Zecca John 4

4 · NASDAQ, INC. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

NASDAQ EVP John Zecca Receives RSU Award; 2,097 Shares Withheld

What Happened

John Zecca, EVP & Global CLO of NASDAQ, received an award of 7,339 Restricted Stock Units (RSUs) on April 1, 2026 (transaction code A). The award is reported at $0.00 per share because RSUs are contingent rights to receive stock upon vesting.
On the same date, 2,097 shares were surrendered/withheld to cover taxes in connection with the settlement of an equity award (transaction code F) at a reported per-share value of $84.89, for a total withholding value of $178,014. This withholding is a disposition for tax purposes, not a market sale.

Key Details

Transaction date: 2026-04-01.
Award: 7,339 RSUs (A). RSUs have no exercise price; they convert to shares upon vesting.
Tax withholding: 2,097 shares withheld (F) at $84.89/share = $178,014.
Reported beneficial ownership after the transaction (per filing footnote): 27,513 restricted shares (4,158 vested) and 126,601 shares underlying PSUs (118,575 vested).
Vesting schedule for the new RSUs (footnote): 33% on Apr 1, 2028; 33% on Apr 1, 2029; remainder on Apr 1, 2030.
Filing timeliness: Reported period and transaction date are Apr 1, 2026; filing date Apr 2, 2026 — no late filing indicated.

Context

RSU grants are awards that vest over time (not an open-market purchase), so they are generally routine compensation rather than a direct bullish or bearish signal. The 2,097-share disposition reflects tax withholding to settle part of the award, a common administrative step known as "shares withheld for taxes."

Form 4

Period: 2026-04-01

EVP, Global CLO

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-04-01+7,339→ 156,211 total
Tax Payment
Common Stock, par value $0.01 per share
[F2][F3]
2026-04-01$84.89/sh−2,097$178,014→ 154,114 total

Footnotes (3)

[F1]Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.
[F2]Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
[F3]Represents (i) 27,513 shares or units of restricted stock, of which 4,158 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.

Signature

/s/ Alex Kogan, by power of attorney|2026-04-02

1 file