SKULE JEREMY 4

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.