Peterson Bradley J 4

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.