FRIEDMAN ADENA T 4
4 · NASDAQ, INC. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Nasdaq (NDAQ) CEO Adena T. Friedman Receives Award; 115,775 Shares Withheld
What Happened
- Adena T. Friedman, Chair and CEO of Nasdaq, had 228,455 performance-based shares (PSUs) settle on Feb 12, 2026, of which 115,775 shares were withheld to cover taxes (reported as a disposition at $80.42 per share for a value of $9,310,626). She was also recorded as acquiring a separate grant of 41,740 PSUs (reported at $0.00). The 228,455 settlement reflects achievement under a three-year performance period (Jan 1, 2023–Dec 31, 2025). The 41,740 PSUs are a new grant tied to a two-year performance period and will vest on Jan 4, 2027.
Key Details
- Transaction date: Feb 12, 2026; Form filed Feb 17, 2026.
- Withholding sale: 115,775 shares withheld/disposed at $80.42 each = $9,310,626 (tax withholding, not an open-market discretionary sale).
- PSU settlement: 228,455 shares acquired (F1); new PSU grant: 41,740 units awarded (F3) reported at $0.00.
- Reported holdings after the transactions (per footnote): 2,079,323 shares/units in total (includes restricted stock, vested and unvested PSUs, open-market purchases and prior grants — see F4 for breakdown).
- Filing notes: F1–F3 describe PSU settlement and grant details; F2 clarifies the tax-withholding disposition. No 10b5-1 plan or late‑filing flag is indicated in the filing text provided.
Context
- This was largely an award settlement and related tax withholding. The withheld 115,775-share disposition is a routine tax withholding event and should not be read as a voluntary sale expressing a view on the stock. The 41,740-unit PSU grant is performance-based and will not vest until Jan 4, 2027, so it is not immediately liquid.
Insider Transaction Report
Form 4
NASDAQ, INC.NDAQ
FRIEDMAN ADENA T
DirectorChair and CEO
Transactions
- Award
Common Stock, par value $0.01 per share
[F1]2026-02-12+228,455→ 2,153,358 total - Tax Payment
Common Stock, par value $0.01 per share
[F2]2026-02-12$80.42/sh−115,775$9,310,626→ 2,037,583 total - Award
Common Stock, par value $0.01 per share
[F3][F4]2026-02-12+41,740→ 2,079,323 total
Holdings
- 73,500(indirect: By Trust)
Common Stock, par value $0.01 per share
[F5] - 73,500(indirect: By Trust)
Common Stock, par value $0.01 per share
[F5] - 206,451
Employee Stock Option (Right to Buy)
[F6]Exercise: $22.22Exp: 2027-01-03→ Common Stock (206,451 underlying) - 306,936
Employee Stock Option (Right to Buy)
[F7]Exercise: $67.48Exp: 2032-01-03→ Common Stock (306,936 underlying)
Footnotes (7)
- [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) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,525,520 shares of Common Stock underlying PSUs, 1,483,780 of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.
- [F5]Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.
- [F6]The option is currently exercisable.
- [F7]The option vests on January 3, 2027.
Signature
/s/ Alex Kogan, by power of attorney|2026-02-17