Tal Cohen 4

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.