Sexton John P 4

What Happened
John P. Sexton, Executive Vice President, General Counsel and Corporate Secretary of Cboe Global Markets (CBOE), had performance-based restricted stock units (PSUs) vest on February 12, 2026. A total of 9,726 shares were issued to him (acquisition price reported as $0.00). To satisfy tax withholding obligations, 3,782 shares were withheld/disposed at $270.60 per share, generating approximately $1,023,408 in withholding value. The PSUs were originally awarded on February 19, 2023 and vested based on performance for the 2023–2025 period.

Key Details

• Transaction date: February 12, 2026; Form filed February 17, 2026 (filed late).
• Awarded/issued shares: 9,726 shares (reported as $0.00 acquisition price).
• Shares withheld/disposed for taxes: 3,782 shares at $270.60/share ≈ $1,023,408 total.
• Net shares received (issued minus withheld): 5,944 shares (9,726 − 3,782).
• Footnotes: Vesting was performance-based (performance period 1/1/2023–12/31/2025, determined by the Compensation and Human Capital Committee). Dividend equivalent rights were settled and corresponding shares withheld for tax as noted.
• Transaction codes: A = Award/Grant; F = Payment of tax liability (shares withheld).
• Shares owned after transaction: Not specified in the filing.
• Timeliness: Form 4 was filed after the standard two-business-day window for officers (appears late).

Context
This was an award vesting and administrative tax withholding event—not an open-market sale or purchase. Withholding shares to cover taxes on vested equity is a routine corporate practice and does not by itself indicate insider buying or selling for investment reasons.