Tal Cohen 4

What Happened
Tal Cohen, President, Market Platforms at Nasdaq, had 1,565 shares withheld on April 3, 2026 to satisfy tax withholding related to the settlement of an equity award. The shares were valued at $86.65 each, for a total of $135,607. This was a tax-withholding/cashless-type disposition (transaction code F), not an open-market sale.

Key Details

• Transaction date: 2026-04-03; filing date (Form 4): 2026-04-07. Filing appears timely.
• Price: $86.65 per share; total value reported: $135,607.
• Shares withheld/disposed: 1,565 (to cover tax liability).
• Shares/units beneficially owned after the transaction (per footnote F2): 230,726 total, consisting of:
  • 126,563 restricted stock/units (53,203 vested),
  • 102,535 shares underlying performance stock units (89,693 vested),
  • 1,628 shares purchased under the Employee Stock Purchase Plan.
• Footnote F1: withholding was to cover taxes in connection with settlement of an equity award.

Context
Tax-withholding dispositions are routine administrative actions when equity awards vest or are settled and do not necessarily signal insider buying or selling intent. This transaction simply reduced Cohen’s share count by the number withheld to satisfy tax obligations.