Daly Michelle Lynn 4

What Happened Michelle Daly, Senior Vice President, Controller & Principal Accounting Officer of NASDAQ, was granted 2,025 Restricted Stock Units (RSUs) on April 1, 2026 (transaction code A, grant at $0.00). In connection with the settlement, 832 shares were withheld to satisfy tax withholding obligations (transaction code F) at an indicated value of $84.89 per share, totaling approximately $70,628. The withholding represents a disposition on the Form 4 but is a tax-related retention, not an open-market sale.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely — Form 4 is generally due within 2 business days).
• Grant: 2,025 RSUs (A) at $0.00; RSUs represent a contingent right to one share each.
• Tax withholding: 832 shares (F) withheld at $84.89/share = ~$70,628 (shares disposed to cover taxes).
• Holdings reported after the transaction (per filing footnote): 8,405 restricted shares/units (791 vested), 1,764 shares underlying PSUs (none vested), and 1,667 shares purchased under the Employee Stock Purchase Plan.
• Footnotes: F1 — RSU vesting schedule: 33% on 4/1/2028, 33% on 4/1/2029, remainder on 4/1/2030. F2 — shares withheld for taxes. F3 — detailed holdings breakdown.

Context RSU grants are compensation awards and do not necessarily indicate buying or selling sentiment; the withholding of shares to cover taxes is a routine administrative step (not an open-market sale). The grant vests over three years per the schedule noted above. This filing documents an award and tax-withholding event rather than a market purchase or sale.