NASDAQ Executive Vice President and CIO Bradley Peterson Sells 13,000 Shares at $92.61

Details of the Share Disposition by NASDAQ's Technology Leader

Bradley J. Peterson, who holds the position of Executive Vice President and Chief Information Officer at NASDAQ, Inc., executed a sale of common stock on July 24, 2026. The filing reveals that Peterson sold 13,000 shares through multiple transactions completed on the same date. The weighted average price reported for these transactions was $92.61 per share, with the individual transaction prices ranging from a low of $92.58 to a high of $92.66 per share.

The disclosure indicates that Peterson was responsible for technology and systems infrastructure matters at NASDAQ as Chief Information Officer, a role central to the operations of one of the world's largest stock exchanges. His sale of company shares represents a reduction in his personal stake while maintaining a substantial position in the organization. The transaction was conducted in the open market and represents ordinary course equity disposition activity for a senior executive.

Remaining Beneficial Ownership Position Following the Sale

Following the completion of the July 24, 2026 share sale, Peterson's beneficial ownership of NASDAQ common stock totaled 128,293 shares. This remaining position encompasses multiple forms of equity holdings, including restricted stock units, performance-based securities, and shares purchased through the company's employee stock purchase plan. The aggregate beneficial ownership figure demonstrates that Peterson maintained a meaningful economic interest in the company despite the share sale.

The filing provides granular detail regarding the composition of Peterson's post-transaction holdings. The disclosure states that his beneficial ownership includes 64,377 shares or units of restricted stock, of which 38,372 are currently vested. Additionally, Peterson held 58,618 shares of common stock underlying performance share units, with 48,986 of those shares vested. Finally, he owned 5,298 shares of common stock that he had purchased through NASDAQ's Employee Stock Purchase Plan. This diversified holding structure reflects the multi-faceted compensation approach used by the company for senior executives.

Transaction Structure and Price Range Disclosure

The reporting of the transaction as a weighted average price rather than a single per-share price indicates that Peterson's securities sale occurred across multiple separate transactions on the same calendar date. The filing explicitly notes that the shares were sold in multiple transactions at prices ranging from $92.58 to $92.66, inclusive. This relatively narrow price range of approximately eight cents per share suggests that market conditions remained consistent throughout the trading session on July 24, 2026.

The SEC Form 4 filing includes a representation that Peterson undertakes to provide to NASDAQ, 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 reported range. This commitment ensures that complete transaction details are available for inspection, providing a mechanism for verifying the reported weighted average price calculation and understanding the exact execution details of the multi-tranche sale.

Role and Responsibilities of the Reporting Executive

Peterson's title of Executive Vice President and Chief Information Officer places him within NASDAQ's senior management structure. The CIO role typically encompasses responsibility for the company's technology infrastructure, information systems, cybersecurity, and digital operations—functions that are fundamental to the operations of a major securities exchange. As an executive officer subject to Section 16 reporting obligations, Peterson's securities transactions are monitored and disclosed publicly to provide transparency regarding insider activity.

The inclusion of Peterson's name and address in the filing—listed as 151 W. 42nd Street, New York, New York 10036—corresponds to NASDAQ's headquarters location in Manhattan's Times Square area. His officer status triggers automatic reporting requirements for all trades in company securities, ensuring that investors have visibility into transactions executed by individuals with access to material nonpublic information related to NASDAQ's business and financial condition.

Equity Compensation Components in Executive Holdings

The composition of Peterson's remaining 128,293 shares reveals the multi-component approach that NASDAQ uses for executive compensation. Restricted stock awards represent a significant portion of his holdings at 64,377 units, with approximately 60 percent of those units currently vested. This vesting schedule creates ongoing retention incentives for the executive, as unvested shares typically remain subject to forfeiture if employment terminates before the vesting schedule is completed.

Performance share units constitute another meaningful element of Peterson's equity portfolio, with 58,618 shares underlying PSUs in his beneficial ownership. Performance share units generally vest based on achievement of specified financial or operational metrics over a measurement period, linking executive compensation outcomes to company performance. The filing indicates that 48,986 of the underlying shares from the PSUs are currently vested, suggesting that Peterson has achieved the necessary performance targets for a substantial portion of his awards.

