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What changed in Cboe Global Markets's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cboe Global Markets's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+632 added−669 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in Cboe Global Markets's 2025 10-K

632 paragraphs added · 669 removed · 509 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

153 edited+35 added−80 removed106 unchanged
Biggest changeThis process includes investments in advanced development planning for targeted successors to accelerate their readiness through key internal projects and assignments as well as tailored training. One of our CEO’s top areas of focus is to develop talent and spend time on succession planning, particularly in light of the executive transitions we experienced in 2023.
Biggest changeCboe has held multiple succession planning discussions with the Compensation and Human Capital Committee and Board of Directors to plan for the fulfillment of essential roles, such as the CEO and other senior officers. This process includes investments in advanced development planning for targeted successors to accelerate their readiness through key internal projects and assignments as well as tailored training.
The North American Equities segment also includes corporate listing services on Cboe Canada Inc., ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. • Europe and Asia Pacific.
The North American Equities segment also includes corporate listing services on Cboe Canada, ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. • Europe and Asia Pacific.
We regularly test our data center recovery plans and periodically carry out weekend tests using our back-up data centers, as well as an annual test with our U.S. trading participants. Cboe Canada Inc., as required by local regulations, conducts internal testing of its disaster recovery data processing capabilities at least annually, and participates in the bi-annual testing coordinated by CIRO.
We regularly test our data center recovery plans and periodically carry out weekend tests using our back-up data centers, as well as an annual test with our U.S. trading participants. Cboe Canada, as required by local regulations, conducts internal testing of its disaster recovery data processing capabilities at least annually, and participates in the bi-annual testing coordinated by CIRO.
The regulations applicable to Cboe Canada Inc. cover a wide array of areas, including, but not limited to, marketplace operations (which include corporate governance, fair access, systems compliance and integrity, and conflict management requirements), trading rules, electronic trading risk management, and financial viability. Australian Securities Industry Cboe Australia is subject to comprehensive regulation and oversight by ASIC.
The regulations applicable to Cboe Canada cover a wide array of areas, including, but not limited to, marketplace operations (which include corporate governance, fair access, systems compliance and integrity, and conflict management requirements), trading rules, electronic trading risk management, and financial viability. Australian Securities Industry Cboe Australia is subject to comprehensive regulation and oversight by ASIC.
We also offer zero days to expiry (0-DTE) products, Long Term Equity AnticiPation Securities (LEAPs), Mini- and Nano-SPX options, FLEX- and FLEX micro-SPX options, and SPX Weeklys options, which have settlements on Mondays, Tuesdays, Wednesdays, Thursdays, Fridays and on the last trading day of each month and 24x5 trading in SPX options.
We also offer zero days to expiry (0-DTE) products, Long Term Equity AnticiPation Securities (LEAPs), Mini- and NANO-SPX options, FLEX- and FLEX micro-SPX options, and SPX Weeklys options, which have settlements on Mondays, Tuesdays, Wednesdays, Thursdays, Fridays, and on the last trading day of each month and nearly 24x5 trading in SPX options.
This includes associated transaction and clearing fees on our equities and FX markets and clearing business, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments.
This includes associated transaction and clearing fees on our equities and FX markets and clearing business, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, and Global FX segments.
The Canadian Depository for Securities (“CDS”) is the sole provider of clearing on all equities transactions occurring on Cboe Canada Inc. With respect to Australian equities and derivatives, Cboe Australia delivers matched trades of its customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd.
The Canadian Depository for Securities (“CDS”) is the sole provider of clearing on all equities transactions occurring on Cboe Canada. With respect to Australian equities and derivatives, Cboe Australia delivers matched trades of its customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd.
Cash and Spot Markets We are one of the largest equities market operators, operating four U.S. equities exchanges, international exchanges in Europe, Canada, Japan and Australia, as well as a number of alternative trading systems and an FX platform.
Cash and Spot Markets We are one of the largest equities market operators, operating four U.S. equities exchanges, international exchanges in Europe, Canada, and Australia, as well as a number of alternative trading systems and an FX platform.
The CEA and CFTC regulations establish criteria for an exchange to be designated as a contract market on which futures and futures options contracts may be traded, and for a trading platform to be designated as a swap execution facility on which certain swaps may be traded.
The CEA and CFTC regulations establish criteria for an exchange to be designated as a contract market on which futures and futures options contracts may be traded, and for a trading platform to be designated as a swap execution facility on which swaps may be traded.
This includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, Europe and Asia Pacific, and Digital segments.
This includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, and Europe and Asia Pacific segments.
The CEA generally requires that futures trading in the United States be conducted on a designated contract market and, in some cases, requires swaps trading to be conducted on a swap execution facility (“SEF”) or designated contract market (“DCM”).
The CEA generally requires that futures trading in the United States be conducted on a designated contract market (“DCM”) and, in some cases, requires swaps trading to be conducted on a swap execution facility (“SEF”) or DCM.
The approved CAT Funding Model contemplates two categories of CAT fees calculated based on the “executed equivalent shares” of transactions in eligible securities: (i) CAT fees assessed by CATLLC to Industry Members who are CAT Executing Brokers (the brokers responsible for executing each side of the transaction) to recover a portion of historical CAT costs previously funded by monies loaned to CATLLC by the Plan Participants; and (ii) CAT fees assessed by CATLLC to CAT Executing Brokers and Plan Participants to fund prospective CAT costs.
The approved CAT Funding Model contemplated two categories of CAT fees calculated based on the “executed equivalent shares” of transactions in eligible securities: (i) CAT fees assessed by CATLLC to Industry Members who are CAT Executing Brokers (the brokers responsible for executing each side of the transaction) to recover a portion of historical CAT costs previously funded by monies loaned to CATLLC by the Plan Participants; and (ii) CAT fees assessed by CATLLC to CAT Executing Brokers and Plan Participants to fund prospective CAT costs.
Cboe and BIDS Trading collaborate in operating similar venues with our cash and spot markets in Australia, Canada, Europe, and Japan. Our fully electronic Canadian securities exchange, Cboe Canada Inc., offers four order books, NEO-L, NEO-N, NEO-D and MATCHNow, which operate various market models including maker-taker, taker-maker, large order priority, and frequent call matches with continuous execution opportunities, among others.
Cboe and BIDS Trading collaborate in operating similar venues with our cash and spot markets in Canada and Europe. Our fully electronic Canadian securities exchange, Cboe Canada Inc., offers four order books, NEO-L, NEO-N, NEO-D, and MATCHNow, which operate various market models including maker-taker, taker-maker, large order priority, and frequent call matches with continuous execution opportunities, among others.
The Company's reports filed with, or furnished to, the SEC are also available on the SEC's website at www.sec.gov. In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation Committee, and (iii) Nominating and Governance Committee, as well as our Code of Business Conduct and Ethics and Corporate Governance Guidelines.
The Company's reports filed with, or furnished to, the SEC are also available on the SEC's website at www.sec.gov. In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation and Human Capital Committee, and (iii) Nominating and Governance Committee, as well as our Code of Business Conduct and Ethics and Corporate Governance Guidelines.
Moreover, even in the largely unregulated spot FX market, this movement towards additional trading standards and norms is highlighted by the publication of the FX Global Code in 2017 by the Global Foreign Exchange Committee, and re-affirmed in 2021, reflecting principles of good conduct for the wholesale FX market, and whose publication may lead to additional oversight in the global FX market.
Moreover, even in the largely unregulated spot FX market, this movement towards additional trading standards and norms is highlighted by the publication of the FX Global Code in 2017 by the Global Foreign Exchange Committee, and re-affirmed in 2024, reflecting principles of good conduct for the wholesale FX market, and whose publication may lead to additional oversight in the global FX market.
Under Exchange Act Rule 17d-1, the SEC designates one SRO to be the designated examining authority (“DEA”) for each broker-dealer that is a member of more than one SRO. The DEA is responsible for the regulatory oversight of applicable financial responsibility rules pertaining to that broker-dealer. Cboe Options is the DEA for several of its TPHs.
Under Exchange Act Rule 17d-1, the SEC designates one SRO to be the designated examining authority (“DEA”) for each broker-dealer that is a member of more than one SRO. The DEA is responsible for the regulatory oversight of applicable financial responsibility rules pertaining to that broker-dealer. Cboe Options is the DEA for some of its TPHs.
In order to support our efforts and those of our market participants to comply with applicable law and our exchange rules, we developed a regulatory program to monitor market activity on our exchanges. All of our Exchanges, CFE, and Cboe Digital Exchange are participants in various cooperative and regulatory information sharing agreements, including in the Intermarket Surveillance Group (“ISG”).
In order to support our efforts and those of our market participants to comply with applicable law and our exchange rules, we developed a regulatory program to monitor market activity on our exchanges. All of our Exchanges, and CFE, are participants in various cooperative and regulatory information sharing agreements, including in the Intermarket Surveillance Group (“ISG”).
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Note 4 ("Revenue Recognition"), and Note 16 ("Segment Reporting") in the notes to our consolidated financial statements for discussion of revenues and certain operational and financial metrics, and operating income (or loss) by business segment. Certain activities within our segments operate globally.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations," Note 4 ("Revenue Recognition"), and Note 16 ("Segment Reporting") in the notes to our consolidated financial statements for discussion of revenues and certain operational and financial metrics, and operating income (or loss) by business segment. Certain activities within our segments operate globally.
Cboe Clear Europe is also recognized as a foreign central counterparty in Switzerland, which allows it to provide services to Swiss Clearing Participants and SIX Swiss Exchange AG. Cboe NL is also subject to regulation by ESMA. Much of the UK and Dutch financial services regulation originates from the EU.
Cboe Clear Europe is also recognized as a foreign central counterparty in Switzerland, which allows it to provide services to Swiss clearing members and SIX Swiss Exchange AG. Cboe NL is also subject to regulation by ESMA. Much of the UK and Dutch financial services regulation originates from the EU.
Item 1. Business The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024. This description contains forward-looking statements that involve risks and uncertainties.
Item 1. Business The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025. This description contains forward-looking statements that involve risks and uncertainties.
The DNB is committed to a stable financial system: stable prices, solid financial institutions, and properly functioning payment transfers. Cboe Clear Europe is recognized as a non-UK CCP in the United Kingdom, which allows it to provide services to UK Clearing Participants and UK trading venues.
The DNB is committed to a stable financial system: stable prices, solid financial institutions, and properly functioning payment transfers. Cboe Clear Europe is recognized as a non-UK CCP in the United Kingdom, which allows it to provide services to UK clearing members and UK trading venues.
Additionally, corporate and ETP issuers have multiple venues they can choose from in the listing of their products. In Canada, our recognized Canadian securities exchange, Cboe Canada Inc., competes with several Canadian exchanges and ATSs. In Australia, our exchange, Cboe Australia, competes with other Australian exchanges and crossing systems.
Additionally, corporate and ETP issuers have multiple venues they can choose from in the listing of their products. In Canada, our recognized Canadian securities exchange, Cboe Canada, competes with several Canadian exchanges and ATSs. In Australia, our exchange, Cboe Australia, competes with other Australian exchanges, listing markets, and crossing systems.
CFE, Cboe SEF, and Cboe Digital Exchange are also members of the Joint Audit Committee (“JAC”), which is a representative committee of the U.S. futures exchanges and regulatory organizations which participate in a joint audit and financial surveillance program that has been approved and is overseen by the CFTC.
CFE and Cboe SEF are also members of the Joint Audit Committee (“JAC”), which is a representative committee of the U.S. futures exchanges and regulatory organizations which participate in a joint audit and financial surveillance program that has been approved and is overseen by the CFTC.
Prior to that, he served as Bats' Executive Vice President and Global Chief Information Officer since February 2014, he served as Bats' Senior Vice President, Chief Operation Officer from 2007 to 2014 and he has held other various senior leadership positions since 2005. Prior to being one of the founders of Bats, Mr.
Prior to that, he served as Bats' Executive Vice President and Global Chief Information Officer since February 2014, he served as Bats' Senior Vice President, Chief Operating Officer from 2007 to 2014 and he has held other various senior leadership positions since 2005. Prior to being one of the founders of Bats, Mr.
Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer. As a result, it guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.
Cboe Clear Europe acts as a central counterparty that, for its clearing members, becomes the buyer to every seller and the seller to every buyer. As a result, it guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.
If CFE or Cboe SEF fails to comply with applicable laws, rules or regulations, it may be subject to: censure, fines, cease-and-desist orders, suspension of its business, and removal of personnel or other sanctions, including revocation of CFE’s designation as a contract market or Cboe SEF’s designation as a swap execution facility.
If CFE or Cboe SEF fails to comply with applicable laws, rules or regulations, it may be subject to: censure, fines, cease-and-desist orders, suspension of its business, and removal of personnel or other sanctions, including revocation of CFE’s designation as a contract market or Cboe SEF’s designation as a swap execution facility. Cboe Clear U.S.
The Consolidated Audit Trail Plan (“CAT Plan”) functions as the limited liability company agreement of Consolidated Audit Trail, LLC (“CATLLC”), the limited liability company formed under Delaware state law through which the SROs (the “Plan Participants”) conduct the activities of the Consolidated Audit Trail (“CAT”).
The Consolidated Audit Trail Plan (“CAT Plan”) functions as the limited liability company agreement of Consolidated Audit Trail, LLC (“CATLLC”), the limited liability company formed under Delaware state law through which the SROs (the “Plan Participants”) conduct the activities of the CAT.
Cboe Clear Europe clearing participants include EEA regulated banks and brokerage trading firms. Our institutional global FX customers include banks, broker-dealers, hedge funds, asset managers, proprietary trading firms, Commodity Trading Advisors, and corporates.
Cboe Clear Europe clearing members include EEA regulated banks and brokerage trading firms. Our institutional global FX customers include banks, broker-dealers, hedge funds, asset managers, proprietary trading firms, Commodity Trading Advisors, and corporates.
The Cboe Data Vantage business includes access and capacity fees to our markets, proprietary market data fees from various licensing agreements and proprietary indices, and associated other revenue across Cboe’s six segments.
The Cboe Data Vantage business includes access and capacity fees to our markets, proprietary market data fees from various licensing agreements and proprietary indices, and associated other revenue across Cboe’s five segments.
The North American Equities segment includes U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform in the U.S. and Canada, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’s order books.
The North American Equities segment includes U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform in the U.S. and the Cboe BIDS Canada platform, and Canadian equities and other transaction services that occur on or through Cboe Canada’s order books.
The VIX Index (as defined below), although not directly tradable, is based on the mid-point of real-time quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility. The VIX Index methodology provides the basis for the creation of VIX options and futures.
The VIX Index, although not directly tradable, is based on the mid-point of real-time quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility. The VIX Index methodology provides the basis for the creation of VIX options and futures.
The rules of the exchange must also assure fair representation of its members in the selection of its directors and administration of its affairs and, among other things, provide that one or more directors be representative of issuers or investors and not be associated with a member of the exchange or with a broker or dealer.
The rules of the exchange must also assure fair representation of its members in the selection of its directors and administration of its affairs and, among other things, provide that one or more directors be representative of issuers or investors and not be associated 15 Table of Contents with a member of the exchange or with a broker or dealer.
In addition, Cboe Global Markets indirectly holds all of the issued share capital and voting rights in Cboe Europe and its wholly-owned subsidiaries, Cboe Chi-X Europe and Cboe NL.
In addition, Cboe Global Markets indirectly holds all of the issued share capital and voting rights in Cboe Chi-X Europe and Cboe Europe, and its wholly-owned subsidiary Cboe NL.
Isaacson serves as the Chairman of the Board of Directors of Cboe Digital Exchange and Cboe Clear U.S. and previously served as the Chairman of the Boards of Directors of CFE and Cboe SEF and on the Boards of Directors of Cboe Japan, Cboe Australia, and OCC. Mr.
Isaacson serves on the Board of Directors of OCC, as the Chairman of the Board of Directors of Cboe Clear U.S., and previously served as the Chairman of the Boards of Directors of CFE and Cboe SEF and on the Boards of Directors of Cboe Japan and Cboe Australia. Mr.
We will provide a copy of these documents without charge to stockholders upon written request to Investor Relations, Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607. Our website and information included in or linked to our website are not part of this Form 10-K. 28 Table o f Contents
We will provide a copy of these documents without charge to stockholders upon written request to Investor Relations, Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607. Our website and information included in or linked to our website are not part of this Form 10-K. 24 Table of Contents
The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”).
The Europe and Asia Pacific segment includes the pan-European derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and CEDX.
This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services. • Futures.
