DONOHUE CRAIG S 4

What Happened

• Craig S. Donohue, CEO and director of Cboe Global Markets (CBOE), exercised stock-derived awards on Feb 19, 2026 and received a restricted stock unit (RSU) grant. He exercised 4,683 derivative units by paying $286.17 per share (total cash to exercise $1,340,134). To cover tax withholding, 2,079 of those shares were surrendered/withheld (value reported $594,947). In addition, Donohue was granted 17,560 restricted stock units (RSUs) in the same filing.

Key Details

• Transaction date: February 19, 2026; Form filed: February 23, 2026 (appears timely).
• Exercise: 4,683 shares at $286.17 per share — total exercise cost $1,340,134 (transaction code M).
• Tax withholding: 2,079 shares withheld/disposed at $286.17 — value ~$594,947 (transaction code F).
• Grant: 17,560 RSUs awarded (transaction code A); RSUs represent a contingent right to one share each (see footnote).
• Vesting notes: Footnotes indicate RSUs vest in three equal annual installments — some units begin vesting Feb 19, 2026 and others begin Feb 19, 2027.
• Shares owned after the transaction are not provided in the summary data supplied.

Context

• This was an option exercise with net-share tax withholding (often called “sell-to-cover”): Donohue paid the exercise price in cash and had shares withheld to satisfy tax liabilities rather than selling all shares on the open market. That is a routine liquidity/tax action and not an open-market sale signaling a change in investment view.
• The 17,560 RSUs are time-based awards that vest over future years per the footnotes; grants and standard vesting do not by themselves indicate a change in insider sentiment.