Smith Bryan Everard 4
4 · NASDAQ, INC. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Nasdaq (NDAQ) EVP/CPO Bryan Smith Receives Performance Share Award
What Happened
Bryan Everard Smith, EVP and CPO of Nasdaq, received equity awards on Feb 11, 2026 consisting of 21,088 and 8,026 shares (total 29,114) reported as awards/grants (code A) at $0.00 per share. As part of the settlement, 9,924 shares were disposed (code F) to satisfy tax withholding at $82.51 per share, reported cash value $818,829.
Key Details
- Transaction date: 2026-02-11; Form filed: 2026-02-13 (timely within the 2-business-day window).
- Awards: 21,088 shares and 8,026 shares acquired (code A) at $0.00 (PSU settlement/grant).
- Tax withholding: 9,924 shares disposed (code F) at $82.51; reported amount $818,829.
- Reported holdings after transaction (per footnote): 20,871 restricted shares (1,465 vested), 51,366 shares underlying PSUs (43,340 vested), and 4,623 shares purchased under the ESPP.
- Footnotes: (F1) these were PSU settlements tied to performance for 2023–2025; (F2) withheld shares were for taxes; (F3) an additional PSU award covers 2024–2025 and vests Jan 4, 2027; (F4) summarizes total holdings.
Context
This filing reflects the settlement of performance share units (PSUs) and routine tax withholding (a common cashless method where shares are withheld rather than paying cash). The awards are acquisitions (not open-market purchases) and the withheld shares simply satisfied tax obligations — routine administrative actions that do not, by themselves, indicate a buy/sell signal.
Insider Transaction Report
- Award
Common Stock, par value $0.01 per share
[F1]2026-02-11+21,088→ 78,758 total - Tax Payment
Common Stock, par value $0.01 per share
[F2]2026-02-11$82.51/sh−9,924$818,829→ 68,834 total - Award
Common Stock, par value $0.01 per share
[F3][F4]2026-02-11+8,026→ 76,860 total
Footnotes (4)
- [F1]Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.
- [F2]Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
- [F3]Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.
- [F4]Represents (i) 20,871 shares or units of restricted stock, of which 1,465 are vested, (ii) 51,366 shares of Common Stock underlying PSUs, 43,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.