This segment also includes Cboe Europe, Cboe NL, and Cboe Australia revenue generated from the licensing of proprietary market data and from access and capacity services. • Futures.
However, there are review clauses contained in the legislation which provide a further opportunity to review the effectiveness of the transparency regime, at which point, potential changes may have a material adverse effect on our business, financial condition, and operating results. See “Risk Factors” for more information. Compliance U.S.
However, there are review clauses contained in the legislation which provide a further opportunity to review the effectiveness of the transparency regime, at which point potential changes may have a material adverse effect on our business, financial condition, and operating results. See "Risk Factors" for more information. Compliance U.S.
Also, in order to continue to implement new enhancements to our trading platforms, new releases of software are generally deployed routinely in all of the applicable markets. Disaster Recovery We operate and maintain geographically diverse disaster recovery facilities for all of our markets.
Also, in order to continue to implement new enhancements to our trading platforms, new releases of software are generally deployed routinely in all of the applicable markets. 13 Table of Contents Disaster Recovery We operate and maintain geographically diverse disaster recovery facilities for all of our markets.
We also compete against certain multi-listed options products, such as SPY options and cash settled index options, which may offer similar market exposure of our proprietary products, such as SPX options. The listed options industry is extremely competitive.
We also compete against certain multi-listed options products, such as SPY options and cash settled index options, and certain event prediction markets, which may offer similar market exposure of our proprietary products, such as SPX options. The listed options industry is extremely competitive.
Our U.S. equities and the BIDS Trading ATS compete against 12 other equities exchanges as of December 31, 2024, and over 25 other ATSs and single dealer platforms. Market participants have multiple venues for the execution of orders, including national securities exchanges and numerous off-exchange venues, including other ATSs and broker-dealers that internalize orders off-exchange.
Our U.S. equities and the BIDS Trading ATS compete against 13 other equities exchanges as of December 31, 2025, and over 25 other ATSs and single dealer platforms. Market participants have multiple venues for the execution of orders, including national securities exchanges and numerous off-exchange venues, including other ATSs and broker-dealers that internalize orders off-exchange.
In addition, the Company operates Cboe Europe, one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.
In addition, the Company operates Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe and Canada, Cboe Australia, an operator of a regulated stock exchange in Australia, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada, a recognized Canadian securities exchange.
The Exchanges have entered into certain bi-lateral Rule 17d-2 agreements under which FINRA is allocated responsibility for enforcing certain federal securities laws and certain exchange rules that are common with FINRA rules.
The Exchanges have entered into certain bilateral Rule 17d-2 agreements under which FINRA is allocated responsibility for enforcing certain federal securities laws and certain exchange rules that are common with FINRA rules.
In addition to market data, access services include all access and capacity products including connectivity, terminal and other equipment rights, maintenance services, trading floor space, permits for the opportunity to trade, and telecommunications services. • Cboe Global Indices. Services include index creation, calculation, licensing, and data dissemination.
In addition to market data, access services include all access and capacity products including connectivity, terminal and other equipment rights, maintenance services, trading floor space, permits for the opportunity to trade, and telecommunications services. • Cboe Global Indices. Services include index creation, calculation, licensing, and data dissemination (including indicative net asset values).
In addition to any transaction fee revenue generated from trading of products based on these indices on Cboe exchanges, we distribute these indices through the Cboe Global Index Feed index data subscription service and, together with index providers with whom we have strategic relationships, we license proprietary indices for third parties to use to create third-party indices and products.
In addition to any transaction fee revenue generated from trading of products based on these indices on Cboe exchanges, we distribute these indices through the Cboe Global Indices Feed (“CGIF”) data subscription service and a third-party cloud-native data platform and, together with index providers with whom we have strategic relationships, we license proprietary indices for third parties to use to create third-party indices and products.
Additionally, as a Financial Market Infrastructure, Cboe Clear Europe is subject to strict business continuity requirements and regulatory oversight. Cboe Clear Europe clears equities and equity like instruments traded on 47 European trading segments. Cboe Clear Europe also clears equity derivative instruments traded on Cboe NL.
Additionally, as a Financial Market Infrastructure, Cboe Clear Europe is subject to strict business continuity requirements and regulatory oversight. Cboe Clear Europe clears equities and equity like instruments traded on 47 European trading segments. Cboe Clear Europe also clears equity derivative instruments traded on Cboe NL. Additionally, Cboe Clear Europe clears SFTs in cash equities and ETFs.
Cboe Australia and Cboe Japan conduct internal testing of their disaster recovery data processing capabilities at least annually. In Europe, we also regularly test our data center recovery plans and periodically carry out weekend tests which use our back-up data center, as well as an annual test with our European trading participants.
Cboe Australia conducts internal testing of its disaster recovery data processing capabilities at least annually. In Europe, we also regularly test our data center recovery plans and periodically carry out weekend tests which use our back-up data center, as well as an annual test with our European trading participants.
Each of CFE and Cboe SEF has surveillance and regulatory operations and procedures to monitor and enforce compliance by trading privilege holders with CFE rules, and by participants with Cboe SEF rules, as applicable.
Each of CFE and Cboe SEF has surveillance and regulatory operations and procedures to monitor and enforce compliance by trading 16 Table of Contents privilege holders with CFE rules, and by participants with Cboe SEF rules, as applicable.
For information regarding risks related to our international operations see “Risk Factors.” 9 Table o f Contents Competitive Strengths Cboe is a leading provider of market infrastructure and tradable products across cash and spot markets, derivatives markets, and Cboe Data Vantage products and services.
For information regarding risks related to our international operations see “Risk Factors.” Competitive Strengths Cboe is a leading provider of market infrastructure and tradable products across cash and spot markets, derivatives markets, and Cboe Data Vantage products and services.
The SEC, SROs and state securities commissions may conduct proceedings which can result in injunctions or other sanctions, 20 Table o f Contents censures, fines, the issuance of cease and desist orders, or the suspension or expulsion of a broker-dealer, its officers, or employees.
The SEC, SROs and state securities commissions may conduct proceedings which can result in injunctions or other sanctions, censures, fines, the issuance of cease and desist orders, or the suspension or expulsion of a broker-dealer, its officers, or employees.
CFE is a designated contract market, and Cboe SEF is a swap execution facility, each of which is subject to the oversight of the CFTC and to a variety of ongoing regulatory and reporting responsibilities under the CEA.
CFE is a DCM, and Cboe SEF is a swap execution facility, each of which is subject to the oversight of the CFTC and to a variety of ongoing regulatory and reporting responsibilities under the CEA.
As a designated contract market, CFE is required to comply with the applicable core principles and regulations under the CEA, as is Cboe SEF as a swap execution facility.
As a DCM, CFE is required to comply with the applicable core principles and regulations under the CEA, as is Cboe SEF as a swap execution facility.
We believe we face competition on a number of factors, including: • price, quality and speed of our trade and clearing execution; 14 Table o f Contents • functionality and ease of use of our trading and clearing platforms; • reliability, integrity, depth of book, liquidity, range and functionality of our products and services; • integrity of our marketplaces; • technological innovation and adoption; • our brand awareness; and • our reputation.
We believe we face competition on a number of factors, including: • price, quality, and speed of our trade and clearing execution; • functionality and ease of use of our trading and clearing platforms; • reliability, integrity, depth of book, liquidity, range, and functionality of our products and services; • integrity of our marketplaces; • technological innovation and adoption; • new product development; • our brand awareness; and • our reputation.
The Exchanges have entered into certain other multi-party Rule 17d-2 agreements that allocate responsibility among the participating SROs, which may include the Exchanges, for oversight of their allocated common members compliance with certain rules governing, among other items, options related sales practices, options related market surveillance, insider trading, NMS and Consolidated Audit Trail (“CAT”) NMS plan compliance.
The Exchanges have entered into certain other multi-party Rule 17d-2 agreements that allocate 19 Table of Contents responsibility among the participating SROs, which may include the Exchanges, for oversight of their allocated common members' compliance with certain rules governing, among other items, options related sales practices, options related market surveillance, insider trading, NMS and CAT NMS plan compliance.
Below is a summary of Cboe’s financial statement revenue caption businesses: • Cash and spot markets.
Below is a summary of Cboe’s financial statement revenue captions: • Cash and spot markets.
While the global FX market has experienced a shift from competing interbank platforms to ECNs, the electronification of the spot and NDF FX market may encounter resistance from customers that still prefer to utilize the phone, instant chats, terminals and key banking relationships for price discovery and trading. Furthermore, levels of electronification of the FX market have remained relatively static.
While the global FX market has experienced a shift from competing interbank platforms to electronic communication networks ("ECNs"), the electronification of the spot and NDF FX market may encounter resistance from customers that still prefer to utilize the phone, instant chats, terminals and key banking relationships for price discovery and trading.
In addition, Cboe and its applicable subsidiaries operate separate trading and/or clearing platforms, as applicable, for BIDS Trading, certain Cboe Canada Inc. order books, Cboe Digital Exchange, Cboe Clear U.S., Cboe Clear Europe, and Cboe FX. Our trading platforms have generally experienced very low operational downtime and low latency.
In addition, Cboe and its applicable subsidiaries operate separate trading and/or clearing platforms, as applicable, for BIDS Trading, Cboe Clear U.S., Cboe Clear Europe, and Cboe FX. Our trading platforms have generally experienced very low operational downtime and low latency.
If Cboe Digital Exchange or Cboe Clear U.S. fails to comply with applicable laws, rules or regulations, it may be subject to censure, fines, cease-and-desist orders, suspension of its business, removal of personnel or other sanctions, including revocation of Cboe Digital Exchange’s designation as a contract market or Cboe Clear U.S.’s designation as a derivatives clearing organization.
If Cboe Clear U.S. fails to comply with applicable laws, rules, or regulations, it may be subject to censure, fines, cease-and-desist orders, suspension of its business, removal of personnel, or other sanctions, including revocation of Cboe Clear U.S.’s designation as a DCO.
We believe that we compete favorably with respect to these factors through a variety of methods, including: • offering access to a broad array of products and services, including proprietary products and market data; • offering fee schedules and pricing models that both attract order flow and provide incentives to liquidity providers; • providing advanced technology that offers broad functionality, low latency, fast execution, ease of use, scalability, reliability, and security; • offering efficient, transparent and liquid marketplaces; • offering deep and liquid markets with opportunities for price improvement; • offering broad trading platform access in the EU; • offering efficient and transparent clearing services designed to help maximize netting opportunities; • maintaining close relationships with customers; and • providing customers with a comprehensive source of information on options and ETPs as well as extensive options education.
We believe that we compete favorably with respect to these factors through a variety of methods, including: • offering access to a broad array of products and services, including proprietary products and market data; • offering a variety of new products and services and focusing on product innovation; • offering fee schedules and pricing models that both attract order flow and provide incentives to liquidity providers; • providing advanced technology that offers broad functionality, low latency, fast execution, ease of use, scalability, reliability, and security; • offering efficient, transparent, and liquid marketplaces; • offering deep and liquid markets with opportunities for price improvement; • offering broad trading platform access in the EU; • offering efficient and transparent clearing services designed to help maximize netting opportunities; • maintaining close relationships with customers; and • providing customers with a comprehensive source of information on options and ETPs as well as extensive options education. 12 Table of Contents In our proprietary products, we compete against other futures exchanges and swap execution facilities that offer similar products, as well as against financial market participants that offer similar over-the-counter derivatives.
Our proprietary indices include: • volatility indices based on broad-based market indices, such as the S&P 500 and the Russell 2000, • volatility indices based on ETFs, • indices based on Bitcoin ETFs, and • options strategy benchmark indices, such as the Cboe BuyWrite, PutWrite, and Collar indices based on the S&P 500 and Russell 2000, BuyWrite and PutWrite indices based on MSCI EAFE and MSCI Emerging Markets indices, and BuyWrite indices based on other broad-based market indices.
Our proprietary indices include: • volatility indices based on broad-based market indices, such as the S&P 500 and the Russell 2000; • volatility indices based on ETFs; • indices based on Bitcoin ETFs; • the Cboe Magnificent 10 Index; and • options strategy benchmark indices, such as the Cboe BuyWrite, PutWrite, and Collar indices based on the S&P 500 and Russell 2000 and BuyWrite indices based on other broad-based market indices.
In Europe, we operate a number of market models, including continuous Lit orderbooks, periodic auction orderbooks, dark midpoint orderbooks, a post-closing cross, as well as two BIDS Europe orderbooks. 13 Table o f Contents Cboe Australia is a regulated stock exchange that is fully electronic.
In Europe, we operate a number of market models, including continuous Lit order books, periodic auction order books, dark midpoint order books, a post-closing cross, as well as two BIDS Europe order books. Cboe Australia is a regulated stock exchange that is fully electronic.
Our exchanges provide different market models, appealing to different user bases, and the trading technologies support all of them. Further, the technologies are designed to support many specialized features for each of the markets, such as: dark pools, trade reporting facility, systematic internalizer, Large-in-Scale, smart order routing, FLEX options, 24x5 trading, and hybrid trading (combining electronic and open outcry).
Further, the technologies are designed to support many specialized features for each of the markets, such as: dark pools, trade reporting facility, systematic internalizer, Large-in-Scale, smart order routing, FLEX options, 24x5 trading, and hybrid trading (combining electronic and open outcry).
The allowance for notes receivable credit losses associated with the CAT is calculated using a methodology that is primarily based on the structure of the notes and various potential outcomes under the CAT Funding Model. See Note 23 ("Commitments, Contingencies, and Guarantees") for more information.
The allowance for notes receivable credit losses associated with the CAT is calculated using a methodology that is primarily based on the structure of the notes and various potential outcomes under the CAT Funding Model.
Designation as a contract market or swap execution facility for the trading of specified futures or swaps contracts is non-exclusive. This means that the CFTC may permit additional exchanges or trading platforms to be contract markets or swap execution facilities for trading the same or similar contracts.
Designation as a contract market or swap execution facility is non-exclusive with respect to the products traded on that market. This means that the CFTC may permit additional exchanges or trading platforms to be contract markets or swap execution facilities for trading the same or similar contracts.
Cboe Trading is a routing broker-dealer used by our four U.S. equities exchanges and our four U.S. options exchanges, including the electronic platform portion of Cboe Options. Cboe Trading’s clearing firms are Wedbush Securities, Inc. (“Wedbush”) and Morgan Stanley & Co.
Cboe Trading is a routing broker-dealer used by our four U.S. equities exchanges and our four U.S. options exchanges, including the electronic platform portion of Cboe Options. Cboe Trading’s routing and clearing firms are Wedbush Securities, Inc. (“Wedbush”), Morgan Stanley & Co. LLC (“Morgan Stanley”), The Goldman Sachs Group, Inc. ("Goldman Sachs"), Wolverine Execution Services, LLC ("Wolverine"), and BOA.
She also previously served as Chief Financial Officer of Cboe Europe from 2014 to 2018 and was employed by Bats in the financial area since 2011. Prior to that, she held various positions at Ernst & Young LLP from 2001 to 2011. Ms.
She also previously served as Chief Financial Officer of Cboe Europe from 2014 to 2018 and was employed by Bats in the financial area since 2011. Prior to that, she held various positions at Ernst & Young LLP from 2001 to 2011. Ms. Griebenow is a CPA and holds a bachelor’s degree in accounting from the University of Northern Iowa.
Our Japanese customers include participants of Cboe-Alpha, Cboe-Select, Cboe-Match and Cboe BIDS Japan, which are Japanese registered broker-dealers, and certain clients of those dealers. Our ATS equities participants in the United States include subscribers of BIDS Trading, which are SEC-registered broker-dealers, and certain customers of those broker-dealers.
Our Australian customers include trading participants of Cboe Australia, which are Australian registered investment dealers, and certain clients of those dealers. Our ATS equities participants in the United States include subscribers of BIDS Trading, which are SEC-registered broker-dealers, and certain customers of those broker-dealers.
The key sources of these revenues are our equities and FX markets, the U.S. tape plans, and our clearing and listings businesses, which are described in more detail below. • Cboe Data Vantage (f/k/a Data and Access Solutions, subsequently referred to as Data Vantage).
The key sources of these revenues are our equities and FX markets, the U.S. tape plans, and our clearing and listings businesses, which are described in more detail below. • Cboe Data Vantage.
The main activities that the exchanges, as applicable, are required to monitor for the purpose of compliance with these rules include: • surveillance designed to detect violations of exchange trading rules; • surveillance designed to detect violations of SEC and/or CFTC rules; • investigation of matters involving potential rule violations; • the investigation of complaints about possible rule violations brought by customers, TPHs, members, or other SROs; and • the examination of TPHs or members for compliance with rules such as those related to net capital, books and records, market access, and other matters related to the TPHs’ or members’ exchange business functions.
