Peterson Bradley J 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Nasdaq (NDAQ) EVP Bradley J. Peterson Receives PSU Award

What Happened

Bradley J. Peterson, EVP & CIO of Nasdaq, received the settlement of performance share units (PSUs) and an additional PSU grant on Feb 11, 2026. He was credited 43,932 shares (settlement of a 3‑year PSU award) and 9,632 shares (a 2‑year PSU award) at $0.00 per share. To cover tax withholding, 19,740 shares were surrendered/withheld at $82.51 per share, generating a withholding value of $1,628,747. These are awards/settlements, not open‑market purchases or voluntary sales.

Key Details

Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (timely).
Awards acquired: 43,932 shares (PSU settlement) and 9,632 shares (PSU grant) at $0.00.
Shares withheld for taxes: 19,740 shares disposed at $82.51; value ≈ $1,628,747.
Shares owned after transaction (per filing footnote):
- 64,744 restricted stock/units (38,372 vested),
- 75,118 shares underlying PSUs (65,486 vested),
- 5,040 shares from the Employee Stock Purchase Plan.
Footnotes: F1 = settlement of PSUs tied to performance (Jan 1, 2023–Dec 31, 2025). F2 = shares withheld for taxes. F3 = PSUs granted with a 2‑year performance period (vest Jan 4, 2027). F4 = summary of holdings.
Transaction codes: A = award/grant, F = tax withholding (routine).

Context

This filing reflects equity awards settling and routine tax withholding rather than a discretionary open‑market sale or purchase. The 43,932 shares represent performance-based PSUs earned for the 2023–2025 period; the 9,632 are PSUs subject to a later vesting date (Jan 4, 2027). Withheld shares to cover taxes are a common administrative action and do not imply a change in investment view.

Form 4

Period: 2026-02-11

EVP, CIO

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+43,932→ 154,967 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−19,740$1,628,747→ 135,227 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+9,632→ 144,902 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) 64,744 shares or units of restricted stock, of which 38,372 are vested, (ii) 75,118 shares of Common Stock underlying PSUs, 65,486 of which are vested, and (iii) 5,040 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