Foley Stephanie 4

What Happened

• Stephanie Foley, EVP and Chief Human Resources Officer at Cboe Global Markets, had performance-based restricted stock units (PSUs) vest on Feb 12, 2026. A total of 264 shares were issued to her at $0.00 (award/issuance).
• To cover tax withholding related to the vesting and associated dividend-equivalent settlement, 114 shares were withheld/disposed at $270.60 per share, totaling approximately $30,848. Net increase to her holdings from these transactions was 150 shares (264 issued − 114 withheld).

Key Details

• Transaction date: February 12, 2026. Filing date: February 17, 2026 (filed one business day late for a Form 4 reporting deadline).
• Prices recorded: awards issued at $0.00 (non‑cash award); withheld shares recorded at $270.60/share.
• Shares acquired: 264 (PSU vesting). Shares disposed/withheld: 114 (tax withholding). Net change: +150 shares.
• Footnotes:
  • F1: Vesting of PSUs awarded Nov 19, 2023; payout based on performance for 2023–2025 as certified Feb 12, 2026.
  • F2: Shares withheld to satisfy tax withholding on PSU vesting.
  • F3: Settlement of dividend equivalent rights tied to the vested PSUs.
  • F4: Shares withheld to satisfy taxes on the settled dividend equivalents.
• Shares owned after transaction: not specified in the provided excerpt of the filing.

Context

• This was a vesting/settlement event (award + tax-withholding), not an open-market sale or purchase. Withholding of shares to cover taxes is a routine administrative action and does not necessarily signal a personal decision to sell shares for investment reasons.
• Transaction codes: A = award/grant (PSU issuance); F = shares withheld/disposed to satisfy tax obligations (cashless withholding).