Griggs PC Nelson 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 14, 2026

Nasdaq (NDAQ) President Nelson Griggs Receives Awards; Shares Withheld

What Happened

Nelson Griggs, President, Capital Access Platforms at Nasdaq, received equity awards and had shares withheld to cover taxes. On Feb 11, 2026 she was issued a total of 56,774 shares from PSU-related awards (43,932 shares and 12,842 shares) at $0.00 per share. Concurrently, 20,674 shares were withheld/ disposed of to satisfy tax obligations at $82.51 per share, totaling $1,705,812.
These awards include the settlement of performance share units (PSUs) covering a three-year performance period (Jan 1, 2023–Dec 31, 2025) and a separate PSU grant with a two-year performance period that vests Jan 4, 2027. The tax withholding is a routine disposition (code F), not an open-market sale.

Key Details

Transaction date(s): Feb 11, 2026. Filing date: Feb 13, 2026 (timely).
Awards acquired: 43,932 shares (PSU settlement) and 12,842 shares (PSU grant) — total 56,774 shares acquired at $0.00.
Shares withheld/disposed for taxes: 20,674 shares at $82.51 each; total value ≈ $1,705,812.
Holdings after transaction (per filing footnote): 76,193 restricted shares/units (43,191 vested) and 155,828 shares underlying PSUs (142,986 vested).
Footnotes: F1/F3 — PSUs are performance-based (amount depends on achievement of goals over specified performance periods). F2 — shares withheld for taxes. F4 — breakdown of restricted stock and PSU holdings.

Context

PSUs are performance-based awards; the number of shares actually received depends on meeting specified goals. The February activity reflects PSU settlement and a new PSU grant rather than a market purchase or open-market sale.
The 20,674-share disposition was a tax withholding to cover payroll/tax obligations on the award (a routine administrative step), not a voluntary market sale signaling sentiment.

Form 4

Period: 2026-02-11

Pres. Capital Access Platforms

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+43,932→ 239,853 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−20,674$1,705,812→ 219,179 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+12,842→ 232,021 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) 76,193 shares or units of restricted stock, of which 43,191 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.

Signature

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

1 file