FRIEDMAN ADENA T 4

4 · NASDAQ, INC. · Filed Mar 13, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Nasdaq (NDAQ) CEO Adena Friedman Gifts 113,572 Shares

What Happened

Adena T. Friedman, Chair and CEO of Nasdaq, reported two gift transactions on March 11, 2026, each disposing of 56,786 shares (total 113,572 shares) at $0.00 per share (total proceeds $0).
Footnotes indicate one gift went to a charitable institution (F1) and the other to a donor-advised fund (F2). The filing shows the shares were transferred (disposed) and no cash changed hands.

Key Details

Transaction date: 2026-03-11; Filing date: 2026-03-13 (reports transactions on Mar 11).
Amounts: 56,786 shares gifted (G) in two separate entries = 113,572 shares total; price $0.00; total value recorded $0.
Post-transaction holdings (per filing footnote F3): includes 440,450 restricted shares/units (314,204 vested), 1,411,948 common shares underlying performance share units (1,370,208 vested), 10,000 shares bought in the open market, and 103,353 shares from prior grants. (These figures reflect the reporting person’s reported holdings in the filing.)
Notable footnotes: F1/F2 state the reporting person does not retain voting or investment control over the donated shares after transfer.
No indication in the filing of a 10b5-1 plan, tax withholding sale, or cash proceeds from these transactions.

Context

Gifts of shares are not market purchases or sales and generally should not be interpreted as a bullish or bearish signal about the company; they are often charitable or estate-planning moves.
Donor-advised funds may allow donors to recommend grants, but per the footnote Friedman does not retain voting or investment control over the donated shares.
These transactions reduced Friedman’s direct beneficial ownership but did not generate cash proceeds.

Form 4

Period: 2026-03-11

DirectorChair and CEO

Transactions

Gift
Common Stock, par value $0.01 per share
[F1]
2026-03-11−56,786→ 2,022,537 total
Gift
Common Stock, par value $0.01 per share
[F2][F3]
2026-03-11−56,786→ 1,965,751 total

Holdings

Common Stock, par value $0.01 per share
[F4]
(indirect: By Trust)
73,500
Common Stock, par value $0.01 per share
[F4]
(indirect: By Trust)
73,500
Employee Stock Option (Right to Buy)
[F5]
Exercise: $22.22Exp: 2027-01-03→ Common Stock (113,611 underlying)
113,611
Employee Stock Option (Right to Buy)
[F6]
Exercise: $67.48Exp: 2032-01-03→ Common Stock (306,936 underlying)
306,936

Footnotes (6)

[F1]Reflects shares gifted by the reporting person to a charitable institution. The reporting person does not exercise voting or investment control, directly or indirectly, over the recipient or the donated shares following this transfer.
[F2]Reflects shares gifted by the reporting person to a donor advised fund. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.
[F3]Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,411,948 shares of Common Stock underlying PSUs, 1,370,208 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.
[F4]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.
[F5]The option is currently exercisable.
[F6]The option vests on January 3, 2027.

Signature

/s/ Alex Kogan, by power of attorney|2026-03-13

1 file