligations, generating the equivalent of approximately $212,876. The awards themselves were recorded at $0.00 acquisition price.

Key Details

Transaction dates: February 11, 2026 (reported on Form 4 filed Feb 13, 2026).
Awards received: 6,919 shares (PSU settlement tied to 2023–2025 performance period) and 1,764 shares (PSUs tied to a 2024–2025 performance period).
Tax withholding: 2,580 shares withheld at $82.51/share, totaling ~$212,876 (disposition code F).
Shares/units reported after transaction (per filing footnote): 7,212 restricted shares/units (0 vested), 6,103 PSU shares outstanding (4,339 vested), and 1,667 shares from the Employee Stock Purchase Plan.
Footnotes: F1/F3 describe the PSU performance periods (Jan 1, 2023–Dec 31, 2025 and Jan 1, 2024–Dec 31, 2025). F2 explains the shares withheld for taxes. F3 notes a tranche will vest on Jan 4, 2027.
Filing timeliness: Form 4 was filed Feb 13, 2026 for a Feb 11 transaction — within the standard two-business-day window (timely).

Context

These transactions are settlements of performance-based equity awards, not open-market purchases or discretionary sales. The 2,580-share disposition was a standard tax-withholding action (common when PSUs settle), not an indication of a voluntary sell decision.
PSUs depend on stated performance goals and vesting timelines; some of the awarded/remaining PSU shares may vest later (one tranche noted to vest Jan 4, 2027). For retail investors, award receipts show continued executive compensation alignment with company performance but do not necessarily signal executives buying or selling based on market views.

Form 4

Period: 2026-02-11

SVP, Controller & PAO

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+6,919→ 15,798 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−2,580$212,876→ 13,218 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+1,764→ 14,982 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) 7,212 shares or units of restricted stock, of which 0 are vested, (ii) 6,103 shares of Common Stock underlying PSUs, 4,339 of which are vested and, (iii) 1,667 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