The main activities that the exchanges, as applicable, are required to monitor for the purpose of compliance with these rules include: • surveillance designed to detect violations of exchange trading rules; • surveillance designed to detect violations of SEC and/or CFTC rules; • investigation of matters involving potential rule violations; • the investigation of complaints about possible rule violations brought by customers, TPHs, members, or other SROs; and • the examination of TPHs or members for compliance with rules such as those related to net capital, books and records, market access, and other matters related to the TPHs’ or members’ exchange business functions. 18 Table of Contents In order to ensure market integrity, we regulate and monitor our TPHs’ and members’ trading activities by using both our employees and/or third parties under regulatory services agreements.
United States Equity Market Structure In December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information ("Rule 605"); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency (“Tick Size/Access Fee Cap”); (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition.
The following is a brief discussion of recent regulatory developments that may significantly impact our business. 14 Table of Contents United States Equity Market Structure In December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information ("Rule 605"); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency (“Tick Size/Access Fee Cap”); (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition.
With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use Mirae Asset Securities (USA) Inc. to deliver matched trades to the Fixed Income Clearing Corporation (FICC) Government Securities Division (GSD), which acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
("Mirae") to deliver matched trades to the Fixed Income Clearing Corporation ("FICC") Government Securities Division ("GSD"). FICC GSD acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
Each of Cboe Digital Exchange and Cboe Clear U.S. has surveillance and regulatory operations and procedures to monitor and enforce compliance by trading privilege holders with Cboe Digital Exchange rules, and by clearing members with Cboe Clear U.S. rules.
Cboe Clear U.S. has surveillance and regulatory operations and procedures to monitor and enforce compliance by clearing members with Cboe Clear U.S. rules.
Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility.
Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and 7 Table of Contents two BIDS order books; a Large-in-Scale (“LIS”) trading negotiation facility and a volume-weighted average price (“VWAP”) trajectory crossing facility.
In 2024, Cboe Clear Europe provided CCP protection for an average of €49 billion of cleared value on a daily basis. Through the process of netting, in 2024, Cboe Clear Europe eliminated 70%, or €34 billion of the average daily cleared value, leaving an average daily settlement value of €15 billion.
In 2025, Cboe Clear Europe provided CCP protection for an average of €69 billion of cleared value on a daily basis. Through the process of netting, in 2025, Cboe Clear Europe eliminated 73%, or €50 billion of the average daily cleared value, leaving an average daily settlement value of €19 billion.
ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia. The Japan Securities Clearing Corporation (“JSCC”) is the sole provider of clearing on all equities transactions occurring on Cboe Japan’s Cboe-Alpha, Cboe-Select, Cboe-Match and Cboe BIDS Japan. BofA Securities, Inc.
ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia. BofA Securities, Inc. (“BOA”) is the sole provider of clearing on all equities transactions occurring on BIDS Trading.
The Securities Information Automation Corporation acts as the “processor” for OPRA and the CTA/CQ Plans. Nasdaq Stock Market, LLC acts as the processor for the Nasdaq Unlisted Trading Privileges Plan.
The Securities Industry Automation Corporation acts as the “processor” for OPRA and the CTA/CQ Plans. Nasdaq Stock Market, LLC acts as the processor for the Nasdaq Unlisted Trading Privileges Plan. See “Risk Factors” for more information regarding the consolidated data plan order.
Cboe has designed a Performance Management Program that drives the professional development of our employees while also providing fair and equitable rewards and recognition.
We recognize the need to provide ongoing, timely, and constructive performance feedback. Cboe has designed a Performance Management Program that drives the professional development of our employees while also providing fair and equitable rewards and recognition.
For our FX NDF markets, Cboe SEF utilizes a price-firmness-time priority market model. Listing Cboe operates five listing venues across the globe that are structured and designed, in the U.S. and Canada, for all types of equity instruments, such as ETPs, corporate securities, warrants and depositary receipts, while in the UK and European Union ("EU") they support ETPs only.
Listing Cboe operates five listing venues across the globe that are structured and designed, in the U.S. and Canada, for all types of equity instruments, such as ETPs, corporate securities, warrants, and depositary receipts, while in the UK and European Union ("EU") they support ETPs only. In Australia, both ETPs and warrants are supported.
Isaacson holds a bachelor’s degree in information systems with a minor in math from Nebraska Wesleyan University and an M.B.A. degree from the University of Nebraska-Lincoln. Patrick Sexton. Mr. Sexton is our Executive Vice President, General Counsel and Corporate Secretary, a position he has held since March 2018.
Isaacson holds a bachelor’s degree in information systems with a minor in math from Nebraska Wesleyan University and an M.B.A. degree from the University of Nebraska-Lincoln. Timothy Lipscomb. Mr. Lipscomb is our Executive Vice President, Chief Technology Officer, a position he has held since March 2025. Previously, Mr.
The deadline for transposing MiFID II amendments is September 29, 2025. The final text includes, among other provisions, provision for a consolidated tape for the EU, a ban on payment for order flow, replacement of the double volume cap with a single volume cap for trades executed under certain trade waivers and changes to the transparency regime for equities.
The final text includes, among other provisions, provision for a consolidated tape for the EU, a ban on payment for order flow (effective June 30, 2026), replacement of the double volume cap with a single volume cap of 7% for trades executed under certain trade waivers (operational as of October 2025), and changes to the transparency regime for equities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOccurrence of any of the risks described in this paragraph could result in the BIDS Trading ATS being deemed to be a “facility” of our registered national securities exchanges, which could reduce the BIDS Trading ATS’ competitiveness and volumes and could result in a reduction of the value of the BIDS Trading ATS to us, and could also potentially result in fines or other penalties being assessed against us for our failure to operate the BIDS Trading ATS as a “facility,” which could have a material adverse effect on our business, financial condition, and operating results . 44 Table o f Contents If our risk management and compliance methods are not effective, we may suffer adverse consequences, such as investigations and enforcement actions from regulators, our business, financial condition, and operating results may be adversely affected.
Biggest changeIf our risk management and compliance methods are not effective, we may suffer adverse consequences, such as investigations and enforcement actions from regulators, our business, financial condition, and operating results may be adversely affected.
Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results. In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore.
Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results. In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, the Philippines, and Singapore.
Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates.
Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require that gains and losses be taxed at ordinary income tax rates.
Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock. Item 1B. Unresolved Staff Comments Not applicable.
Furthermore, the European countries where we operate regulated entities, such as the UK and the Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock. Item 1B. Unresolved Staff Comments Not applicable.
Furthermore, new or existing competitors may: • respond more quickly to competitive pressures; • develop products that compete with our products or are preferred by our customers; • offer products and services at prices below ours to gain market share and to promote other businesses; • develop and expand their technology and service offerings more efficiently; • provide better, more user-friendly and more reliable technology; • develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies; • take greater advantage of acquisitions, alliances and other opportunities; • market, promote, bundle and sell their products and services more effectively; • leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and • exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model.
Furthermore, new or existing competitors may: • respond more quickly to competitive pressures; • develop products that compete with our products or are preferred by our customers; • offer products and services at prices below ours to gain market share and to promote other businesses; • develop and expand their technology and service offerings more efficiently; • provide better, more user-friendly, and more reliable technology; • develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, atomic settlement, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies; • take greater advantage of acquisitions, alliances, and other opportunities; • market, promote, bundle, and sell their products and services more effectively; • leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and • exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model.
If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate for customers, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.
If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate or disseminate for customers, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.
Further, regulatory and legal developments, including the equity market structure proposals and the Volume Based Proposal, if adopted as-is, could also adversely impact, as applicable, our ability to adjust our equities transaction fee schedules to respond to actions by new or existing competitors, our ability to incentivize on-exchange liquidity provision, as well as our ability to offer members volume-based pricing.
Further, regulatory and legal developments, including the equity market structure proposals and the Volume Based Proposal, if adopted as-is, could also adversely impact our ability to adjust our equities transaction fee schedules to respond to actions by new or existing competitors, our ability to incentivize on-exchange liquidity provision, as well as our ability to offer members volume-based pricing.
Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade has been processed and validated by NSCC on the trade date in the event that Wedbush or Morgan Stanley fails to perform.
Thus, Cboe Trading is potentially exposed to credit risk to the counterparty from an equity trade routed to another market center until the trade has been processed and validated by NSCC on the trade date in the event that Wedbush or Morgan Stanley fails to perform.
Cboe Clear Europe entered into a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due.
Cboe Clear Europe entered into a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due.
In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participants to lose confidence in our clearinghouse.
In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing members to lose confidence in our clearinghouse.
Our third-party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses. We selectively explore acquisition opportunities and strategic alliances relating to other businesses, products or technologies.
Our third-party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses. We selectively explore acquisition opportunities, strategic alliances and divestitures relating to businesses, products, or technologies.
For example, from time to time we discover and remediate billing errors, however, we are not aware of any of these errors having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny.
For example, from time to time we discover and remediate billing errors, while we are not aware of any of these errors having a material impact on our business, financial condition, or operating results to date, we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny.
Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges.
Additionally, these three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges.
We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options. To attract market share, we may offer “inverted” pricing specials or non-transaction fee trading from time to time, per various fee schedules across our equities exchanges.
We also compete against certain event prediction market or multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options. To attract market share, we may offer “inverted” pricing specials or non-transaction fee trading from time to time, per various fee schedules across our equities exchanges.
Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber security and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities.
Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cybersecurity and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities.
More specifically: • If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’s technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency.
More specifically: • If OCC, NSCC, DTCC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC's technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency.
As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2024, in which all reporting units estimated fair value exceeded their carrying value, we do not consider our goodwill and indefinite-lived intangibles to have a significant risk of impairment.
As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2025, in which all reporting units estimated fair value exceeded their carrying value, we do not consider our goodwill and indefinite-lived intangibles to have a significant risk of impairment.
Treasuries, or new geographies; • security breaches, including any unauthorized delivery of proprietary data to third parties; • management of our outsourcing relationships, including our relationship with FINRA and NFA; • any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us; • our listings business and our enforcement of our listing rules; and • any negative publicity surrounding the corporate equities or ETPs that we serve as the listing destination.
Treasuries or event prediction markets, or new geographies; • security breaches, including any unauthorized delivery of proprietary data to third parties; • management of our outsourcing relationships, including our relationship with FINRA and NFA; • any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us; • our listings business and our enforcement of our listing rules; and • any negative publicity surrounding the corporate equities or ETPs that we serve as the listing destination.
The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognize income from new products.
The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognizing income from new products.
Various issues may give rise to reputational risk, including issues relating to: • the representation of our business in the media; • the quality and benefits of using our proprietary products, including the reliability, integrity and functionality of our transaction-based businesses and index calculations and the accuracy of our market data; • the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demands and regulatory initiatives; • our regulatory compliance and our enforcement of compliance on our customers; • the accuracy of our customer billing, financial statements, and other financial and statistical information; • the quality of our corporate governance structure; 38 Table o f Contents • the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; • the integrity and performance of our computer and communications systems; • the ability to successfully complete technology migrations; • the failure to successfully expand into new asset classes, such as SFT or U.S.
Various issues may give rise to reputational risk, including issues relating to: • the representation of our business in the media; • the quality and benefits of using our proprietary products, including the reliability, integrity, and functionality of our transaction-based businesses and index calculations and the accuracy of our market data; • the ability to execute our business plan, key initiatives or new business ventures, and the ability to keep up with changing customer demands and regulatory initiatives; • our regulatory compliance and our enforcement of compliance on our customers; • the accuracy of our customer billing, financial statements, and other financial and statistical information; • the quality of our corporate governance structure; • the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; • the integrity and performance of our computer and communications systems; • the ability to successfully complete technology migrations; • the failure to successfully expand into new asset classes, such as SFT, or U.S.
The FX Global Code was published in 2017, and re-affirmed in 2021, and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve.
The FX Global Code was published in 2017, and re-affirmed in 2024, and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve.
If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets. • We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT.
If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets. • We rely on CATLLC, a subsidiary of FINRA, to provide services for the implementation of the CAT.
Each of these proposals have been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC and await implementation. Rule 605 and Tick Size/Access Fee Cap rule may result in increased technology and compliance costs to Cboe.
Each of these proposals has been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC and await implementation. Rule 605 and Tick Size/Access Fee Cap rule may result in increased technology and compliance costs to Cboe.
Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition, and operating results.
Collectively, these safeguards and measures or those of our third-party providers, including any cloud-based technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and may materially impact our business, financial condition, and operating results.
To mitigate the credit risks related to defaults of clearing participants and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participant and clearing participants are required to provide collateral to cover the margin requirement and default fund contributions and in the case of certain clearing participants with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations.
To mitigate the credit risks related to defaults of clearing members and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing member and clearing members are required to provide collateral to cover the margin requirement and default fund contributions and, in the case of certain clearing members with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations.
If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets.
If CATLLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets.
Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave.
Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain key employees following acquisitions or find suitable candidates to replace such key employees who leave.
Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, nor can we guarantee that clearing organizations will allow clearing services for existing or new products following a systems failure or cyber-security breach.
Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent, and liquid marketplace, if we can open at all, nor can we guarantee that clearing organizations will allow clearing services for existing or new products following a systems failure or cybersecurity breach.
Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as: • heightened capital or margin requirements; • transaction, sales, or other tax; • regulatory or legislative actions; • reduced need to trade due to changes in volatility and/or passive investment trends; • reduced access to capital required to fund trading activities; • consolidation among market participants; • suspensions of open outcry trading; or • significant market disruptions. 31 Table o f Contents Over the past few years, a number of legislative actions have been taken, both domestically and internationally, or actions by other third parties that may cause market participants to be subject to increased capital or margin requirements and additional compliance burdens.
Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as: • heightened capital or margin requirements; • transaction, sales, or other tax; • regulatory or legislative actions; • reduced need to trade due to changes in volatility and/or passive investment trends; • reduced access to capital required to fund trading activities; • consolidation among market participants; • suspensions of open outcry trading; or • significant market disruptions or system failures. 27 Table of Contents Over the past few years, a number of legislative actions have been taken, both domestically and internationally, or actions by other third parties that may cause market participants to be subject to increased capital or margin requirements and additional compliance burdens.
If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear U.S. decrease, we are likely to see a decrease in fees.
If the amount of trading volume on our Exchanges, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, and Cboe Australia or clearing volumes at Cboe Clear Europe or Cboe Clear U.S. decrease, we are likely to see a decrease in fees.
If this technology is unavailable, as a result of a number of potential causes, including technical failure, failure to successfully complete technological migrations, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets. 34 Table o f Contents • We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services.
If this technology is unavailable, as a result of a number of potential causes, including technical failure, failure to successfully complete technological migrations, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets. • We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers' data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services.
The current deadline for recognition in the UK is December 31, 2025, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each.
The current deadline for recognition in the UK is December 31, 2027, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each.
Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition, and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data. 30 Table o f Contents Our business may be adversely affected by price competition.
Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition, and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data. 26 Table of Contents Our business may be adversely affected by price competition.
As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its obligations and pay dividends to its stockholders.
As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its 42 Table of Contents obligations and pay dividends to its stockholders.
We maintain risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation.
We maintain and continually seek to enhance and improve risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor, and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation.
Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach.
Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cybersecurity breach.
While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material.
While we, and the third parties with which we interact, have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial condition, or operating results to date, however we cannot assure you that we, or the third parties with which we interact, will not experience future threats or events that may be material.
In the first event, we would be subject to multiple listing in the trading of what is now an index product traded by us on an exclusive basis, which could result in a loss of market share and negatively 29 Table o f Contents impact our profitability.
In the first event, we would be subject to multiple listing in the trading of what is now an index product traded by us on an exclusive basis, which could result in a loss of market share and negatively 25 Table of Contents impact our profitability.
We may not be successful in integrating other businesses, products or technologies with our business. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition, and operating results. We selectively explore and pursue acquisition and other opportunities to strengthen our business and grow our Company.
We may not be successful in divesting or integrating businesses, products, or technologies. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition, and operating results. We selectively explore and pursue acquisitions and other opportunities to strengthen our business and grow our Company.
However, we cannot assure you that our estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance.
However, we cannot assure you that our 34 Table of Contents estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance.
