Torgeby Johan 4

4 · NASDAQ, INC. · Filed Jun 12, 2026

AI-generated summary of this filing

Updated Jun 12, 2026

Nasdaq Director Johan Torgeby Receives 2,998 RSU Award

What Happened

Johan Torgeby, a director of Nasdaq, received an award of 2,998 restricted stock units (RSUs) on June 10, 2026 (transaction code A). The RSUs were granted at $0.00 (contingent units that convert to one share each upon vesting).
On June 11, 2026, 300 shares were surrendered (transaction code F) to satisfy tax withholding associated with a prior vesting; those 300 shares were recorded at $86.72 per share for a total of $26,016. This surrender to cover taxes is a routine withholding event, not an open-market sale.

Key Details

Transaction dates/prices: 2026-06-10 — 2,998 RSUs granted (A) @ $0.00; 2026-06-11 — 300 shares surrendered (F) @ $86.72, totaling $26,016.
Reported holdings (per filing footnotes): references to 17,495 RSUs (14,497 vested as of the filing) and 26,000 shares of common stock acquired via open-market purchases. The filing shows 300 shares were surrendered to cover taxes in connection with a vesting.
Vesting detail: the 2,998 RSUs vest in full on June 10, 2027 (per footnote).
Filing timeliness: the Form 4 was filed on Jun 12, 2026 for transactions on Jun 10–11, 2026; no late filing is indicated.
Transaction codes explained: A = award/grant of RSUs; F = shares surrendered to pay tax withholding.

Context

RSUs are a contingent right to receive company shares at vesting and are not an open-market purchase or a directional buy/sell signal until they convert to shares and are traded. Surrendering shares to cover taxes is a common administrative step and typically does not indicate a director’s change in view on the stock.

Form 4

Period: 2026-06-10

Director

Transactions

Award
Common Stock, par value $0.01 per share
[F1]
2026-06-10+2,998→ 43,795 total
Tax Payment
Common Stock, par value $0.01 per share
[F2][F3]
2026-06-11$86.72/sh−300$26,016→ 43,495 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 entirety of the RSUs vest on June 10, 2027.
[F2]Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.
[F3]Represents (i) 17,495 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 14,497 are vested as of the filing date of this Form 4 and, (ii) 26,000 shares of common stock acquired through open market purchases.

Signature

/s/ Alex Kogan, by power of attorney|2026-06-12

1 file