Form 4: CBOE Director Tomczyk Exercises RSUs, Sells for Tax

Fredric J Tomczyk, a Director at Cboe Global Markets, Inc., acquired common stock through RSU exercise and disposed of shares for tax purposes.

Summary

• Fredric J Tomczyk, a Director of Cboe Global Markets, Inc. (CBOE), reported transactions on February 19, 2026.
• Acquired 10,965 shares of common stock upon the exercise/conversion of Restricted Stock Units (RSUs) at a price of $286.17 per share.
• Disposed of 6,427 shares of common stock at $286.17 per share, likely to cover tax liabilities related to the RSU vesting.
• Following these transactions, Mr. Tomczyk beneficially owns 35,438 shares of common stock and 21,931 Restricted Stock Units.
• The number of restricted stock units initially granted was reduced due to Mr. Tomczyk's resignation as Chief Executive Officer, calculated based on a specific pro-rata formula.
• The restricted stock units vest in three equal annual installments, with the first installment occurring on February 19, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents a routine conversion of equity compensation into direct share ownership, though partially offset by tax-related sales and a prior reduction due to a management change.

Positives

• Director Fredric J Tomczyk acquired 10,965 shares of common stock through the exercise of Restricted Stock Units, indicating a conversion of equity incentives into direct ownership.

Negatives

• Disposed of 6,427 shares of common stock, likely for tax withholding, which reduces direct share ownership.
• The initial RSU grant was reduced due to Mr. Tomczyk's resignation as CEO, impacting the total number of units he received.

Risks

• The reduction in Mr. Tomczyk's restricted stock units was a direct consequence of his resignation as Chief Executive Officer, highlighting potential impacts of executive transitions on equity compensation.

Future Outlook

The filing indicates that the remaining 21,931 restricted stock units will continue to vest in three equal annual installments, with the first installment having occurred on February 19, 2026.

Industry Context

StockSavvy.ai notes that insider transactions, such as RSU exercises and subsequent share dispositions for tax purposes, are routine events in executive compensation. While not indicative of a change in company fundamentals, they provide transparency into executive equity holdings and compensation structures within the financial exchange industry, where Cboe Global Markets operates alongside peers like Nasdaq and ICE.

Management Changes

Stakeholder Impact

• Shareholders: Provides transparency into a director's equity holdings and compensation, confirming a director's continued ownership stake.

Next Steps

• Remaining 21,931 Restricted Stock Units will continue to vest in equal annual installments.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the exercise of restricted stock units and subsequent sale of shares for tax purposes by a director. While it shows a director converting equity compensation into common stock, it does not provide new fundamental information about the company's performance or strategic direction that would warrant a change in investment recommendation. The prior reduction in RSUs due to the CEO's resignation is a past event. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

Cboe Global Markets, CBOE, Fredric J Tomczyk, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Transaction, Director, Equity Compensation