Summary of Risk Factors The following is a summary of the key risks and uncertainties described below that we believe are material to us at this time: • the loss of our right to exclusively list and trade certain index options and futures products; • economic, political and market conditions; • compliance with legal and regulatory obligations; • price competition and consolidation in our industry; • decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; • legislative or regulatory changes or changes in tax regimes; • our ability to protect our systems and communication networks from security vulnerabilities and breaches; • our ability to attract and retain skilled management and other personnel; • increasing competition by foreign and domestic entities; • our dependence on and exposure to risk from third parties; • factors that impact the quality and integrity of our and other applicable indices; • our ability to manage our global operations, growth, and strategic acquisitions or alliances effectively; • our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; • our ability to minimize the risks, including our credit, counterparty, investment, and default risks, associated with operating our clearinghouses; • our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; • misconduct by those who use our markets or our products or for whom we clear transactions; • challenges to our use of open source software code; • our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities; • the loss of key customers or a significant reduction in trading or clearing volumes by key customers; • our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; • damage to our reputation; • the ability of our compliance and risk management methods to effectively monitor and manage our risks; • restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; • our ability to maintain an investment grade credit rating; • impairment of our goodwill, long-lived assets, investments or intangible assets; and • litigation risks and other liabilities.
Summary of Risk Factors The following is a summary of the key risks and uncertainties described below that we believe are material to us at this time: • the loss of our right to exclusively list and trade certain index options and futures products; • economic, political, and market conditions; • compliance with legal and regulatory obligations; • price and new products and services competition and consolidation in our industry; • decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; • legislative or regulatory changes or changes in tax regimes; • our ability to protect our systems and communication networks from security vulnerabilities and breaches; • our ability to attract and retain skilled management and other personnel; • increasing competition by foreign and domestic entities; • our business and operational dependence on and exposure to risk from third parties; • factors that impact the quality and integrity of our and other applicable indices; • our ability to manage our global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; • increases in the cost of the products and services we use; • our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; • our ability to minimize the risks, including our credit, liquidity, market, investment, counterparty, and default risks, associated with operating our clearinghouses; • our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; • misconduct by those who use our markets or our products or for whom we clear transactions; • challenges to our use of open source software code; • our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities; • the loss of key customers or a significant reduction in trading or clearing volumes by key customers; • damage to our reputation; • the ability of our compliance and risk management methods to effectively monitor and manage our risks; • restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; • our ability to maintain an investment grade credit rating; • impairment of our goodwill, long-lived assets, investments or intangible assets; and • litigation risks and other liabilities.
No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against us experiencing financial losses from defaults by the participants or counterparties on their obligations.
No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against our experiencing financial losses from defaults by the members or counterparties on their obligations.
This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little or no warning and without penalty.
This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little 35 Table of Contents or no warning and without penalty.
Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index 35 Table o f Contents provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.
Differences in the calculations from methodologies described in published materials, incorrect calculations of our indices, errors in the dissemination of data, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third-party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.
We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values.
We are a party to a number of license agreements that permit us to list tradable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we disseminate third-party data or act as an index provider and calculate and disseminate proprietary indices and other values.
Changes in tax laws, regulations or policies or 45 Table o f Contents successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate. We are subject to litigation risks and other liabilities.
Changes in tax laws, regulations or policies or successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate. We are subject to litigation risks and other liabilities.
Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder 47 Table o f Contents for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors.
Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors.
In 2024, approximately 73% of our revenues less cost of revenues were generated by our transaction and clearing-based business and is heavily oriented towards U.S. index and equity options. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers.
In 2025, approximately 74% of our revenues less cost of revenues were generated by our transaction and clearing-based business. which is heavily oriented towards U.S. index and equity options. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers.
We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates.
We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure and power supply to accommodate the potential increases in traffic, technology migrations, and system updates.
We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks. For example, in 2024, our top ten customers accounted for approximately 50% of our revenues.
We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks. For example, in 2025, our top ten customers accounted for approximately 57% of our revenues.
Therefore, Cboe FX and Cboe SEF may have risk that is related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF.
Therefore, Cboe FX and Cboe SEF may have risk that is 36 Table of Contents related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF.
Moreover, if we 43 Table o f Contents were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition, and operating results. Misconduct by our TPHs, members, participants or others could harm us.
Moreover, if we were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition, and operating results. Misconduct by our TPHs, members, participants or others could harm us.
These regulations and other potential emerging regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.
Emerging or changing regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.
In 2024, approximately 67% of our total revenues less cost of revenues were generated by the options and futures segments, the majority of which was generated by products based on exclusively licensed indices (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).
In 2025, approximately 68% of our total revenues less cost of revenues were generated by the options and futures segments, the majority of which was generated by products based on exclusively licensed indices (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).
Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties.
Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable members to make deposits to an interoperability fund, which are pledged to the interoperable central counterparties.
As discussed above, the implementation of MDIR or the equity market structure rules and proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.
As discussed above, the implementation of MDIR, the equity market structure rules and proposals, or potential changes to Rule 611 of Regulation NMS (the Order Protection Rule) could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.
This facility is expected to terminate on June 27, 2025 and we may not be able to enter into a replacement facility on commercially favorable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants.
This facility is expected to terminate on June 26, 2026 and we may not be able to enter into a replacement facility on commercially favorable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing members.
These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, and service provider, market participant or 32 Table o f Contents third-party disruptions or security breaches.
These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware, and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, 28 Table of Contents political activist groups and nation-state actors, attacks in connection with geopolitical activity, criminal insider activity, employee error, and service provider, market participant or third-party disruptions or security breaches.
Additionally, we may not be able to affect such actions, if necessary, on commercially favorable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition, and operating results. 46 Table o f Contents Deterioration in our credit profile may increase our costs of borrowing money.
Additionally, we may not be able to effect such actions, if necessary, on commercially favorable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition, and operating results. Deterioration in our credit profile may increase our costs of borrowing money.
With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer.
With respect to trades in options and futures occurring on CEDX, Cboe Clear Europe acts as a central counterparty that, for its clearing members, becomes the buyer to every seller and the seller to every buyer.
Substantial amounts of the collateral, and any amounts drawn under this facility, may be at risk if a clearing participant defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations.
Substantial amounts of the collateral, and any 33 Table of Contents amounts drawn under this facility, may be at risk if a clearing member defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations.
We and our licensors may not be able to prevent third parties from copying, or 36 Table o f Contents otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively-licensed index products without licenses or otherwise infringing on our rights.
We and our licensors may not be able to prevent third parties from copying, or otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively licensed index products without licenses, or otherwise infringing on our rights.
A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but to date such proposals have not resulted in legislation in our principal markets.
A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but to date such proposals have not resulted in additional legislation in our principal markets or a pan European level tax.
As of December 31, 2024 we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investor Service (A3). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating.
As of December 31, 2025, we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investors Service (A2). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating.
With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. As of December 31, 2024, there were 115 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79% of transaction and other fees collected through OCC in 2024.
With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. As of December 31, 2025, there were 113 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 71% of transaction and other fees collected through OCC in 2025.
There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan.
There is substantial competition for qualified and capable personnel which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan and our business review actions.
For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral.” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates.
For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing members and other counterparties and risks related to investing of collateral.” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our Exchanges, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms: Wedbush, Morgan Stanley, Goldman Sachs, Wolverine, and BOA, that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates.
Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-based or volatility products, such as new options products on indices or ETFs, that are economically similar to those that we offer and they may become successful and take away volume from our products.
Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of financial or investment products, such as new options products on indices or ETFs or certain event prediction market products, that are economically similar to those that we offer and they may become successful and take away volume from our products.
If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts our business, financial condition, and operating results could be materially harmed.
If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts, our business, financial condition, and operating results could be materially harmed. Our business and operations are dependent upon a number of third parties.
We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear U.S., our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services.
Our business and operations are dependent on a number of third parties, including clearing organizations such as OCC, NSCC, the DTCC, the CDS, LCH, ASX Clear Pty Ltd, and SIX x-clear; our wholly-owned subsidiaries, Cboe Clear Europe, and Cboe Clear U.S.; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services.
The volume of trading and clearing transactions and the demand for our products and services are directly affected by economic, political and market conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including: • economic, political and geopolitical market conditions; • broad trends in business and finance; • concerns over inflation levels and recessions; • wavering institutional or retail confidence levels; • government or central bank actions, such as, but not limited to, tariffs, changes in government fiscal and monetary policy, or foreign currency exchange rates; • other legislative and regulatory changes; • the availability of short-term and long-term funding and capital; • the perceived attractiveness of the U.S., European, Canadian, Australian or Japanese capital markets; • the availability or perceived attractiveness of indices, such as the S&P 500 index, or alternative investment opportunities; • changes in the level of trading activity in underlying instruments; • changes and volatility in the prices of securities; • changes in the volume of foreign currency transactions; • changes in supply and demand for currencies; • movements in currency exchange rates; • the level and volatility of interest rates; • changes in the financial strength of market participants; • consolidation among market participants and market data subscribers; • unforeseen market closures, suspensions of open outcry trading or other disruptions in trading and clearing; and • disruptions due to terrorism, war, extreme weather events, pandemics or other catastrophes.
The volume of trading and clearing transactions and the demand for our products and services are directly affected by macroeconomic and other conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including: • economic, political, and geopolitical market conditions; • broad trends in business and finance; • concerns over inflation levels and recessions; • wavering institutional or retail confidence levels; • government or central bank actions, such as, but not limited to, tariffs, changes in government fiscal and monetary policy, or foreign currency exchange rates; • other legislative and regulatory changes; • the availability of short-term and long-term funding and capital; • the perceived attractiveness of the U.S., European, Canadian, or Australian capital markets; • the availability or perceived attractiveness of the indices that we offer proprietary products on, such as the S&P 500 index, or alternative investment or trading opportunities; • changes in the level of trading activity in underlying instruments; • changes and volatility in the prices of securities; • changes in the volume of foreign currency transactions; • changes in supply and demand for currencies; • movements in currency exchange rates; • the level and volatility of interest rates; • changes in the financial strength of market participants; • consolidation among market participants and market data subscribers; • decline in the number of public company listings or an increase in delistings, acquisitions, privatizations, or bankruptcies; • unforeseen market closures, suspensions of open outcry trading, disruptions at other market infrastructure providers or exchanges including upon which we rely for data or connectivity, or other disruptions in trading and clearing; and • disruptions due to terrorism, war, extreme weather events, pandemics, or other catastrophes.
If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services.
If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, data center infrastructure issues such as cooling system malfunctions or hardware maintenance errors, natural disasters, power demands, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated disruptions in service, slower response times, and delays in the introduction of new products and services.
Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our hybrid work environment, usage of mobile, AI and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident.
Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our hybrid work environment, usage of mobile, AI and cloud-based technologies, and ongoing divestitures and wind downs may increase our risk for a cybersecurity incident.
In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change.
In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable.
This disapproval required our OEMSs to continue to follow exchange regulations, such as rule filing requirements. Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance and challenge costs. See “Legal Proceedings” for more information.
Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance costs. See “Legal Proceedings” for more information.
These risks include: • fluctuations in currency exchange rates; • complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; • difficulties in staffing and associated costs in managing multiple international locations; • general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East; • protectionist laws and business practices that favor local businesses in some countries; • reduced protection for intellectual property rights in some countries; • different technology platforms; • language and cultural differences; • potentially adverse tax consequences; and • natural disasters and extreme weather events that may impact global operations differently.
These risks include: • fluctuations in currency exchange rates; • complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; • difficulties in staffing and associated costs in managing multiple international locations; • general economic, social, and political conditions, including increased political tensions and disagreements, including as a result of tariffs and trade policies, and geopolitical activity; • protectionist laws and business practices that favor local businesses in some countries; • reduced protection for intellectual property rights in some countries; • different technology platforms; • language and cultural differences; • potentially adverse tax consequences; and • natural disasters and extreme weather events that may impact global operations differently.
Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates.
Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of increased political tensions and disagreements, including in connection with tariffs and trade policies, general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates.
Risks Related to Our Common Stock and Indebtedness We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition, and operating results.
We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition, and operating results.
Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the 2023 leadership transitions and the potential transition of our Chief Executive Officer, could hinder our strategic planning and execution. Intense competition could materially adversely affect our market share and financial performance.
Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the recent transitions of our Chief Executive Officer, our Chief Operating Officer, and our other leaders, could hinder our strategic planning and execution. 29 Table of Contents Intense competition could materially adversely affect our market share and financial performance.
Moreover, with extended trading hours, we must operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely. 37 Table o f Contents Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following: • unanticipated disruption in trading of our exclusively listed proprietary products or in service to our participants; • failures or delays during peak trading times or times of unusual market volatility; • slower response times and delays in trade execution, clearing and processing; • incomplete or inaccurate accounting, recording, clearing or processing of trades; and • distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity.
Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following: • unanticipated disruption in trading of our exclusively listed proprietary products or in service to our members and participants; • failures or delays during peak trading times or times of unusual market volatility; • slower response times and delays in trade execution, clearing, and processing; • incomplete or inaccurate accounting, recording, clearing, or processing of trades; and • distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, in 2024, the Board, along with senior management and third-party advisors, participated in a cybersecurity ransomware tabletop exercise. We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees.
Biggest changeWe, and the third parties with which we interact, have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations, or financial condition to date.
Our Chief Risk Officer’s tenure with Cboe spans 24 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.
Our Chief Risk Officer’s tenure with Cboe spans 25 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.
These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.
These assessments include security questionnaires and reviews 43 Table of Contents of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.
The Risk Committee also 48 Table o f Contents reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis.
The Risk Committee also reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis. Additionally, in 2025, the Board, along with senior management, participated in a cybersecurity tabletop exercise.
However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date. We cannot assure you that we will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information.
We cannot assure you that we, or the third parties with which we interact, will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information. 44 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−3 removed4 unchanged
Biggest changeIn Asia Pacific, our primary data centers are in Tokyo, Japan and Sydney, Australia and secondary data centers are located in Osaka City, Japan and Sydney, Australia. 49 Table o f Contents See Note 7 ("Property and Equipment, Net") and Note 24 ("Leases") to the consolidated financial statements included herein for further information.
Biggest changeIn Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London. In Asia Pacific, our primary data center is in Sydney, Australia and secondary data centers are located in Osaka City and Tokyo, Japan and Sydney, Australia. See Note 24 ("Leases") to the consolidated financial statements included herein for further information.
Gustav Mahlerplein 73-83, Amsterdam, Netherlands Office space Leased January 2032 29,500 sq. ft. 1 Farrer Place, Sydney 2000 Australia Office space Leased December 2026 and September 2031 29,000 sq. ft. 17 State Street, New York, New York Office space Leased December 2027 22,000 sq. ft. 11 Monument Street, London, United Kingdom Principal UK office space Leased March 2027, with one 5 year renewal option 21,000 sq. ft.
Gustav Mahlerplein 73-83, Amsterdam, Netherlands Office space Leased January 2032 29,500 sq. ft. 17 State Street, New York, New York Office space Leased December 2027 22,000 sq. ft. 11 Monument Street, London, United Kingdom Principal UK office space Leased March 2027, with one 5 year renewal option 21,000 sq. ft.
Our principal properties as of December 31, 2024 are listed in the table below: Location Classification Owned/Leased Lease Expiration Approximate Size 433 West Van Buren Street, Chicago, Illinois Global headquarters and office space Leased August 2035 185,000 sq. ft. 8050 Marshall Drive, Lenexa, Kansas Office space Leased September 2025 62,000 sq. ft. 6800 West 115th Street, Overland Park, Kansas Office space Leased May 2035 60,000 sq. ft. 141 West Jackson Boulevard, Chicago, Illinois Trading floor and office space Leased October 2032 52,000 sq. ft.
Our principal properties as of December 31, 2025 are listed in the table below: Location Classification Owned/Leased Lease Expiration Approximate Size 433 West Van Buren Street, Chicago, Illinois Global headquarters and office space Leased August 2035 185,000 sq. ft. 6800 West 115th Street, Overland Park, Kansas Office space Leased May 2035 60,000 sq. ft. 141 West Jackson Boulevard, Chicago, Illinois Trading floor and office space Leased October 2032 52,000 sq. ft. 1 Farrer Place, Sydney 2000 Australia Office space Leased December 2026 and September 2031 40,000 sq. ft.
Removed
The sale of the Company’s former headquarters, including the associated land, building, and certain furniture and equipment of the former headquarters location, was completed on June 28, 2024. See Note 7 ("Property and Equipment, Net") of the consolidated financial statements included herein for further information.
