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FactSet Insider Ellis Nets $3.4M in Same-Day Option Exercise & Sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

FactSet Research Systems Inc. (FDS) – Form 4 insider transaction (filed 07/09/2025)

Executive Vice President of Initiatives & Partnerships, Christopher R. Ellis, reported a same-day option exercise and share sale executed on 07/08/2025:

  • Option exercise (Code M): 7,606 employee stock options exercised at $152.28 (grant dated 11/01/2016).
  • Open-market sales (Code S): The 7,606 shares acquired were immediately sold in five tranches between $441.99 and $448.20, generating proceeds of roughly $3.4 million (weighted average ≈ $446).
  • Post-transaction holdings: Direct ownership declined from 31,564.6867 to 23,952.2207 common shares. An additional 450 shares are held indirectly by the spouse.
  • A Form 5 correction removed 6.466 shares previously overstated.

The filing reflects a net disposition by a senior officer equal to ~24% of his pre-transaction direct stake. No other derivative positions remain from this specific option grant.

While the transaction monetises vested options and realises a sizable gain (exercise price vs. sale price spread ≈ $294 per share), it does not, by itself, signal changes in company fundamentals. Investors often monitor aggregated insider selling trends for sentiment and potential alignment concerns.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: EVP exercised 7,606 options and sold all shares (~$3.4 m), trimming direct stake by ~24%; modestly negative sentiment signal, limited fundamental impact.

The exercise-and-sell pattern is typical tax-efficient behaviour after a multi-year vesting schedule. The large spread between the $152.28 strike and ~$446 sale price realises substantial personal gains. However, because the executive fully liquidated the exercised shares rather than retaining any, the market may perceive a mild bearish sentiment. The remaining ~24k directly held shares suggest continued exposure, but proportionally smaller. Transaction size is immaterial relative to FDS’s >$17 bn market cap, so valuation impact should be minimal.

TL;DR: One-day option cash-out; notable but not alarming insider sale requiring routine monitoring.

Governance focus rests on pattern consistency and disclosure quality. Ellis filed promptly, included weighted-average price footnotes, and corrected prior share count, indicating procedural compliance. No Rule 10b5-1 plan box is checked, implying discretionary timing. Stakeholders should watch for cumulative sales across the C-suite; isolated events of this scale rarely affect voting or control dynamics.

Insider Ellis Christopher R
Role EVP, Initiatives & P'ships
Sold 7,606 shs ($3.40M)
Approx. gross sale proceeds $3.40M
Approx. exercise cost $1.16M
Approx. pre-tax spread $2.24M
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 7,606 $0.00 $0.00
Exercise Common Stock 7,606 $152.28 $1.16M
Sale Common Stock 200 $441.99 $88K
Sale Common Stock 800 $445.36 $356K
Sale Common Stock 2,102 $446.53 $939K
Sale Common Stock 4,404 $447.44 $1.97M
Sale Common Stock 100 $448.20 $45K
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 23,952.2207 shares (Direct); Common Stock — 450 shares (Indirect, By Spouse)
Footnotes (5)
  1. F1. This transaction was executed in multiple trades with sales prices ranging from $444.87 to $445.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  2. F2. This transaction was executed in multiple trades with sales prices ranging from $446.04 to $447.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  3. F3. This transaction was executed in multiple trades with sales prices ranging from $447.06 to $448.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  4. F4. Removes 6.466 shares that were inadvertently included on the reporting person's Form 5 filed September 16, 2024.
  5. F5. Options were granted on November 1, 2016 and vest ratably at 20% per year over five years upon the anniversary of the date of grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ellis Christopher R
(Last) (First) (Middle)
45 GLOVER AVENUE
7TH FLOOR
(Street)
NORWALK CT 06850
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [ FDS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Initiatives & P'ships
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/08/2025 M 7,606 A $152.28 31,564.6867 D
Common Stock 07/08/2025 S 200 D $441.99 31,364.6867 D
Common Stock 07/08/2025 S 800 D $445.36(1) 30,564.6867 D
Common Stock 07/08/2025 S 2,102 D $446.53(2) 28,462.6867 D
Common Stock 07/08/2025 S 4,404 D $447.44(3) 24,058.6867 D
Common Stock 07/08/2025 S 100 D $448.2 23,952.2207(4) D
Common Stock 450 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $152.28 07/08/2025 M 7,606 (5) 11/01/2026 Common Stock 7,606 $0 0 D
Explanation of Responses:
1. This transaction was executed in multiple trades with sales prices ranging from $444.87 to $445.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. This transaction was executed in multiple trades with sales prices ranging from $446.04 to $447.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. This transaction was executed in multiple trades with sales prices ranging from $447.06 to $448.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. Removes 6.466 shares that were inadvertently included on the reporting person's Form 5 filed September 16, 2024.
5. Options were granted on November 1, 2016 and vest ratably at 20% per year over five years upon the anniversary of the date of grant.
Remarks:
/s/ JILL CHAVARRIA, Attorney in Fact for Christopher R. Ellis 07/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR