Daly Michelle Lynn 4

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.