Removed
In May 2024, the Company entered into an agreement to amend its lease agreement for its Lenexa, Kansas office space. Additionally, in September 2024, the Company signed a new lease to secure approximately 60,000 square feet of office space in Overland Park, Kansas. See Note 24 ("Leases") of the consolidated financial statements included herein for further information.
Removed
In Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+1 added−7 removed0 unchanged
Biggest changeItem 3. Legal Proceedings Cboe incorporates herein by reference the discussion set forth in Note 21 ("Income Taxes") and Note 23 ("Commitments, Contingencies, and Guarantees") of the consolidated financial statements included herein. Equity Access Fees Cap Challenge In December 2022, the SEC released four equity market structure proposals, including one concerning Regulation NMS Amendments: Tick Size, Access Fees, and Transparency.
Biggest changeItem 3. Legal Proceedings Cboe incorporates herein by reference the discussion set forth in Note 21 ("Income Taxes") and Note 23 ("Commitments, Contingencies, and Guarantees") of the consolidated financial statements included herein. OEMS Disapproval Order Challenge On February 13, 2024, Cboe Options filed a proposal to adopt a new rule regarding OEMS.
The proposed new rule provided that an exchange-affiliated OEMS that satisfies criteria (designed to ensure the OEMS is acting independently from the exchange) is not a facility of the exchange, and therefore not subject to the rule filing requirements of Section 19(b) of the Securities Exchange Act of 1934.
The proposed new rule provided that an exchange-affiliated OEMS that satisfies criteria (designed to ensure the OEMS is acting independently from the exchange) is not a facility of the exchange, and therefore not subject to the rule filing requirements of Section 19(b) of the Exchange Act.
The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors. On October 31, 2024, the SEC issued an order disapproving Cboe’s proposal. On December 26, 2024, Cboe filed a Petition for Review (“PFR”) of the SEC’s disapproval order in the Court of Appeals for the Seventh Circuit (the “7 th Circuit”).
The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors. On October 31, 2024, the SEC issued an order disapproving Cboe Options’ proposal. On December 26, 2024, Cboe Options filed a Petition for Review (“PFR”) of the SEC’s disapproval order in the Court of Appeals for the Seventh Circuit (the “7th Circuit”).
Removed
On October 8, 2024, the SEC promulgated Final Rules concerning Reg NMS to amend the minimum pricing increments for the quoting of certain NMS stocks, reduced the access fee caps and enhance the transparency of better priced orders (“Final Rules”).
Added
The briefing on the merits concluded on June 20, 2025, and oral argument was held on November 4, 2025. On November 26, 2025, the parties filed a voluntary stipulation with the 7th Circuit to end the litigation. 45 Table of Contents Item 4. Mine Safety Disclosures Not applicable. 46 Table of Contents PART II
Removed
Among other things, the Final Rules reduce the access fee cap from $0.30 per 100 shares to $0.10 per 100 shares. On October 30, 2024, the Company and the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA (collectively, the “Cboe equity exchanges”) and Nasdaq, Inc. filed a Petition for Review (“PFR”) in the Court of Appeals for the D.C.
Removed
Circuit (the “D.C. Circuit”) appealing the Final Rules. On December 3, 2024, the Cboe equity exchanges and Nasdaq, Inc. filed a request with the SEC for a stay to delay the initial implementation date of the Final Rules, which was scheduled to occur in November 2025.
Removed
On December 12, 2024, the SEC granted a stay of the challenged provision of the Final Rules until the litigation is resolved. Merits briefing will conclude at the beginning of the second quarter of 2025.
Removed
The Final Rules, amongst other things, are expected to reduce access fee caps to a level that may inhibit our ability to incentivize liquidity on our U.S. equities exchanges, thereby resulting in a reduction in transaction fee revenue, as well as limit our ability to differentiate our fee schedule and compete with other national securities exchanges and off-exchange venues, which may have a material impact on our business, financial condition, and operating results.
Removed
The Company and the Cboe equity exchanges intend to litigate the matter vigorously. OEMS Disapproval Order Challenge On February 13, 2024, Cboe Exchange, Inc. (“Cboe”) filed a proposal to adopt a new rule regarding order and execution management systems (“OEMS”).
Removed
The Company and Cboe intend to litigate the matter vigorously. Item 4. Mine Safety Disclosures Not applicable. 50 Table o f Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−1 removed4 unchanged
Biggest changeThe table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2024: Period Total number of shares purchased Average price paid per share October 1 to October 31, 2024 6,392 $ 206.00 November 1 to November 30, 2024 226 204.98 December 1 to December 31, 2024 277 211.18 Total 6,895 $ 206.17 52 Table o f Contents Stockholder Return Performance Graph The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2019 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.
Biggest changeThe table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2025: Period Total number of shares purchased Average price paid per share October 1 to October 31, 2025 6,564 $ 244.71 November 1 to November 30, 2025 461 254.29 December 1 to December 31, 2025 — — Total 7,025 $ 245.34 47 Table of Contents Stockholder Return Performance Graph The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2020 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.
Comparison of Cumulative Total Return of the Company, Peer Groups, Industry Indices and/or Broad Markets COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cboe Global Markets, Inc., the S&P 500 Index and a Peer Group * $100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Comparison of Cumulative Total Return of the Company, Peer Groups, Industry Indices, and/or Broad Markets COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cboe Global Markets, Inc., the S&P 500 Index and a Peer Group * $100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law. Recent Sales of Unregistered Securities Not applicable.
As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law. Recent Sales of Unregistered Securities Not applicable. Use of Proceeds Not applicable.
Purchase of common stock from employees During the fiscal quarter ended December 31, 2024, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units.
Purchase of common stock from employees During the fiscal quarter ended December 31, 2025, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units.
An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, 2019, and its performance is tracked on an annual basis through December 31, 2024.
An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, 2020, and its performance is tracked on an annual basis through December 31, 2025.
As of December 31, 2024, the Company had $679.8 million of availability remaining under its existing share repurchase authorizations. The Company did not repurchase shares under the Company's share repurchase program during the three months ended December 31, 2024.
As of December 31, 2025, the Company had $614.5 million of availability remaining under its existing share repurchase authorizations. The Company did not repurchase shares under the Company's share repurchase program during the three months ended December 31, 2025.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of January 31, 2025, there were approximately 108 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of February 13, 2026, there were approximately 98 holders of record of our common stock.
Use of Proceeds Not applicable. 51 Table o f Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Share Repurchase Program In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $2.3 billion as of December 31, 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Share Repurchase Program In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $2.3 billion as of December 31, 2025.
Under the program, for the year ended December 31, 2024, the Company repurchased 1,148,295 shares of common stock at an average cost per share of $177.86, totaling $204.3 million. Since inception of the program through December 31, 2024, the Company has repurchased 20,758,383 shares of common stock at an average cost per share of $78.05, totaling $1.6 billion.
Under the program, for the year ended December 31, 2025, the Company repurchased 305,317 shares of common stock at an average cost per share of $213.74, totaling $65.3 million. Since inception of the program through December 31, 2025, the Company has repurchased 21,063,700 shares of common stock at an average cost per share of $80.02, totaling $1.7 billion.
Removed
Date Source: Yahoo Finance, Closing Price(s) 12/19 12/20 12/21 12/22 12/23 12/24 Cboe Global Markets, Inc. 100.00 78.83 112.12 109.69 158.37 175.40 S&P 500 100.00 155.68 200.37 164.08 207.21 259.05 Peer Group 100.00 115.32 158.19 129.34 147.30 182.20 53 Table o f Contents
Added
Data Source: Yahoo Finance, Closing Price(s) 12/20 12/21 12/22 12/23 12/24 12/25 Cboe Global Markets, Inc. $ 100.00 $ 142.23 $ 139.15 $ 200.90 $ 222.49 $ 289.12 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Peer Group 100.00 136.51 111.10 128.01 157.42 188.11 Item 6. [Reserved]. 48 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

171 edited+65 added−29 removed49 unchanged
Biggest change(5) Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding. 61 Table o f Contents The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the year ended December 31, 2024 and 2023, respectively: Year Ended December 31, 2024 Options North American Equities Europe and Asia Pacific Futures Global FX Digital Corporate Total Net income (loss) allocated to common stockholders $ 577.5 $ 147.9 $ 24.4 $ 70.2 $ 33.2 $ (78.2) $ (14.0) $ 761.0 Interest expense (income), net (0.6) (2.4) 3.7 — (0.1) (3.7) 27.3 24.2 Income tax provision (benefit) 299.1 23.1 13.3 28.4 0.1 (28.6) (16.5) 318.9 Depreciation and amortization 27.0 58.2 29.3 2.3 13.5 2.8 (0.1) 133.0 EBITDA 903.0 226.8 70.7 100.9 46.7 (107.7) (3.3) 1,237.1 Acquisition-related costs — 0.4 0.3 — — 0.1 0.5 1.3 Change in contingent consideration — (1.0) — — — — 3.1 2.1 Loss on investments — — — — — — 31.4 31.4 Gain on sale of property held for sale (1.0) — — — — — — (1.0) Cboe Digital syndication wind down — — — — — (1.0) — (1.0) Gain on Cboe Digital non-recourse notes and warrants wind down — — — — — (1.4) — (1.4) Impairment of intangible assets — — — — — 81.0 — 81.0 Costs related to Cboe Digital wind down — — — — — 2.1 — 2.1 Adjusted EBITDA $ 902.0 $ 226.2 $ 71.0 $ 100.9 $ 46.7 $ (26.9) $ 31.7 $ 1,351.6 Year Ended December 31, 2023 Options North American Equities Europe and Asia Pacific Futures Global FX Digital Corporate Total Net income (loss) allocated to common stockholders $ 572.6 $ 104.1 $ 20.4 $ 52.4 $ 23.9 $ (34.1) $ 18.2 $ 757.5 Interest expense (income), net (0.1) (1.4) 4.8 — — (2.0) 49.1 50.4 Income tax provision (benefit) 275.7 14.8 6.8 33.4 0.5 (10.4) (34.6) 286.2 Depreciation and amortization 30.1 69.4 30.7 2.0 18.4 7.4 — 158.0 EBITDA 878.3 186.9 62.7 87.8 42.8 (39.1) 32.7 1,252.1 Acquisition-related costs — 0.8 0.8 — — 1.0 4.8 7.4 Loss on investments — — — — — — 1.8 1.8 Income from investment — — — — — — (2.1) (2.1) Change in contingent consideration — (7.5) (6.9) — — — — (14.4) Adjusted EBITDA $ 878.3 $ 180.2 $ 56.6 $ 87.8 $ 42.8 $ (38.1) $ 37.2 $ 1,244.8 62 Table o f Contents The following is a reconciliation of net income allocated to common stockholders to adjusted earnings (in millions): Year Ended December 31, 2024 2023 Net income allocated to common stockholders $ 761.0 $ 757.5 Acquisition-related costs 1.3 7.4 Amortization of acquired intangible assets 88.7 116.6 Gain on Cboe Digital non-recourse notes and warrants wind down (1.4) — Cboe Digital syndication wind down (1.0) — Change in contingent consideration 2.1 (14.4) Impairment of intangible assets 81.0 — Income from investment — (2.1) Loss on investments 31.4 1.8 Costs related to Cboe Digital wind down 2.1 — Gain on sale of property held for sale (1.0) — Tax effect of adjustments (52.2) (30.7) Release of tax reserves (8.1) (6.0) Valuation allowances 5.0 (2.7) Deferred tax re-measurements — 1.1 Net income allocated to participating securities (0.9) (0.4) Adjusted earnings $ 908.0 $ 828.1 63 Table o f Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2024 compared to the year ended December 31, 2023: 64 Table o f Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2024 compared to the year ended December 31, 2023 (continued from previous page): 65 Table o f Contents The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments.
Biggest changeRelevant adjustments are detailed in the reconciliations that follow. 56 Table of Contents The following is a reconciliation of operating income to adjusted operating income (in millions) for the year ended December 31, 2025 and 2024, respectively: Year Ended December 31, 2025 2024 Operating income $ 1,467.1 $ 1,098.4 Acquisition-related costs (a) 0.3 1.3 Amortization of acquired intangible assets (b) 69.9 88.7 Business realignment costs (c) 7.0 2.1 Cboe Digital syndication wind down (d) — (1.0) Change in contingent consideration (e) — 2.1 Executive compensation adjustment (g) 1.6 — Impairment of assets (j) 46.7 81.0 Adjusted operating income $ 1,592.6 $ 1,272.6 The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA (in millions) for the year ended December 31, 2025 and 2024, respectively: Year Ended December 31, 2025 2024 Operating income $ 1,467.1 $ 1,098.4 Depreciation and amortization 122.4 133.0 Operating EBITDA 1,589.5 1,231.4 Acquisition-related costs (a) 0.3 1.3 Business realignment costs (c) 7.0 2.1 Cboe Digital syndication wind down (d) — (1.0) Change in contingent consideration (e) — 2.1 Executive compensation adjustment (g) 1.6 — Impairment of assets (j) 46.7 81.0 Adjusted operating EBITDA $ 1,645.1 $ 1,316.9 57 Table of Contents The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the year ended December 31, 2025 and 2024, respectively: Year Ended December 31, 2025 Options North American Equities Europe and Asia Pacific Futures Global FX Digital (1) Corporate Total Net income allocated to common stockholders $ 735.8 $ 163.1 $ 32.4 $ 63.1 $ 46.2 $ — $ 54.2 $ 1,094.8 Interest (income) expense, net (1.1) (3.3) 4.3 (2.4) (0.1) — 5.5 2.9 Income tax provision (benefit) 373.7 27.2 18.7 12.9 (0.1) — 34.2 466.6 Depreciation and amortization 29.3 47.0 32.4 2.3 11.2 — 0.2 122.4 EBITDA 1,137.7 234.0 87.8 75.9 57.2 — 94.1 1,686.7 Acquisition-related costs (a) — 0.2 — — — — 0.1 0.3 Business realignment costs (c) 0.1 0.2 5.7 0.6 — — 0.4 7.0 Non-operating investment adjustments, net (f) — (0.9) — — — — (95.9) (96.8) Executive compensation adjustment (g) — — — — — — 1.6 1.6 Impairment of assets (j) — 17.7 29.0 — — — — 46.7 Adjusted EBITDA $ 1,137.8 $ 251.2 $ 122.5 $ 76.5 $ 57.2 $ — $ 0.3 $ 1,645.5 Year Ended December 31, 2024 Options North American Equities Europe and Asia Pacific Futures Global FX Digital (1) Corporate Total Net income (loss) allocated to common stockholders $ 577.5 $ 147.9 $ 24.4 $ 70.2 $ 33.2 $ (78.2) $ (14.0) $ 761.0 Interest (income) expense, net (0.6) (2.4) 3.7 — (0.1) (3.7) 27.3 24.2 Income tax provision (benefit) 299.1 23.1 13.3 28.4 0.1 (28.6) (16.5) 318.9 Depreciation and amortization 27.0 58.2 29.3 2.3 13.5 2.8 (0.1) 133.0 EBITDA 903.0 226.8 70.7 100.9 46.7 (107.7) (3.3) 1,237.1 Acquisition-related costs (a) — 0.4 0.3 — — 0.1 0.5 1.3 Business realignment costs (c) — — — — — 2.1 — 2.1 Cboe Digital syndication wind down (d) — — — — — (1.0) — (1.0) Change in contingent consideration (e) — (1.0) — — — — 3.1 2.1 Non-operating investment adjustments, net (f) — — — — — — 31.4 31.4 Gain on Cboe Digital non-recourse notes and warrants wind down (h) — — — — — (1.4) — (1.4) Gain on sale of property held for sale (i) (1.0) — — — — — — (1.0) Impairment of assets (j) — — — — — 81.0 — 81.0 Adjusted EBITDA $ 902.0 $ 226.2 $ 71.0 $ 100.9 $ 46.7 $ (26.9) $ 31.7 $ 1,351.6 ____________________________________________________________________ (1) The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025.
The North American Equities segment also includes corporate listing services on Cboe Canada Inc., ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. Europe and Asia Pacific.
The North American Equities segment also includes corporate listing services on Cboe Canada, ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. Europe and Asia Pacific.
Section 31 Fees Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals.
Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) are assessed fees under Section 31 pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals.
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.
Net Cash Flows Used in Investing Activities During the year ended December 31, 2024, net cash used in investing activities primarily consisted of purchases of available-for-sale financial investments of $115.6 million, purchases of property and equipment and leasehold improvements of $60.9 million, and contributions to investments of $40.2 million, partially offset by proceeds from maturities of available-for-sale financial investments of $67.9 million.
