FRIEDMAN ADENA T 4

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.