Employee Stock Purchase Plan Participation

The inclusion of 5,298 shares acquired through NASDAQ's Employee Stock Purchase Plan reflects Peterson's participation in a common employee benefit program. Employee stock purchase plans, or ESPPs, typically allow employees to purchase company shares at a discount to fair market value, either at the grant date or the exercise date, depending on the plan structure. Peterson's holdings through this vehicle represent voluntary purchases by the executive in addition to restricted stock and performance share unit awards.

The presence of ESPP shares in Peterson's portfolio demonstrates participation in the same equity purchase mechanism available to other company employees. Such programs are generally viewed as alignment mechanisms between employees and shareholders, as they create a direct financial interest in company share price appreciation among the workforce. The relatively modest size of the ESPP position—5,298 shares compared to over 120,000 shares in other categories—suggests that the ESPP represents a supplementary element of Peterson's total compensation rather than the primary vehicle for equity holdings.

Filing Date and Timing Considerations

The transaction occurred on July 24, 2026, while the Form 4 filing was submitted to the Securities and Exchange Commission on July 28, 2026. This four-day interval falls within the standard filing window required for executive officers to report securities transactions. SEC Rule 16a-3 requires officers to file Form 4 within two business days following the date of the transaction, and the July 28 filing date aligns with this regulatory timeline, confirming compliance with mandatory reporting deadlines.

The timeliness of the filing enables investors and market participants to receive notification of the insider transaction within the statutory timeframe. The four-calendar-day lag between execution and public disclosure represents the standard administrative processing period for Form 4 submissions filed through the SEC's EDGAR system. This disclosure timeline provides reasonable speed for public awareness of insider trading activity while accommodating administrative processing requirements.

Legal Representation and Execution of Filing

The Form 4 filing was executed and signed by Alex Kogan on behalf of Bradley J. Peterson through a power of attorney arrangement. The signature line indicates that Kogan is authorized to execute the filing on Peterson's behalf, a common arrangement for senior executives who delegate the administrative responsibility for regulatory filings to designated representatives. The power of attorney structure allows for efficient handling of routine securities law compliance while maintaining the executive's legal responsibility for the accuracy and completeness of the disclosed information.

The filing includes the standard representation that intentional misstatements or omissions of facts constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). This language reinforces the legal weight of insider trading disclosures and the consequences for providing false or misleading information to the SEC. The requirement for the reporting person's signature or execution through authorized power of attorney underscores the personal accountability embedded in the insider reporting regime.

Investor Implications and Insider Trading Transparency

The disclosure of Peterson's share sale provides investors with information regarding insider sentiment and capital allocation decisions by senior NASDAQ management. Insider sales of company stock are monitored by market participants as potential indicators of executive confidence or strategic capital redeployment. However, a single transaction by one executive does not constitute a definitive signal regarding broader company prospects, as insiders may sell shares for numerous personal financial reasons unrelated to company performance.

The immediate share price impact was not clear from available public information. The magnitude of Peterson's sale—13,000 shares—represents a modest portion of NASDAQ's outstanding equity and therefore would not be expected to exert material pressure on the stock price in the absence of other significant market developments. Investors may be watching for patterns in insider trading activity across multiple executives or unusual volumes of insider selling, which could signal shifting management perspectives on company valuation or prospects.

Regulatory Compliance and Section 16 Reporting

Bradley Peterson's status as an officer of NASDAQ places him within the category of individuals subject to Section 16 of the Securities Exchange Act of 1934. This provision requires officers, directors, and principal shareholders to report all transactions in company securities through Form 4 filings. The reporting requirement ensures that investors have access to information about trading by insiders who possess potential access to material nonpublic information related to company operations and financial condition.

The Form 4 filing confirms that Peterson is subject to Section 16 reporting obligations and has complied with the filing requirements applicable to his securities transactions. The document does not indicate that Peterson is no longer subject to Section 16 obligations, confirming his continued status as a reporting person. This ongoing reporting requirement means that investors can expect continued public disclosure of Peterson's securities transactions for as long as he maintains his officer position at NASDAQ.