During the year ended December 31, 2024, net cash flows used in investing activities primarily consisted of purchases of available-for-sale financial investments of $115.6 million, purchases of property and equipment and leasehold improvements, net of $60.9 million, and contributions to investments of $40.2 million, partially offset by proceeds from maturities of available-for-sale financial investments of $67.9 million.
We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies.
In addition, we have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors, and other interested parties in the evaluation of companies.
During the year ended December 31, 2023, net cash used in investing activities primarily consisted of purchases of available-for-sale financial investments of $89.8 million, contributions to investments of $57.1 million, and purchases of property and equipment and leasehold improvements of $45.0 million, partially offset by proceeds from maturities of available-for-sale financial investments of $135.7 million.
During the year ended December 31, 2023, net cash flows used in investing activities primarily consisted of purchases of available-for-sale financial investments of $89.8 million, contributions to investments of $57.1 million, and purchases of property and equipment and leasehold improvements, net of $45.0 million, partially offset by proceeds from maturities of available-for-sale financial investments of $135.7 million.
The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. Options.
The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.
INTRODUCTION Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows: • Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses. • Results of Operations – Includes an analysis of the Company’s 2024 and 2023 financial results and a discussion of any known events or trends which are likely to impact future results. • Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements. • Critical Accounting Estimates – Provides an explanation of accounting estimates which may have a significant impact on the Company’s financial results and the judgments, assumptions, and uncertainties associated with those estimates. • Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results.
INTRODUCTION Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows: • Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive, and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses. • Results of Operations – Includes an analysis of the Company’s 2025 and 2024 financial results and a discussion of any known events or trends which are likely to impact future results. • Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements. • Critical Accounting Estimates – Provides an explanation of accounting estimates which may have a significant impact on the Company’s financial results and the judgments, assumptions, and uncertainties associated with those estimates. • Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results.
Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade has been processed and validated by the NSCC on the trade date. The BIDS Trading ATS platform delivers matched trades to BofA Securities, Inc. (“BOA”), which delivers the matched trades to the NSCC.
Thus, Cboe Trading is potentially exposed to credit risk to the counterparty from an equity trade routed to another market center until the trade has been processed and validated by the NSCC on the trade date. The BIDS Trading ATS platform delivers matched trades to BofA Securities, Inc. (“BOA”), which delivers the matched trades to the NSCC.
With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades.
With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on Cboe Canada and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades.
Derivatives Markets Revenue aggregated into derivatives markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments.
Derivatives Markets Revenue aggregated into derivatives markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, and Europe and Asia Pacific segments.
The variance is primarily attributable to the adjustment for depreciation and amortization of $133.0 million, the change in Section 31 fees payable of $130.1 million, the adjustment for impairment of intangible assets of $81.0 million, the change in margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and customer bank deposits of $76.0 million, and the change in unrecognized tax benefits of $61.2 million, partially offset by changes in accounts receivable and accounts payable and accrued liabilities of $124.3 million and $36.4 million, respectively.
The variance is primarily attributable to the adjustment for depreciation and amortization of $133.0 million, the change in Section 31 fees payable of $130.1 million, the adjustment for impairment of intangible assets of $81.0 76 Table of Contents million, the change in margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and customer bank deposits of $76.0 million, and the change in unrecognized tax benefits of $61.2 million, partially offset by changes in accounts receivable and accounts payable and accrued liabilities of $124.3 million and $36.4 million, respectively.
(5) Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges. (6) Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares for MATCHNow and Cboe Canada and the number of trading days.
(5) Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges. (6) Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares of Cboe Canada and the number of trading days.
The cash deposits made by clearing participants are recorded in the consolidated balance sheets as current assets with equal and offsetting current liabilities. See Note 14 ("Clearing Operations") to the consolidated financial statements for additional information on Cboe Clear Europe and Cboe Clear U.S. and the margin deposits, clearing funds, and interoperability funds.
The cash deposits made by clearing members are recorded in the consolidated balance sheets as current assets with equal and offsetting current liabilities. See Note 14 ("Clearing Operations") to the consolidated financial statements for additional information on Cboe Clear Europe and Cboe Clear U.S. and the margin deposits, clearing funds, and interoperability funds.
Guarantees We use Wedbush and Morgan Stanley to clear our routed equities transactions for our U.S. equities exchanges. Wedbush and Morgan Stanley guarantee the trade until the trade has been submitted to and validated by the National Securities Clearing Corporation ("NSCC"), after which time NSCC provides a guarantee until the trade settles.
Guarantees We use Wedbush and Morgan Stanley to clear our routed equities transactions for the Cboe U.S. equity exchanges. Wedbush and Morgan Stanley guarantee the trade until the trade has been submitted to and validated by the National Securities Clearing Corporation ("NSCC"), after which time NSCC provides a guarantee until the trade settles.
Technology Support Services Technology support services consists primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.
Technology Support Services Technology support services consist primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.
Cboe Clear Europe also has a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility agreement with Cboe Clear Europe as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings) (the “Facility”).
Cboe Clear Europe also has a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility agreement with Cboe Clear Europe as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings) (the “Facility”).
In addition to the debt outstanding, as of December 31, 2024, we had an additional $400 million available through our revolving credit facility, with the ability to borrow another $200 million by increasing the commitments under the facility, subject to the agreement of the applicable lenders.
In addition to the debt outstanding, as of December 31, 2025, we had an additional $400 million available through our revolving credit facility, with the ability to borrow another $200 million by increasing the commitments under the facility, subject to the agreement of the applicable lenders.
Share Repurchase Program In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $2.3 billion as of December 31, 2024.
Share Repurchase Program In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations for a total authorization of $2.3 billion as of December 31, 2025.
With respect to trades in options and futures occurring on Cboe Europe Derivatives, we deliver matched trades of our customers to Cboe Clear Europe, which acts as a central counterparty on all transactions occurring on Cboe Europe Derivatives and, as such, guarantees clearance and settlement of all of those matched options and futures trades.
With respect to trades in options and futures occurring on CEDX, we deliver matched trades of our customers to Cboe Clear Europe, which acts as a central counterparty on all transactions occurring on CEDX and, as such, guarantees clearance and settlement of all of those matched options and futures trades.
This evaluation is based on factors including historical experience, such as the conclusions of examinations by tax authorities, changes in tax laws or rates, new examination activity, and results of any related legal processes.
This evaluation is based on factors including historical experience, such as the conclusions of examinations by tax authorities, communications with tax authorities, changes in tax laws or rates, new examination activity, and results of any related legal processes.
Our financial investments include deferred compensation plan assets, as well as investments with original or acquired maturities longer than three months but that mature in less than one year from the balance sheet date, and are recorded at fair value. As of December 31, 2024, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets.
Our financial investments include deferred compensation plan assets, as well as investments with original or acquired maturities longer than three months, that mature in less than one year from the balance sheet date and are recorded at fair value. As of December 31, 2025, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets.
Data Vantage Data Vantage revenues less cost of revenues increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to increases in access and capacity fees and proprietary market data fees.
Data Vantage Data Vantage revenues less cost of revenues increased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increases in access and capacity fees and proprietary market data fees.
The North American Equities segment includes U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform in the U.S. and Canada, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’s order books.
The North American Equities segment includes U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform in the U.S. and the Cboe BIDS Canada platform, and Canadian equities and other transaction services that occur on or through Cboe Canada’s order books.
Operating expenses increased or decreased in certain segments for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to changes in the allocation of shared-service expenses.
Operating expenses increased or decreased in certain segments for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to changes in the allocation of shared-service expenses.
The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”).
The Europe and Asia Pacific segment includes the pan-European derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and CEDX.
This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services. Futures.
This segment also includes Cboe Europe, Cboe NL, and Cboe Australia revenue generated from the licensing of proprietary market data and from access and capacity services. Futures.
The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.
The Company bases its estimates on historical experience, observation of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources forms the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.
Similarly, with respect to trades in U.S. listed equity options and futures occurring on Cboe Options, C2, BZX, EDGX, and CFE, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on these exchanges and, as such, guarantees clearance and settlement of all of those matched options and futures trades.
Similarly, with respect to trades in U.S. listed equity options occurring on Cboe Options, C2, BZX, and EDGX, and to trades in CFE futures products cleared by OCC, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on these exchanges and, as such, guarantees clearance and settlement of these matched options and futures trades.
In the case of failure to perform on the part of BOA on transactions for the BIDS Trading ATS platform, BIDS has obligations to the counterparties to satisfy the trades. 84 Table o f Contents OCC acts as a central counterparty on all transactions in listed equity options in our Options segment, and as such, guarantees clearance and settlement of all of our options transactions.
In the case of failure to perform on the part of BOA on transactions for the BIDS Trading ATS platform, BIDS has obligations to the counterparties to satisfy the trades. 79 Table of Contents OCC acts as a central counterparty on all transactions in listed equity options in our Options segment, and as such, guarantees clearance and settlement of all of our options transactions.
In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility, and potentially participating in future financing transactions to obtain additional capital will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, any dividends, potential strategic acquisitions, and opportunities for common stock repurchases under the previously announced program.
In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility, and potentially participating in future financing transactions to obtain additional capital will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, any dividends, potential strategic acquisitions, to cover any adjustments arising from tax examinations, and opportunities for common stock repurchases under the previously announced program.
A detailed comparison of the Company’s 2023 operating results to its 2022 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2023 Annual Report on Form 10-K filed February 16, 2024 at www.sec.gov.
A detailed comparison of the Company’s 2024 operating results to its 2023 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2024 Annual Report on Form 10-K filed February 21, 2025 at www.sec.gov.
Data Vantage Revenue aggregated into Data Vantage includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s six segments.
Data Vantage Revenue aggregated into Data Vantage includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s five segments.
Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue. 57 Table o f Contents Components of Operating Expenses Compensation and Benefits Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market.
Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees, and other miscellaneous costs associated with other revenue. Components of Operating Expenses Compensation and Benefits Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market.
Access and capacity fees increased primarily due to increased logical and physical port fees in the North American Equities, Options, and Europe and Asia Pacific segments driven by increased customer demand. Proprietary market data fees increased primarily due to increases in in the Options, North American Equities, and Europe and Asia Pacific segments.
Access and capacity fees increased primarily due to increases in logical and physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments driven by increased customer demand.
Dividends The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness, and other considerations our Board of Directors deems relevant.
The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness, and other considerations our Board of Directors deems relevant.
The discounted estimated future cash flow analysis requires judgments about the discount rate, forecasted revenue growth rate, and operating expenses, that are inherent in these fair value estimates over the estimated remaining operating period. Additionally, the analysis contains uncertainty surrounding future events.
The discounted estimated future cash flow analysis requires judgments about the discount rate, forecasted revenue growth rate, and operating expenses, that are inherent in these fair value estimates over the estimated remaining 80 Table of Contents operating period. Additionally, the analysis contains uncertainty surrounding future events.
Judgments and Uncertainties The estimated fair values of our reporting units are based on the market approach and the income approach (using discounted estimated future cash flows). The estimated fair values of indefinite-lived intangibles are based on the cost method and income approach.
Judgments and Uncertainties The estimated fair values of our reporting units are based on the market approach and the income approach (using discounted estimated future cash flows). The estimated fair values of the indefinite-lived intangibles used the income approach.
Total rent expense related to current and former lease obligations for the years ended December 31, 2024, 2023, and 2022 totaled $37.1 million, $34.5 million, and $30.0 million, respectively. In addition to our lease obligations, we have contractual obligations related to certain operating leases, data and telecommunications agreements, and our long-term debt outstanding.
Total rent expense related to current and former lease obligations for the years ended December 31, 2025, 2024, and 2023 totaled $37.9 million, $37.1 million, and $34.5 million, respectively. In addition to our lease obligations, we have contractual obligations related to certain operating leases, data and telecommunications agreements, and our long-term debt outstanding.
Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure. 59 Table o f Contents Comparison of Years Ended December 31, 2024 and 2023 Overview The following summarizes changes in financial performance for the year ended December 31, 2024, compared to the year ended December 31, 2023: (1) These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).
Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure. 54 Table of Contents Comparison of Years Ended December 31, 2025 and 2024 Overview The following summarizes changes in financial performance for the year ended December 31, 2025, compared to the year ended December 31, 2024: (1) These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).
In addition, the Company operates Cboe Europe, one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.
In addition, the Company operates Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe and Canada, Cboe Australia, an operator of a regulated stock exchange in Australia, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada, a recognized Canadian securities exchange.
As a result of these repurchases, certain direct costs and excise taxes are incurred but do not impact our cost per share or availability. See Note 2 ("Summary of Significant Accounting Policies") for more information. As of December 31, 2024, the Company had $679.8 million of availability remaining under its existing share repurchase authorizations.
As a result of these repurchases, certain direct costs and excise taxes are incurred but do not impact our cost per share or availability. See Note 2 ("Summary of Significant Accounting Policies") for more information. As of December 31, 2025, the Company had $614.5 million of availability remaining under its existing share repurchase authorizations.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 3 ("Recent Accounting Pronouncements") to the consolidated financial statements for further discussion of recently adopted and recently issued accounting pronouncements that are applicable to the Company .
RECENT ACCOUNTING PRONOUNCEMENTS See Note 3 ("Recent Accounting Pronouncements") to the consolidated financial statements for further discussion of recently adopted and recently issued accounting pronouncements that are applicable to the Company . 81 Table of Contents
BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee until the trade settles. In the case of failure to perform on the part of Wedbush or Morgan Stanley on routed transactions for our U.S. Equities exchanges, we provide the guarantee to the counterparty to the trader.
BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee until the trade settles. In the case of failure to perform on the part of Wedbush or Morgan Stanley on routed transactions for the Cboe U.S. equity exchanges, we provide the guarantee to the counterparty to the trade.
(13) Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.
(12) Net settlement volume refers to the total number of settlements executed after netting. (13) Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.
Business Segments The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision maker ("CODM") reviews and operates the business, as discussed in Note 1 ("Nature of Operations").
As of January 1, 2025, the Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, which is reflective of how the Company's chief operating decision maker ("CODM") reviews and operates the business, as discussed in Note 1 ("Nature of Operations").
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues. Revenues less cost of revenues increased $4.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in net transaction and clearing fees, driven by a 5% increase in ADNV.
(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues. Revenues less cost of revenues increased $13.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in net transaction and clearing fees, driven by a 13% increase in ADNV.
The remaining balance was held in the United States and totaled $619.0 million and $298.9 million as of December 31, 2024 and 2023, respectively. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits.
The remaining balance was held in the United States and totaled $1,792.1 million and $619.0 million as of December 31, 2025 and 2024, respectively. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States and foreign income taxes, less applicable foreign tax credits.
C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services. North American Equities.
C2 Options, BZX Options, and 50 Table of Contents EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services.
Access and capacity fees increased primarily due to increased logical and physical port fees in the North American Equities, Options, and Europe and Asia Pacific segments driven by increased customer demand. Proprietary market data fees increased primarily due to increases in the Options, North American Equities, and Europe and Asia Pacific segments.
Access and capacity fees increased primarily due to increased logical and physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments driven by increased customer demand.
Prior periods have been restated in accordance with this methodology. 66 Table o f Contents (1) Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.
Prior periods have been recast in accordance with this methodology. 62 Table of Contents (1) Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.
Segment performance is primarily based on operating income (loss). We have aggregated all corporate costs, as well as other business ventures, within Corporate Items and Eliminations as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment.
We have aggregated all corporate costs, as well as other business ventures, within Corporate Items and Eliminations as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment.
Debt The following summarizes our debt obligations as of December 31, 2024, 2023, and 2022 (in millions): As of December 31, 2024 2023 2022 Term Loan Agreement $ — $ — $ 305.0 3.650% Senior Notes 650.0 650.0 650.0 1.625% Senior Notes 500.0 500.0 500.0 3.000% Senior Notes 300.0 300.0 300.0 Revolving Credit Agreement — — — Cboe Clear Europe Credit Facility — — — Less unamortized discount and debt issuance costs (9.0) (10.8) (13.0) Total debt $ 1,441.0 $ 1,439.2 $ 1,742.0 At December 31, 2024, we were in compliance with the covenants of our debt agreements.
Debt The following summarizes our debt obligations as of December 31, 2025, 2024, and 2023 (in millions): As of December 31, 2025 2024 2023 3.650% Senior Notes $ 650.0 $ 650.0 $ 650.0 1.625% Senior Notes 500.0 500.0 500.0 3.000% Senior Notes 300.0 300.0 300.0 Revolving Credit Agreement — — — Cboe Clear Europe Credit Facility — — — Less unamortized discount and debt issuance costs (7.1) (9.0) (10.8) Total debt $ 1,442.9 $ 1,441.0 $ 1,439.2 At December 31, 2025, we were in compliance with the covenants of our debt agreements.
