MarketAxess (NASDAQ: MKTX) CRO reports stock awards and tax share surrenders

Rhea-AI Filing Summary

MarketAxess Holdings Inc. Chief Revenue Officer Kevin M. McPherson reported equity compensation and related tax-withholding transactions in company common stock. On February 13, 2026, he acquired 939 shares following certification of performance metrics tied to performance stock units granted on February 15, 2023.

On February 15, 2026, McPherson surrendered 462 shares at $179.36 per share to cover taxes on those performance units and received a grant of 4,416 restricted stock units at no cost under the 2020 Equity Incentive Plan. The restricted stock units vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029.

He also surrendered an additional 1,525 shares at $179.36 per share to satisfy tax withholding on previously granted restricted stock units. After these transactions, McPherson directly owned 71,049 shares of MarketAxess common stock.

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

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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^*

McPherson Kevin M

(Last) (First) (Middle)

C/O MARKETAXESS HOLDINGS INC.

55 HUDSON YARDS, 15TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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, par value $0.003 per share	02/13/2026		A(1)		939	A	$0	68,620	D
Common Stock, par value $0.003 per share	02/15/2026		F(2)		462	D	$179.36	68,158	D
Common Stock, par value $0.003 per share	02/15/2026		A		4,416	A	$0(3)	72,574	D
Common Stock, par value $0.003 per share	02/15/2026		F(4)		1,525	D	$179.36	71,049	D

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

Explanation of Responses:

1. On February 13, 2026, the Compensation and Talent Committee of the Board of Directors of the Issuer certified the performance metrics relating to the performance stock units granted to the Reporting Person on February 15, 2023.

2. Represents the surrender of shares to the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of the performance stock units.

3. Represents a grant of restricted stock units pursuant to the Company's 2020 Equity Incentive Plan. The restricted stock units shall vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029.

4. Represents the surrender of shares to the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person.

	/s/ Patrick Wilson as Attorney-in-Fact for Kevin M. McPherson	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did MarketAxess (MKTX) Chief Revenue Officer Kevin McPherson report on this Form 4?

Kevin McPherson reported equity compensation and related tax-withholding transactions in MarketAxess common stock. The filing details new grants of performance and restricted stock units plus share surrenders to cover tax obligations, along with his updated direct ownership position.

How many MarketAxess (MKTX) shares did Kevin McPherson acquire in these transactions?

McPherson acquired 939 shares tied to certified performance stock units and 4,416 restricted stock units at no cost. These awards reflect equity compensation approved under existing company plans, increasing his potential future ownership as those restricted stock units vest over several years.

Why did Kevin McPherson surrender MarketAxess (MKTX) shares in this Form 4?

He surrendered 462 shares and 1,525 shares of MarketAxess common stock to the company to satisfy tax withholding obligations. These tax-withholding dispositions occurred upon vesting of performance stock units and previously granted restricted stock units, rather than representing open-market share sales.

What is the vesting schedule for Kevin McPherson’s new MarketAxess (MKTX) restricted stock units?

The 4,416 restricted stock units granted to McPherson vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029. This multi-year vesting schedule is designed to align ongoing compensation with longer-term performance and retention.

How many MarketAxess (MKTX) shares does Kevin McPherson own after the reported Form 4 transactions?

Following the reported awards and tax-withholding share surrenders, McPherson directly owns 71,049 shares of MarketAxess common stock. This figure reflects his updated beneficial ownership after the February 13 and February 15, 2026 equity compensation-related transactions.

What was the price used for Kevin McPherson’s MarketAxess (MKTX) tax-withholding share surrenders?

The tax-withholding dispositions were recorded at a price of $179.36 per share. This price applied to the 462 shares and 1,525 shares surrendered to MarketAxess to satisfy McPherson’s tax obligations upon vesting of stock-based awards.