Nasdaq CEO exercises options, sells 113,611 shares
Nasdaq, Inc. Chair and CEO Adena Friedman exercised employee stock options for 113,611 shares of Common Stock at $22.22 per share and sold 113,611 shares at a weighted average price of $85.44 under a pre-arranged Rule 10b5-1(c) trading plan.
Rhea-AI Filing Summary
Nasdaq, Inc. Chair and CEO Adena Friedman exercised employee stock options for 113,611 shares of Common Stock at $22.22 per share and sold 113,611 shares at a weighted average price of $85.44 under a pre-arranged Rule 10b5-1(c) trading plan. She received a grant of 39,929 Restricted Stock Units (RSUs), which vest in stages on April 1, 2028, April 1, 2029, and April 1, 2030, and had 13,739 shares withheld to cover taxes on an earlier equity award. After these transactions, she directly holds 1,991,941 shares of Common Stock and retains an option over 306,936 shares at an exercise price of $67.48 expiring on January 3, 2032, along with indirect holdings of 73,500 shares in each of two family trusts.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
8 txns
Insider
FRIEDMAN ADENA T
Role
Chair and CEO
Sold
113,611 shs ($9.71M)
Approx. gross sale proceeds
$9.71M
Approx. exercise cost
$2.52M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to Buy) | 113,611 | $0.00 | $0.00 |
| Exercise | Common Stock, par value $0.01 per share | 113,611 | $22.22 | $2.52M |
| Sale | Common Stock, par value $0.01 per share | 113,611 | $85.44 | $9.71M |
| Grant/Award | Common Stock, par value $0.01 per share | 39,929 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock, par value $0.01 per share | 13,739 | $84.89 | $1.17M |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (Right to Buy) — 306,936 contracts (Direct);
Common Stock, par value $0.01 per share — 1,991,941 shares (Direct);
Common Stock, par value $0.01 per share — 73,500 shares (Indirect, Held by the A.T. Friedman Irrevocable Trust No.1);
Common Stock, par value $0.01 per share — 73,500 shares (Indirect, Held by The A.T. Friedman Irrevocable Trust No.2)
Footnotes (8)
- F1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.
- F2. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.88, inclusive. The reporting person undertakes to provide to the Issuer, any of its security holders, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3. 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 RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.
- F4. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
- F5. Represents (i) 466,640 shares or units of restricted stock, of which 327,569 are vested, (ii) 1,411,948 shares of Common Stock underlying PSUs, 1,370,208 of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.
- F6. Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.
- F7. The option is currently exercisable.
- F8. The option vests on January 3, 2027.
Key Figures
Options exercised: 113,611 shares at $22.22
Shares sold: 113,611 shares at $85.44
RSUs granted: 39,929 units
+4 more
7 metrics
Options exercised
113,611 shares at $22.22
Employee stock options converted to Common Stock on April 1, 2026
Shares sold
113,611 shares at $85.44
Open-market sale under Rule 10b5-1(c) plan
RSUs granted
39,929 units
Restricted Stock Units vesting 2028–2030 under Equity Incentive Plan
Tax withholding shares
13,739 shares at $84.89
Shares withheld to pay taxes on prior equity award
Direct holdings after transactions
1,991,941 shares
Common Stock directly owned following reported transactions
Remaining stock option
306,936 shares at $67.48
Employee Stock Option currently exercisable, expiring January 3, 2032
Trust holdings
73,500 shares each
Common Stock held in each of two A.T. Friedman irrevocable trusts
Key Terms
Rule 10b5-1(c) trading plan, Restricted Stock Units (RSUs), Equity Incentive Plan, PSUs, +2 more
6 terms
Rule 10b5-1(c) trading plan regulatory
"The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025."
A Rule 10b5-1(c) trading plan is a legally defined, pre-set schedule that lets company insiders automatically buy or sell stock at specified times or under set formulas when they are not in possession of undisclosed, sensitive information. Think of it like an automatic payment plan for trades: because the instructions are written in advance, trades under the plan help protect insiders from allegations of trading on secret information and give investors clearer expectations about when insiders will transact, which can affect liquidity and perceived transparency.
Restricted Stock Units (RSUs) financial
"Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
Equity Incentive Plan financial
"Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
PSUs financial
"Represents (i) 466,640 shares or units of restricted stock ... (ii) 1,411,948 shares of Common Stock underlying PSUs, 1,370,208 of which are vested..."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
tax-withholding disposition financial
"Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Employee Stock Option (Right to Buy) financial
"The option is currently exercisable."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Nasdaq (NDAQ) CEO Adena Friedman do in this Form 4 filing?
Adena Friedman exercised stock options for 113,611 shares at $22.22 and sold 113,611 shares at a weighted average $85.44. She also received 39,929 RSUs and had 13,739 shares withheld for taxes, updating her overall equity position.
What equity awards did Adena Friedman receive from Nasdaq (NDAQ) in this filing?
She received an award of 39,929 Restricted Stock Units (RSUs), each representing one share of Common Stock. These RSUs vest in three installments: 33% on April 1, 2028, 33% on April 1, 2029, and the remaining balance on April 1, 2030, encouraging long-term alignment.
What Nasdaq (NDAQ) stock options does Adena Friedman still hold?
She retains an employee stock option linked to 306,936 shares of Nasdaq Common Stock at a $67.48 exercise price, expiring on January 3, 2032. This option is currently exercisable, giving her the right to purchase additional shares at that set price until expiration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