Cboe Trading, Cboe Europe, Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and Cboe Canada Inc. are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees.
Cboe Trading, Cboe Europe, Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Clear U.S., Cboe Canada, and (formerly) Cboe Japan are not U.S. national securities exchanges, and, accordingly, are not charged Section 31 fees.
See Note 23 ("Commitments, Contingencies, and Guarantees") to the consolidated financial statements for a discussion of commitments and contingencies, Note 12 ("Debt") for a discussion of the outstanding debt, Note 14 ("Clearing Operations") for information on Cboe Clear Europe and Cboe Digital’s clearinghouse exposure guarantees, and Note 24 ("Leases") for discussion on operating leases and equipment leases.
See Note 23 ("Commitments, Contingencies, and Guarantees") to the consolidated financial statements for a discussion of commitments and contingencies, Note 12 ("Debt") for a discussion of the outstanding debt, Note 14 ("Clearing Operations") for information on Cboe Clear Europe's and Cboe Clear U.S.’s clearinghouse exposure guarantees, and Note 24 ("Leases") for a discussion of operating leases and equipment leases.
The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Global Indices Feed (“CGIF”).
The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through CGIF.
For the year ended December 31, 2024, operating income for the Europe and Asia Pacific segment increased $9.0 million compared to the year ended December 31, 2023 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses.
For the year ended December 31, 2025, operating income for the Europe and Asia Pacific segment increased $12.2 million compared to the year ended December 31, 2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses.
For the year ended December 31, 2024, operating income for the Options segment increased $27.1 million compared to the year ended December 31, 2023 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses.
For the year ended December 31, 2025, operating income for the Options segment increased $234.9 million compared to the year ended December 31, 2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses.
Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty.
On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty.
Technology Support Services Technology support services costs increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to increases in software maintenance, cloud services, market data technology support services, primary data center hosting expenses, and software licenses and subscriptions, partially offset by decreases in purchased hardware and hardware maintenance.
Technology Support Services Technology support services costs increased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increases in cloud services, secondary data center hosting expenses, market data technology support services, and hardware maintenance, partially offset by decreases in purchased hardware.
We have excluded from the contractual obligations listed below $845.5 million in margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and Cboe Clear U.S. Clearing participants of Cboe Clear Europe are required to make deposits to a clearing fund.
We have excluded from the contractual obligations listed below $1,618.2 million in margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and Cboe Clear U.S. Clearing members of Cboe Clear Europe are required to make deposits to a clearing fund.
Components of Cost of Revenues Liquidity Payments Liquidity payments are primarily correlated to the volume of securities traded on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of Cboe Options, C2, BZX, EDGX, Cboe Europe Equities and Derivatives, CFE, and Cboe Digital, as cost of revenue.
Components of Cost of Revenues Liquidity Payments Liquidity payments are primarily correlated to the trading volumes on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of Cboe Options, C2, BZX, EDGX, Cboe Europe Equities and Derivatives, Cboe Clear U.S., Cboe Digital Exchange, and CFE, as cost of revenue.
The following summarizes our total revenues by segment (in millions, except percentages): Note, the chart excludes Digital revenues of $(0.1) million and $(4.1) million for the years ended December 31, 2024 and 2023, respectively.
The following summarizes our total revenues by segment (in millions, except percentages): Note, the chart excludes Digital revenues of $(0.1) million for the year ended December 31, 2024.
Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility.
Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS order books; a Large-in-Scale (“LIS”) trading negotiation facility and a volume-weighted average price (“VWAP”) trajectory crossing facility.
(10) Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared. (11) European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues. (12) Net settlement volume refers to the total number of settlements executed after netting.
(9) Trades cleared refers to the total number of non-interoperable trades cleared. (10) Fee per trade cleared refers to clearing fees divided by the number of non-interoperable trades cleared. (11) European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues.
Net Cash Flows (Used in) Provided by Financing Activities During the year ended December 31, 2024, net cash used in financing activities primarily consisted of cash dividends on common stock of $249.4 million and share repurchases of $204.8 million.
Net cash flows used in financing activities totaled $495.0 million for the year ended December 31, 2024, and primarily consisted of cash dividends on common stock of $249.4 million and share repurchases of $204.8 million.
With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use Mirae Asset Securities (USA) Inc. to deliver matched trades to the Fixed Income Clearing Corporation (FICC) Government Securities Division (GSD), which acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use ABN and/or Mirae to deliver matched trades to the FICC GSD. FICC GSD acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
North American Equities The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA and EBITDA margin for our North American Equities segment (in millions, except percentages): Percentage of Total Revenues Year Ended December 31, Percent Change Year Ended December 31, 2024 2023 2024 2023 Revenues less cost of revenues $ 383.8 $ 365.3 5 % 25 % 27 % Operating expenses 215.2 247.3 (13) % 14 % 18 % Operating income $ 168.6 $ 118.0 43 % 11 % 9 % Operating margin 43.9 % 32.3 % * * * EBITDA (1) $ 226.8 $ 186.9 21 % 15 % 14 % EBITDA margin (2) 59.1 % 51.2 % * * * ____________________________________________________________________ * Not meaningful (1) See footnote (1) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.
North American Equities The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our North American Equities segment (in millions, except percentages): Percentage of Total Revenues Year Ended December 31, Percent Change Year Ended December 31, 2025 2024 2025 2024 Revenues less cost of revenues $ 407.2 $ 383.8 6 % 24 % 25 % Operating expenses 219.1 215.2 2 % 13 % 14 % Operating income $ 188.1 $ 168.6 12 % 11 % 11 % Operating margin 46.2 % 43.9 % * * * EBITDA (1) $ 234.0 $ 226.8 3 % 14 % 15 % EBITDA margin (2) 57.5 % 59.1 % * * * ____________________________________________________________________ * Not meaningful (1) See footnote (2) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.
(“LiveVol”), Hanweck, FT Options, Trade Alert, BIDS Holdings, Cboe Asia Pacific, Cboe Digital, and Cboe Canada Inc. resulted in the recording of goodwill and other intangible assets, while our acquisition of Cboe Clear Europe, resulted in a bargain purchase gain and other intangible assets.
Goodwill and Other Intangible Assets Description Our acquisitions of Bats, Silexx Financial Systems, LLC (“Silexx”), Livevol, Inc. (“LiveVol”), Hanweck, FT Options, Trade Alert, BIDS Holdings, Cboe Asia Pacific, Cboe Digital, and Cboe Canada resulted in the recording of goodwill and other intangible assets, while our acquisition of Cboe Clear Europe, resulted in a bargain purchase gain and other intangible assets.
We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including: • trading volumes on our proprietary products such as VIX options and futures and SPX options; • trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities, options, futures, and ETPs in Europe and volumes in institutional FX trading; • the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors ("SIPs"), which determines the pool size of the industry market data fees we receive based on our market share; • consolidation and expansion of our customers and competitors in the industry; • the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services; • continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets; • significant fluctuations in foreign currency translation rates or weakened value of currencies; and • regulatory changes and obligations relating to market structure, increased capital or margin requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.
We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including: • trading volumes on our proprietary products such as VIX options and futures and SPX options; • trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities, options, futures, and ETPs in Europe and volumes in institutional FX trading; • the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors ("SIPs"), which determines the pool size of the industry market data fees we receive based on our market share; • consolidation and expansion of our customers and competitors in the industry; 51 Table of Contents • the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies; • the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services; • implementation of the SEC's reduced equity access fee cap and other potential market structure changes may lead to decreased exchange trading, and reduced transaction fee revenue; • continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets; • significant fluctuations in foreign currency translation rates or weakened value of currencies; • ongoing costs and uncertainties related to the historical, current, and future funding of the implementation and operation of the CAT, litigation and regulatory developments related to CAT, and the ability to collect on the promissory notes related to the funding of CAT; and • regulatory changes and obligations relating to market structure, increased capital or margin requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.
See “Cash Flow” below for further discussion. 80 Table o f Contents Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $301.3 million and $244.3 million as of December 31, 2024 and 2023, respectively.
See “Cash Flow” below for further discussion. 75 Table of Contents Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $424.4 million and $301.3 million as of December 31, 2025 and 2024, respectively.
In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate EBITDA and adjusted EBITDA differently than we do.
We use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility.
For the year ended December 31, 2024, operating income for the Futures segment increased $12.8 million compared to the year ended December 31, 2023 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses.
For the year ended December 31, 2025, operating income for the Futures segment decreased $25.0 million compared to the year ended December 31, 2024 primarily due to an increase in operating expenses, coupled with a decrease in revenues less cost of revenues.
(16) Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction. 67 Table o f Contents Revenues Total revenues for the year ended December 31, 2024 increased $321.0 million, or 9%, compared to the year ended December 31, 2023 primarily due to increases across all revenue captions, driven by an increase in the Section 31 fee rate following a rate change in May 2024, an increase in transaction and clearing fees as a result of increased volumes on the Cboe U.S. equities, Cboe options, Cboe European equities, and Cboe futures exchanges, an increase in other revenue attributable to Cboe Clear Europe, and increases in access and capacity fees across segments.
(15) Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction. 63 Table of Contents Revenues Total revenues for the year ended December 31, 2025 increased $619.7 million, or 15%, compared to the year ended December 31, 2024 primarily due to increases across all revenue captions, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, and Cboe European equities exchanges, partially offset by a decrease in regulatory fees due to a decrease in the Section 31 fee rate following a rate change in May 2025.
Cash Flow The following table summarizes our cash flow data for the years ended December 31, 2024, 2023, and 2022 (in millions): For the Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 1,100.6 $ 1,075.6 $ 651.1 Net cash used in investing activities (141.8) (55.1) (835.1) Net cash (used in) provided by financing activities (495.0) (656.1) 81.7 Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents (95.1) 52.8 (10.0) Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents $ 368.7 $ 417.2 $ (112.3) As of December 31, 2024 2023 2022 Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: Cash and cash equivalents $ 915.3 $ 543.2 $ 432.7 Restricted cash and cash equivalents (included in margin deposits, clearing funds, and interoperability funds) 841.4 834.8 530.3 Restricted cash and cash equivalents (included in cash and cash equivalents) 5.0 — — Restricted cash and cash equivalents (included in other current assets) — 5.1 4.2 Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds) 4.1 14.0 12.7 Total $ 1,765.8 $ 1,397.1 $ 979.9 Net Cash Flows Provided by Operating Activities During the year ended December 31, 2024, net cash provided by operating activities was $335.7 million higher than net income.
Cash Flow The following table summarizes our cash flow data for the years ended December 31, 2025, 2024, and 2023 (in millions): For the Year Ended December 31, 2025 2024 2023 Net cash flows provided by operating activities $ 1,752.6 $ 1,100.6 $ 1,075.6 Net cash flows provided by (used in) investing activities 450.2 (141.8) (55.1) Net cash flows used in financing activities (371.6) (495.0) (656.1) Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents 271.8 (95.1) 52.8 Increase in cash, cash equivalents, and restricted cash and cash equivalents $ 2,103.0 $ 368.7 $ 417.2 As of December 31, 2025 2024 2023 Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: Cash and cash equivalents $ 2,216.5 $ 915.3 $ 543.2 Restricted cash and cash equivalents (included in margin deposits, clearing funds, and interoperability funds) 1,617.0 841.4 834.8 Restricted cash and cash equivalents (included in cash and cash equivalents) — 5.0 — Restricted cash and cash equivalents (included in other current assets) 34.1 — 5.1 Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds) 1.2 4.1 14.0 Total $ 3,868.8 $ 1,765.8 $ 1,397.1 Net Cash Flows Provided by Operating Activities During the year ended December 31, 2025, net cash flows provided by operating activities were $652.6 million higher than net income.
Equities: U.S. Equities - Exchange: ADV: Total touched shares (in billions) (1) 1.5 1.5 — (1) % Market ADV (in billions) 12.2 11.0 1.2 10 % Market share 11.4 % 12.8 % (1.4) % * U.S. Equities - Exchange (net capture per one hundred touched shares) (3) $ 0.022 $ 0.018 $ 0.004 17 % U.S.
Equities: U.S. Equities - Exchange: ADV: Total matched shares (in billions) (5) 1.8 1.4 0.4 26 % Market ADV (in billions) 17.6 12.2 5.4 45 % Market share 10.0 % 11.4 % (1.4) % * U.S. Equities - Exchange (net capture per one hundred touched shares) (3) $ 0.015 $ 0.022 $ (0.007) (32) % U.S.
The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2024 compared to the year ended December 31, 2023: Year Ended December 31, Increase/ (Decrease) Percent Change 2024 2023 (in millions, except percentages, trading days, and as noted below) Options: Average daily volume (ADV) (in millions of contracts): Market ADV 48.5 44.2 4.3 10 % Total touched contracts (1) 14.9 14.6 0.3 2 % Multi-listed contract ADV 10.9 10.8 0.1 0 % Index contract ADV 4.1 3.8 0.3 8 % Number of trading days 252 250 2 1 % Total Options revenue per contract (RPC) (2) $ 0.293 $ 0.276 $ 0.017 6 % Multi-listed options RPC (2) 0.063 0.060 0.003 6 % Index options RPC (2) 0.902 0.893 0.009 1 % Total Options market share 30.8 % 33.1 % (2.3) % * Multi-listed options market share 24.5 % 26.8 % (2.3) % * North American Equities: U.S.
The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2025 compared to the year ended December 31, 2024: Year Ended December 31, Increase/ (Decrease) Percent Change 2025 2024 (in millions, except percentages, trading days, and as noted below) Options: Average daily volume (ADV) (in millions of contracts): Market ADV 60.8 48.5 12.3 25 % Total touched contracts (1) 18.4 14.9 3.5 23 % Multi-listed contract ADV 13.5 10.9 2.6 24 % Index contract ADV 4.9 4.1 0.8 21 % Trading days 250 252 (2) (1) % Total Options revenue per contract (RPC) (2) $ 0.297 $ 0.293 $ 0.004 1 % Multi-listed options RPC (2) 0.066 0.063 0.003 4 % Index options RPC (2) 0.924 0.902 0.022 2 % Total Options market share 30.3 % 30.8 % (0.5) % * Multi-listed options market share 24.2 % 24.5 % (0.3) % * North American Equities: U.S.
With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.
With respect to Japanese equities, we formerly delivered matched trades of our customers to the Japanese Securities Clearing Corporation, which acted as a central counterparty on all transactions that occurred on Cboe Japan and, as such, guaranteed clearance and settlement on all of our matched trades in Japan.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCboe Clear Europe entered into a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. • Custody Risk – Cboe Digital has no reason to believe it will incur any expense associated with potential liability in connection with storage of digital assets because it liquidated all digital assets held on behalf of customers as of September 30, 2024 and no longer holds customer digital clearing assets through accounts with third-party custodians or through self-custody. • Valuation Risk - Cboe Digital was previously exposed to risk with respect to digital asset prices and valuations which were largely based on the supply and demand for those digital assets in financial markets; however, the Company is no longer exposed to material digital asset valuation risk due to the liquidation of digital assets held by Cboe Digital as of September 30, 2024. • Market Risk - Cboe Clear Europe is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss.
Biggest changeCboe Clear Europe entered into a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. • Market Risk – Cboe Clear Europe is also exposed to market risk in the event that a clearing member defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss.
The assets and liabilities of our European businesses are denominated in British pounds or Euros. The assets and liabilities of our Canadian businesses are denominated in Canadian dollars. The assets and liabilities of our Asia Pacific businesses are denominated in Australian dollars, Japanese Yen, Singapore dollars, Hong Kong dollars, or Philippine Pesos.
The assets and liabilities of our European businesses are denominated in British pounds or Euros. The assets and liabilities of our Canadian businesses are denominated in Canadian dollars. The assets and liabilities of our Asia Pacific businesses are denominated in Australian dollars, Japanese yen, Singapore dollars, Philippine pesos, or Hong Kong dollars.
The payment and settlement obligations generally stem from the function of Cboe Clear Europe as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later. During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity.
The payment and settlement obligations generally stem from the function of Cboe Clear Europe as a cash equity clearinghouse: shares are bought and sold by clearing members on a trading platform or OTC, and netted to settle two days later. During the settlement the actual payment for and delivery of the shares take place; this process requires intraday liquidity.
Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle. To help mitigate this risk, a fail fee is charged to discourage late settlements. This fee covers Cboe Clear Europe’s costs but also acts as a deterrent as required by applicable settlement efficiency regulation.
