[Form 3] MarketAxess Holdings Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Thermo Fisher Scientific Inc. (TMO) filed a Form 4 on July 1, 2025 disclosing that director Jennifer M. Johnson was credited with 76.54 phantom stock units on June 28, 2025 under the company’s Deferred Compensation Plan for Directors. The units, valued at $408.28 each, convert to common stock on a 1-for-1 basis when the director leaves the board or upon a change of control. After the credit, Johnson holds 474.05 stock-equivalent units, all recorded as direct ownership.

The transaction represents routine deferral of quarterly board retainer fees rather than an open-market purchase or sale. With an estimated market value of roughly $31 thousand, the filing is financially immaterial relative to Thermo Fisher’s multi-billion-dollar market capitalization. No options were exercised, no common shares were sold, and the company’s share count and cash position remain unchanged. The filing nevertheless reinforces incentive alignment by tying a portion of Johnson’s compensation to future shareholder returns.

Insights

Corporate Governance Analyst

TL;DR: Routine deferred-comp acquisition; negligible size, neutral impact.

The Form 4 records quarterly board-fee deferral into 76.54 phantom units, lifting the director’s stake to 474.05 units. Because phantom stock is settled only after service ends, there is no immediate liquidity event or cash flow. The $31k market value is immaterial to both the insider and TMO’s capital structure. From a governance standpoint, continued equity linkage is positive for alignment but not large enough to influence sentiment or valuation. I assign a neutral impact rating.

Portfolio Manager

TL;DR: Insignificant position increase; no trading signal.

Johnson’s phantom stock credit under the director plan is administrative, not opportunistic buying. Volume (76.54 units) is de minimis versus TMO’s average daily volume and implies no informational edge. The filing does not alter supply-demand dynamics or forward fundamentals; therefore, I view the market impact as non-existent and maintain a neutral stance on the shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Mirwani Nitin A

(Last) (First) (Middle)

C/O MARKETAXESS HOLDINGS INC.

55 HUDSON YARDS, 15TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2025

3. Issuer Name and Ticker or Trading Symbol
MARKETAXESS HOLDINGS INC [ MKTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.003 per share	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Exhibit 24-Power of Attorney

	/s/ Patrick Wilson as Attorney-in-Fact for Nitin A. Mirwani	07/01/2025
	** 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 5 (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.

FAQ

How many Thermo Fisher (TMO) shares did Jennifer M. Johnson acquire?

She was credited with 76.54 phantom stock units, convertible 1-for-1 into common shares.

What price was used to credit the phantom stock units?

Units were valued at $408.28 each, based on the quarter-end closing price.

What is Johnson’s total TMO beneficial ownership after the transaction?

Her deferred account now holds 474.05 common-stock equivalent units.

Is this an open-market purchase of Thermo Fisher shares?

No. The units were issued through the Deferred Compensation Plan for Directors, not bought on the open market.

When can the phantom stock units be converted to common stock?

They convert upon cessation of director service or a change of control of the company.