Smith Bryan Everard 4

What Happened
Bryan Everard Smith, EVP and CPO of Nasdaq, received equity awards on Feb 11, 2026 consisting of 21,088 and 8,026 shares (total 29,114) reported as awards/grants (code A) at $0.00 per share. As part of the settlement, 9,924 shares were disposed (code F) to satisfy tax withholding at $82.51 per share, reported cash value $818,829.

Key Details

• Transaction date: 2026-02-11; Form filed: 2026-02-13 (timely within the 2-business-day window).
• Awards: 21,088 shares and 8,026 shares acquired (code A) at $0.00 (PSU settlement/grant).
• Tax withholding: 9,924 shares disposed (code F) at $82.51; reported amount $818,829.
• Reported holdings after transaction (per footnote): 20,871 restricted shares (1,465 vested), 51,366 shares underlying PSUs (43,340 vested), and 4,623 shares purchased under the ESPP.
• Footnotes: (F1) these were PSU settlements tied to performance for 2023–2025; (F2) withheld shares were for taxes; (F3) an additional PSU award covers 2024–2025 and vests Jan 4, 2027; (F4) summarizes total holdings.

Context
This filing reflects the settlement of performance share units (PSUs) and routine tax withholding (a common cashless method where shares are withheld rather than paying cash). The awards are acquisitions (not open-market purchases) and the withheld shares simply satisfied tax obligations — routine administrative actions that do not, by themselves, indicate a buy/sell signal.