Besides potential defaults of clearing members, the main credit risk faced by the clearinghouse is exposure to clearing members when a trade fails to settle. To help mitigate this risk, a fail fee is charged to discourage late settlements. This fee covers Cboe Clear Europe’s costs but also acts as a deterrent as required by applicable settlement efficiency regulation.
See Note 12 ("Debt") to the consolidated financial statements for a discussion of debt agreements. Liquidity Risk We are exposed to liquidity risk under certain circumstances in relation to the cross-acceleration and cross-default provisions within the Term Loan Agreement and the Revolving Credit Agreement as a result of the Company, as guarantor, entering into the Cboe Clear Europe Credit Facility.
See Note 12 ("Debt") to the consolidated financial statements for a discussion of debt agreements. Liquidity Risk We are exposed to liquidity risk under certain circumstances in relation to the cross-acceleration and cross-default provisions within the Revolving Credit Agreement as a result of the Company, as guarantor, entering into the Cboe Clear Europe Credit Facility.
To help mitigate market risk, Cboe Clear Europe collects collateral on an end of day and intraday basis from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions.
To help mitigate market risk, Cboe Clear Europe collects collateral on an end of day and intraday basis from clearing members to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions.
We are also exposed to changes in interest rates as a result of borrowings under our Revolving Credit Agreement and the Cboe Clear Europe Credit Facility, as these facilities bear interest at fluctuating rates. As of December 31, 2024, there were no outstanding borrowings under our Revolving Credit Agreement or Cboe Clear Europe Credit Facility, respectively.
We are also exposed to changes in interest rates as a result of borrowings under our Revolving Credit Agreement and the Cboe Clear Europe Credit Facility, as these facilities bear interest at fluctuating rates. As of December 31, 2025, there were no outstanding borrowings under our Revolving Credit Agreement or Cboe Clear Europe Credit Facility, respectively.
The Company maintains cash at various regulated financial institutions and brokerage firms which, at times, may be in excess of the depository insurance limits. The Company’s management regularly monitors these institutions and believes that the potential for future loss is remote.
The Company maintains cash and cash equivalents and financial investments at various regulated financial institutions and brokerage firms which, at times, may be in excess of the depository insurance limits. The Company’s management regularly monitors these institutions and believes that the potential for future loss is remote.
Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to a trade routed to another market center until the trade has been processed and validated by the NSCC in the event that Morgan Stanley or Wedbush fails.
Thus, Cboe Trading is potentially exposed to credit risk from the counterparty to a trade routed to another market center until the trade has been processed and validated by the NSCC in the event that Morgan Stanley or Wedbush fails to perform.
While Cboe Clear Europe seeks to achieve a reasonable rate of return which may generate interest income for clearing participants, Cboe Clear Europe is primarily concerned with preservation of capital and managing the risks associated with these deposits.
While Cboe Clear Europe seeks to achieve a reasonable rate of return which may generate interest income for clearing members, Cboe Clear Europe is primarily concerned with preservation of capital and managing the risks associated with these deposits.
To help mitigate this risk, Cboe Clear Europe monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets.
To help mitigate this risk, Cboe Clear Europe monitors its liquidity requirements closely and maintains funds and assets in a manner which attempts to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets.
Thus, BIDS Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade as been processed and validated by the NSCC on the trade date. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd.
Thus, BIDS Trading is potentially exposed to credit risk from the counterparty to an equity trade routed to another market center until the trade has been processed and validated by the NSCC on the trade date. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd.
Cboe Clear U.S. collects collateral on an end of day and intraday basis from clearing participants that are clearing margin eligible futures contracts. Cboe Clear U.S. only allows collateral in USD at this time.
Cboe Clear U.S. collects collateral on an end of day and intraday basis from clearing members that are clearing margin eligible futures contracts. Cboe Clear U.S. only allows collateral in USD at this time.
Cboe Clear U.S. is also exposed to market risk in the event that a clearing participant defaults and the market prices of its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss or the clearing participant has already realized trading losses in excess of the collateral at the time of default or the combination of the two.
Cboe Clear U.S. is also exposed to market risk in the event that a clearing member defaults and the market prices of its open positions have moved adversely so the clearinghouse can only close out the member's obligations at a loss or the clearing member has already realized trading losses in excess of the collateral at the time of default or the combination of the two.
We do not have counterparty credit risk with respect to trades matched on our exchanges in the U.S., Canada, and Europe. With respect to listed equities, we deliver matched trades of our customers to the NSCC without taking on counterparty risk for those trades.
We do not have counterparty credit risk with respect to trades matched on our exchanges in the U.S., Canada, and Europe. With respect to listed equities, we deliver matched trades of our customers to the NSCC without taking on 82 Table of Contents counterparty risk for those trades.
A default of the Facility may allow lenders to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities.
A default of the Revolving Credit Agreement or the Facility may allow lenders to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business, and financing activities.
With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on MATCHNow and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades.
With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on Cboe Canada and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades.
The following is a summary of the risks associated with these deposits and how these risks are mitigated: • Credit Risk - The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation and related to custodians and settlement banks.
The following is a summary of the risks associated with these deposits and how these risks are mitigated: • Credit Risk – The credit risk is predominantly in the event a clearing member fails to meet a financial or contractual obligation and relates to custodians and settlement banks.
Similarly, with respect to U.S. listed equity options and futures, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on Cboe Options, C2, BZX, EDGX and CFE and, as such, guarantees clearance and settlement of all of our matched options and futures trades.
Similarly, with respect to U.S. listed equity options and futures, we deliver touched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on Cboe Options, C2, BZX, and EDGX, and on transactions in CFE futures products cleared by OCC and, as such, guarantees clearance and settlement of those matched options and futures trades.
As of December 31, 2024, we had $1,441.0 million in outstanding debt, all of which relates to our Senior Notes, which bear interest at fixed interest rates. Changes in interest rates will have no impact on the interest we pay on fixed-rate obligations.
As of December 31, 2025, we had $1,442.9 million in outstanding debt, all of which relates to our Senior Notes, which bear interest at fixed interest rates. Changes in interest rates will have no impact on the interest we pay on fixed-rate obligations.
The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC. BOA guarantees the trade until the trade has been submitted to and validated by the NSCC, after which time NSCC 87 Table o f Contents provides a guarantee until the trade settles.
The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC. BOA guarantees the trade until the trade has been submitted to and validated by the NSCC, after which time NSCC provides a guarantee until the trade settles.
For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks. Liquidity is 88 Table o f Contents mainly required for securities settlement.
For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks. Liquidity is mainly required for securities settlement.
Cboe Clear Europe attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health. To cover potential loss to Cboe Clear Europe in the event of a clearing participant default, collateral is required from clearing participants.
Cboe Clear Europe attempts to mitigate this risk through minimum participant requirements for existing clearing members and SFT's special clearing members and monitoring their financial health. To cover potential loss to Cboe Clear Europe in the event of a clearing member default, collateral is required from clearing members.
Cboe Clear U.S. maintains pre-funded resources to cover probable losses during normal market conditions due to default of clearing participants. • Investment Risk – Cboe Clear Europe as of December 31, 2024 held $841.4 million of clearing member margin deposits, clearing funds, and interoperability funds which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks.
Cboe Clear U.S. maintains pre-funded resources to cover probable losses during normal market conditions due to default of clearing members. • Investment Risk – Cboe Clear Europe, as of December 31, 2025, held $1,617.0 million of clearing member margin deposits, clearing funds, and interoperability funds which are held or invested primarily to provide security of capital while minimizing credit, market, and liquidity risks.
As of December 31, 2024, Cboe Digital does not expect a material loss concerning credit risk on any member participant, custodian, or settlement bank. • Liquidity Risk - Liquidity risk is the risk Cboe Clear Europe may not be able to meet its payment obligations in the right currency, in the right place and at the right time.
As of December 31, 2025, Cboe Clear U.S. does not expect a material loss concerning credit risk on any clearing member or settlement bank. • Liquidity Risk – Liquidity risk is the risk Cboe Clear Europe may not be able to meet its payment obligations in the right currency, in the right place and at the right time.
Cboe Clear Europe holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks.
Cboe Clear Europe holds material amounts of clearing member collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks. Cboe Clear U.S. holds amounts of clearing member collateral in the form of cash.
With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.
With respect to Japanese equities, we formerly delivered matched trades of our customers to the Japanese Securities Clearing Corporation, which acted as a central counterparty on all transactions formerly occurring on Cboe Japan and, as such, guaranteed clearance and settlement on all of our matched trades in Japan.
As of December 31, 2024 and 2023, our cash and cash equivalents and financial investments were $1,030.6 million and $600.7 million, respectively, of which $301.3 million and $244.3 million is held outside of the United States in various foreign subsidiaries in 2024 and 2023, respectively. The remaining cash and cash equivalents and financial investments are denominated in U.S. dollars.
As of December 31, 2025 and 2024, our cash and cash equivalents and financial investments were $2,252.6 million and $1,030.6 million, respectively, of which $424.4 million and $301.3 million is held outside of the United States in various foreign subsidiaries in 2025 and 2024, respectively. The remaining cash and cash equivalents and financial investments are denominated in U.S. dollars.
See Note 12 ("Debt") to the consolidated financial statements for a discussion of debt agreements. 90 Table o f Contents
See Note 12 ("Debt") to the consolidated financial statements for a discussion of debt agreements. 85 Table of Contents
With respect to U.S. government securities transactions, we deliver matched trades to FICC GSD without taking on counterparty risk for those trades. FICC GSD acts as a central counterparty on all U.S. government securities transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
FICC GSD acts as a central counterparty on all U.S. government securities transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.
Cboe Clear U.S. sets minimum financial requirements on custodian institutions and any clearing member that may expose the clearinghouse to credit risk. The financial strength of custodians and such clearing members are monitored routinely.
Cboe Clear U.S. sets minimum 83 Table of Contents financial requirements on settlement banks and any clearing member that may expose the clearinghouse to credit risk. The financial strength of settlement banks and such clearing members is monitored routinely.
While Cboe Clear Europe has policies and procedures that strive to help ensure that clearing participant collateral is protected, Cboe Clear Europe cannot absolutely assure that these measures and safeguards will be sufficient to protect margin deposits, clearing funds, and interoperability funds from a default or that we will not be materially and adversely affected in the event of a significant default. 89 Table o f Contents On a regular basis, we review and evaluate changes in the status of our counterparties’ creditworthiness.
While Cboe Clear Europe has policies and procedures that strive to help ensure that clearing member collateral is protected, Cboe Clear Europe cannot absolutely assure that these measures and safeguards will be sufficient to protect margin deposits, clearing funds, and interoperability funds from a default or that we will not be materially and adversely affected in the event of a significant default.
We also have de minimis exposure to other foreign currencies, including the Singapore dollar, Philippine Peso, and Hong Kong dollar. 86 Table o f Contents For the year ended December 31, 2024, our exposure to foreign-denominated revenues less cost of revenues and expenses is presented by primary foreign currency in the following table (in millions, except percentages): Year Ended December 31, 2024 Euros (1) British Pounds (1) Canadian Dollars (1) Foreign denominated % of: Revenues less cost of revenues 5.7 % 2.9 % 1.4 % Operating expenses 7.1 % 8.4 % 3.8 % Impact of 10% adverse currency fluctuation on: Revenues less cost of revenues $ 11.9 $ 6.1 $ 3.0 Operating expenses 6.9 8.2 3.7 ________________________________________________________ (1) An average foreign exchange rate to the U.S. dollar for the period was used.
For the year ended December 31, 2025, our exposure to foreign-denominated revenues less cost of revenues and expenses is presented by primary foreign currency in the following table (in millions, except percentages): Year Ended December 31, 2025 Euros (1) British Pounds (1) Canadian Dollars (1) Foreign denominated % of: Revenues less cost of revenues 6.6 % 3.1 % 1.4 % Operating expenses 8.4 % 9.6 % 4.8 % Impact of 10% adverse currency fluctuation on: Revenues less cost of revenues $ 16.0 $ 7.6 $ 3.3 Operating expenses 8.1 9.3 4.6 ____________________________________________________________________ (1) An average foreign exchange rate to the U.S. dollar for the period was used.
Cboe Clear U.S. monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, only allowing highly liquid USD denominated assets to be posted as collateral.
Cboe Clear U.S. monitors its liquidity requirements closely and maintains funds and assets in a manner which attempts to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets.
Our primary exposure to this equity risk as of December 31, 2024 is presented by foreign currency in the following table (in millions): Euros (1) British Pounds (1) Canadian Dollars (1) Net equity investment in Cboe Europe equities and derivatives, Cboe Clear Europe, and Cboe Canada Inc. $ 198.3 $ 636.4 $ 521.8 Impact on consolidated equity of a 10% adverse currency fluctuation 19.8 63.6 52.2 ________________________________________________________ (1) Converted to U.S. dollars using the foreign exchange rate of Euros per U.S. dollar, British pounds per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of December 31, 2024.
Our primary exposure to this equity risk as of December 31, 2025 is presented by foreign currency in the following table (in millions): Euros (1) British Pounds (1) Canadian Dollars (1) Net equity investment, by foreign currency $ 222.5 $ 596.3 $ 214.7 Impact on consolidated equity of a 10% adverse currency fluctuation 22.2 59.6 21.5 ____________________________________________________________________ (1) Converted to U.S. dollars using the foreign exchange rate of Euros per U.S. dollar, British pounds per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of December 31, 2025.
Furthermore, Cboe Clear U.S. requires clearing members to post collateral (full or margined, depending on the product eligible for clearing) or other forms of financial guarantee and their trading activities are subject to pre-trade checks enforced by Cboe Digital Exchange and administered by Cboe Clear U.S.
Furthermore, Cboe Clear U.S. requires clearing members to post full or margined collateral, depending on the product eligible for clearing, and their trading activities are subject to pre-trade checks on CFE. As of December 31, 2025, Cboe Clear U.S. only clears margined products.
Cboe Clear U.S. may not be able to meet its payment obligations in a timely manner in the event of delay in payment or default by a clearing member.
For example, only allowing highly liquid USD denominated assets to be posted as collateral, or other highly liquid USD denominated assets as the clearinghouse may approve. Cboe Clear U.S. may not be able to meet its payment obligations in a timely manner in the event of delay in payment or default by a clearing member.
Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. Any such effects to date have been minimal. Interest Rate Risk We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, financial investments, and indebtedness.
Any such effects to date have been minimal. 84 Table of Contents Interest Rate Risk We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, financial investments, and indebtedness.
The BIDS Trading ATS platform is potentially exposed to counterparty credit risk on equities trades between the trade date and one day after the trade date in the event that BOA fails.
The BIDS Trading ATS platform is potentially exposed to counterparty credit risk on equities trades between the trade date and one day after the trade date in the event that BOA fails. With respect to U.S. government securities transactions, we use ABN and/or Mirae to deliver matched trades to FICC GSD without taking on counterparty risk for those trades.
With respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part of our clearing firms, Morgan Stanley or Wedbush.
With respect to orders Cboe Trading routes to other markets for execution on behalf of our Exchanges, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf: Wedbush, Morgan Stanley, Goldman Sachs, Wolverine, and BOA, as well as failure on the part of such brokers to pass back any transactional rebates.
Removed
Cboe Digital holds amounts of clearing participant collateral including cash and digital assets, which are held primarily to provide security of capital while minimizing credit risk as well as custody, valuation and market risks.
Added
We also have de minimis exposure to other foreign currencies, including the Singapore dollar, Philippine peso, and Hong Kong dollar.
Removed
On June 5, 2023, the CFTC approved an amended order of registration for Cboe Clear U.S. (formerly, Cboe Clear Digital) to clear digital asset futures on a margined basis for futures commission merchants. The new products launched January 11, 2024.
Added
Additionally, for CFE futures products cleared by Cboe Clear U.S., we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty to these transactions.
Removed
Effective August 14, 2023, Cboe Clear Europe enacted changes in its rules, and is able to invest the cash collateral received in the form of interoperability fund deposits from clearing participants in certain investments, typically securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities.
Added
On a regular basis, we review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.
Removed
When investments are made in accordance with the policy, Cboe Clear Europe receives the amount of investment earnings and pays the clearing participants those earnings minus a set basis point cost of collateral.
Removed
Cboe Clear Europe is able to direct the investment of the cash interoperability fund deposits received from the clearing participants within the program parameters and receive an economic benefit from those investments. See Note 14 ("Clearing Operations") for more information.

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