SKULE JEREMY 4

4 · NASDAQ, INC. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 14, 2026

NDAQ EVP Jeremy Skule Receives PSU Settlement; Shares Withheld

What Happened

Jeremy Skule, Executive Vice President and Chief Strategy Officer of Nasdaq (NDAQ), had performance share units (PSUs) settle and received a new PSU grant on February 11, 2026. He acquired 26,359 shares from a settled PSU award (no cash paid) and was also granted 8,026 PSUs (no cash). To cover tax withholding on the settled PSUs, 12,838 shares were withheld/disposed at $82.51 per share, totaling approximately $1,059,263.

Key Details

Transaction date: February 11, 2026; Form 4 filed Feb 13, 2026 (appears timely).
Actions reported: Award/grant acquisitions (code A) of 26,359 and 8,026 shares at $0.00; shares withheld for taxes (code F) — 12,838 shares disposed at $82.51 ($1,059,263).
Post-transaction holdings (per filing footnote): 33,495 restricted stock (9,116 vested); 63,075 shares underlying PSUs (55,049 vested); 3,719 shares purchased under the ESPP.
Notable footnotes:
- F1: 26,359 shares were PSUs that settled based on performance for the Jan 1, 2023–Dec 31, 2025 period.
- F2: 12,838 shares were withheld to satisfy tax obligations on the settlement (not an open-market sale).
- F3: 8,026 PSUs are from a 2-year performance award (Jan 1, 2024–Dec 31, 2025) and will vest Jan 4, 2027.
- F4: summarizes total restricted stock, vested PSUs, and ESPP holdings.

Context

This filing reflects a routine PSU settlement and tax-withholding; the withheld shares were used to satisfy tax liability (common internal settlement practice), not a voluntary open-market sale that signals immediate bearish sentiment.
The new 8,026-PSU grant vests in 2027 subject to performance — a forward-looking equity award, not current cash compensation.

Form 4

Period: 2026-02-11

EVP, CSO

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-02-11+26,359→ 105,101 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-02-11$82.51/sh−12,838$1,059,263→ 92,263 total
Award
Common Stock, par value $0.01 per share
[F3][F4]
2026-02-11+8,026→ 100,289 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) 33,495 shares or units of restricted stock, of which 9,116 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 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