MarketAxess (NASDAQ: MKTX) CIO reports equity grants and tax share surrenders

Rhea-AI Filing Summary

MarketAxess Holdings chief information officer Naineshkumar S. Panchal reported equity awards and related tax-withholding share dispositions. On February 13, 2026, he acquired 394 shares at $0 following certification of performance stock unit metrics. On February 15, 2026, he surrendered 159 shares and 1,016 shares at $179.36 each to cover tax obligations tied to vesting awards and received a new grant of 3,239 restricted stock units at $0. The new restricted stock units vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029, leaving him with 12,801 directly owned common shares after the reported transactions.

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^*

Panchal Naineshkumar Shantilal

(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 Information 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)		394	A	$0	10,737	D
Common Stock, par value $0.003 per share	02/15/2026		F(2)		159	D	$179.36	10,578	D
Common Stock, par value $0.003 per share	02/15/2026		A		3,239	A	$0(3)	13,817	D
Common Stock, par value $0.003 per share	02/15/2026		F(4)		1,016	D	$179.36	12,801	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 Naineshkumar S. Panchal	02/17/2026
	** 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.

FAQ

What insider transactions did MKTX chief information officer Naineshkumar Panchal report?

He reported equity awards and related tax share surrenders. Panchal acquired 394 shares after performance stock unit certification and 3,239 restricted stock units, while surrendering 159 and 1,016 shares to MarketAxess to satisfy tax withholding obligations tied to vesting equity awards.

How many MarketAxess (MKTX) shares did Naineshkumar Panchal acquire and dispose of?

He acquired 394 shares on February 13, 2026, and 3,239 restricted stock units on February 15, 2026. He disposed of 159 shares and 1,016 shares on February 15, 2026, both as tax-withholding dispositions to the company rather than open-market sales.

At what price were the MKTX tax-withholding share dispositions reported by Naineshkumar Panchal?

The tax-withholding dispositions were reported at a price of $179.36 per share. Two such transactions occurred on February 15, 2026, covering 159 shares and 1,016 shares surrendered to MarketAxess to satisfy tax obligations from vesting equity awards.

What is the vesting schedule for Naineshkumar Panchal’s new MKTX restricted stock units?

The 3,239 restricted stock units vest in three tranches. They vest 34% on February 15, 2027, 33% on February 15, 2028, and 33% on February 15, 2029, under MarketAxess Holdings Inc.’s 2020 Equity Incentive Plan.

How many MarketAxess (MKTX) shares does Naineshkumar Panchal own after these Form 4 transactions?

After the reported transactions, Panchal directly owns 12,801 shares of MarketAxess common stock. This figure reflects the net result of equity award-related acquisitions and the tax-withholding share surrenders reported on February 13 and February 15, 2026.

Were Naineshkumar Panchal’s MKTX share dispositions open-market sales?

No, the dispositions were tax-withholding surrenders to the company. The Form 4 identifies both as code F transactions, described as payment of tax liability by delivering securities upon vesting of performance stock units and previously granted restricted stock units.