Tal Cohen 4

4 · NASDAQ, INC. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

NASDAQ President Tal Cohen Receives RSUs; 11,141 Shares Withheld

What Happened

Tal Cohen, President of Market Platforms at NASDAQ, was granted 15,267 restricted stock units (RSUs) on April 1, 2026 (award, code A). To cover tax withholding related to the award settlement, 11,141 shares were withheld/disposed (code F) at a reported price of $84.89 per share, equal to $945,759. The RSU grant was recorded at $0.00 per unit (typical for RSU grants).

Key Details

Transaction date: 2026-04-01. Withholding price: $84.89; withheld shares: 11,141; total withheld value: $945,759.
New award: 15,267 RSUs granted (each RSU represents a contingent right to one share).
Shares/units reported as beneficially owned (per filing footnote): 128,128 restricted shares/units (51,704 vested), 102,535 performance stock units (PSUs) underlying shares (89,693 vested), and 1,628 shares from the Employee Stock Purchase Plan.
Footnotes: F1 = RSU grant vests 33% on 4/1/2028, 33% on 4/1/2029, remainder on 4/1/2030. F2 = shares withheld to satisfy tax withholding on settlement. F3 = breakdown of total holdings/units.
Filing: Form filed 2026-04-02 for a 2026-04-01 transaction (filed next day; not indicated as late).

Context

This was an equity award grant and routine tax-withholding, not an open-market sale or a purchase. Shares withheld to cover taxes are common when RSUs vest/settle and do not necessarily signal a decision to sell shares on-market. The RSUs vest over future dates (2028–2030), so most of the grant remains subject to time-based vesting.

Form 4

Period: 2026-04-01

Pres. Market Platforms

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-04-01+15,267→ 243,432 total
Tax Payment
Common Stock, par value $0.01 per share
[F2][F3]
2026-04-01$84.89/sh−11,141$945,759→ 232,291 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) 128,128 shares or units of restricted stock, of which 51,704 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Signature

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

1 file