Griggs PC Nelson 4

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.