Form 4: CBOE CEO Donohue Reports Equity Compensation Activity

Cboe Global Markets CEO Craig S. Donohue reported the exercise of restricted stock units, subsequent tax-related share disposition, and a new RSU grant.

Summary

• CEO Craig S. Donohue exercised 4,683 restricted stock units (RSUs) into common stock on February 19, 2026, at a price of $286.17 per share.
• Concurrently, 2,079 shares were disposed of to cover tax liabilities related to the RSU vesting, also at $286.17 per share.
• Following these transactions, Donohue directly owns 2,604 shares of common stock.
• Donohue also received a new grant of 17,560 restricted stock units on February 19, 2026, which will vest in three equal annual installments beginning February 19, 2027.
• He now beneficially owns 9,365 previously granted RSUs and the newly granted 17,560 RSUs, totaling 26,925 RSUs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting ongoing executive compensation and retention, with the CEO receiving a new RSU grant, aligning his interests with long-term company performance.

Positives

• The CEO exercised restricted stock units, indicating the vesting of previously awarded equity compensation.
• A new grant of 17,560 restricted stock units was awarded to the CEO, aligning his interests with long-term shareholder value.

Negatives

• A portion of the exercised shares (2,079 shares) was disposed of to cover tax obligations, which is a common practice but reduces direct share ownership.

Future Outlook

The filing indicates future vesting schedules for restricted stock units, with the newly granted 17,560 RSUs vesting in three equal annual installments beginning February 19, 2027.

Industry Context

StockSavvy.ai notes that equity compensation, including restricted stock units, is a standard practice in the financial services industry to incentivize and retain key executives. The grant of new RSUs to the CEO aligns his long-term interests with the company's performance, a common strategy among publicly traded exchanges and market infrastructure providers.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) for executive compensation is a common practice across major financial exchanges and market infrastructure companies, such as Nasdaq (NDAQ) and Intercontinental Exchange (ICE).
• The vesting schedule of three equal annual installments is typical for long-term incentive plans in the industry, aiming to retain executives over several years.
• The disposition of shares to cover tax liabilities upon vesting is a standard and expected procedure for equity compensation, consistent with practices at peer companies.

Related Party Transactions

• The transactions are between the CEO and the company as part of an equity compensation plan, which is a common form of related-party transaction in this context.

Stakeholder Impact

• Shareholders: The new RSU grant aligns the CEO's long-term incentives with shareholder value creation. The tax-related disposition is a routine event and does not significantly impact the overall share structure.
• Employees: Reflects standard executive compensation practices, which can set a precedent for other senior management.

Next Steps

• The newly granted 17,560 restricted stock units will vest in three equal annual installments beginning February 19, 2027.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting and grant of restricted stock units. While the new RSU grant aligns the CEO's interests with long-term performance, these transactions are expected and do not provide new fundamental information that would warrant a change in investment thesis. Therefore, a "hold" recommendation is appropriate as it reflects no significant new positive or negative catalysts from this specific filing.

Keywords

Cboe Global Markets, CBOE, Craig S. Donohue, Form 4, Insider Trading, Restricted Stock Units, Equity Compensation, CEO, Stock Transaction