McPherson Kevin M 4

4 · MARKETAXESS HOLDINGS INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

MarketAxess (MKTX) CRO Kevin McPherson Receives Awards, Surrenders Shares

What Happened

Kevin M. McPherson, Chief Revenue Officer of MarketAxess (MKTX), had performance and restricted stock unit transactions in mid-February 2026. On Feb 13, 2026 he acquired 939 shares (performance stock units) at $0.00 following certification of performance metrics; 462 of those shares were surrendered on Feb 15, 2026 to satisfy tax withholding (disposed at $179.36, value $82,864). On Feb 15, 2026 he was granted 4,416 restricted stock units (RSUs) at $0.00 (multi-year vesting); separately 1,525 shares were surrendered on Feb 15 to satisfy tax withholding related to prior RSU vesting (disposed at $179.36, value $273,524). In total: 5,355 units awarded/granted and 1,987 shares surrendered for taxes (total withheld value $356,388).
These were awards/vesting events and share surrenders to cover tax obligations — not open-market sales or purchases.

Key Details

Transaction dates/prices:
- 2026-02-13: Award/acquisition of 939 shares @ $0.00 (PSU vesting after committee certification).
- 2026-02-15: 462 shares surrendered @ $179.36 (disposed) to cover taxes — $82,864.
- 2026-02-15: Grant of 4,416 RSUs @ $0.00 (new award).
- 2026-02-15: 1,525 shares surrendered @ $179.36 (disposed) to cover taxes — $273,524.
Shares owned after transaction: Not disclosed in the provided filing details.
Notable footnotes:
- F1: Compensation Committee certified PSU performance metrics (relating to PSUs granted 2/15/2023).
- F2/F4: The disposals represent share surrenders to satisfy tax withholding upon vesting.
- F3: The 4,416 RSUs vest 34% on 2/15/2027, 33% on 2/15/2028, and 33% on 2/15/2029.
Filing date: Form 4 filed Feb 17, 2026 covering transactions on Feb 13–15, 2026. No indication in the provided data that the filing was late.

Context

These transactions are largely compensation-related (PSU vesting and an RSU grant) with shares surrendered to cover tax obligations — a routine, non‑open-market action. Surrendering shares to satisfy withholding is common and should not be read the same as a voluntary market sale.
The PSU event required committee certification of performance metrics before vesting; the RSU grant will vest over the next three years per the schedule above.

Form 4

Period: 2026-02-13

Chief Revenue Officer

Transactions

Award
Common Stock, par value $0.003 per share
[F1]
2026-02-13+939→ 68,620 total
Tax Payment
Common Stock, par value $0.003 per share
[F2]
2026-02-15$179.36/sh−462$82,864→ 68,158 total
Award
Common Stock, par value $0.003 per share
[F3]
2026-02-15+4,416→ 72,574 total
Tax Payment
Common Stock, par value $0.003 per share
[F4]
2026-02-15$179.36/sh−1,525$273,524→ 71,049 total

Footnotes (4)

[F1]On February 13, 2026, the Compensation and Talent Committee of the Board of Directors of the Issuer certified the performance metrics relating to the performance stock units granted to the Reporting Person on February 15, 2023.
[F2]Represents the surrender of shares to the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of the performance stock units.
[F3]Represents a grant of restricted stock units pursuant to the Company's 2020 Equity Incentive Plan. The restricted stock units shall vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029.
[F4]Represents the surrender of shares to the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person.

Signature

/s/ Patrick Wilson as Attorney-in-Fact for Kevin M. McPherson|2026-02-17

1 file