What changed in MarketAxess's 2025 10-K compared to 2024?

Across the narrative sections we track, MarketAxess (MKTX) added 460 paragraphs, removed 443, and edited 353 between the 2024 and 2025 10-K filings. The biggest movers are Item 6. [Reserved] (+329/−302), Item 1A. Risk Factors (+131/−141).

Did MarketAxess add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 131 new/edited paragraphs and 141 removed paragraphs versus the 2024 10-K.

Where does this MKTX 10-K diff come from?

The source filings are MarketAxess's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in MarketAxess's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of MarketAxess'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.

+460 added−443 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-24)

Top changes in MarketAxess's 2025 10-K

460 paragraphs added · 443 removed · 353 edited across 2 sections

Item 6. [Reserved]+329 / −302 · 245 edited
Item 1A. Risk Factors+131 / −141 · 108 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

108 edited+23 added−33 removed184 unchanged

2024 filing

2025 filing

Biggest changeOur systems, networks, infrastructure and other operations, in particular our trading platforms, are vulnerable to impact or interruption from a wide variety of causes, including: • irregular or heavy use of our trading platforms during peak trading times or at times of increased market volatility; • power, internet or telecommunications failures; • hardware failures or software errors; • human error, acts of vandalism or sabotage; • catastrophic events, including those that are occurring with increasing frequency due to climate change such as natural disasters and extreme weather events; • acts of war or terrorism; • malicious cyberattacks or cyber incidents, such as unauthorized access, ransomware, loss or destruction of data, computer viruses or other malicious code; and • the loss or failure of systems over which we have no control, such as loss of support services from critical third-party providers. 30 Failures of, or significant interruptions, delays or disruptions to our systems, networks or infrastructure have in the past, and could in the future, result in: • disruption to our operations, including disruptions in service to our clients; • slower response times; • distribution of untimely or inaccurate market data to clients who rely on this data for their trades; • delays in trade execution; incomplete or inaccurate accounting, recording or processing of trades; • significant expense to repair, replace or remediate systems, networks or infrastructure; • financial losses and liabilities to clients; • loss of clients; or • legal or regulatory claims, proceedings, penalties or fines.

Any failure of, or significant interruption, delay or disruption to, our systems, networks or infrastructure due to a ransomware attack or other cyber-attack could result in: disruption to our operations, including disruptions in service to our clients; slower response times; distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays in trade execution; incomplete or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or remediate systems, networks or infrastructure; financial losses and liabilities to clients; loss of clients; legal or regulatory claims, proceedings, penalties or fines.

Any failure of, or significant interruption, delay or disruption to, our systems, networks or infrastructure due to a ransomware attack or other cyber-attack could result in: disruption to our operations, including disruptions in service to our clients; slower response times; distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays in trade execution; incomplete or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or remediate systems, networks or infrastructure; financial losses and liabilities to clients; loss of clients; and legal or regulatory claims, proceedings, penalties or fines.

Any negative publicity we receive regarding sustainability, low sustainability scores or ratings, or shifts in investing priorities may adversely affect the trading price of our common stock or our business, operations and earnings. Finally, the Company could experience increased operating costs or capital expenditures associated with complying with new disclosure-based or emissions-reduction requirements.

Any negative publicity we receive regarding sustainability, low sustainability scores or ratings, or shifts in investing priorities may adversely affect the trading price of our common stock or our business, operations and earnings. Finally, we could experience increased operating costs or capital expenditures associated with complying with new disclosure-based or emissions-reduction requirements.

Additionally, we have received an independent examination regarding our compliance with SOC 2 Type 1 and Type 2 . I tem 2. Properties. Our corporate headquarters and principal U.S. office is located at 55 Hudson Yards in New York, New York, where we lease approximately 83,000 square feet under a lease expiring in August 2034.

Additionally, we have received an independent examination regarding our compliance with SOC 2 Type 2 . I tem 2. Properties. Our corporate headquarters and principal U.S. office is located at 55 Hudson Yards in New York, New York, where we lease approximately 83,000 square feet under a lease expiring in August 2034.

Our market share of the fixed-income trading markets is also impacted by a variety of other factors, including the amount of new issuances of corporate debt, the level of bond fund inflows or outflows, the percentage of volumes comprised of Rule 144A transactions, the percentage of volumes comprised of larger trades (such as block trades or portfolio trades), the level of credit spreads and credit volatility and whether the prevalent market environment is an “offer wanted” or “bid wanted” environment. 22 There has been increased demand for portfolio trading workflows over the last few years, which has resulted in heightened competition among trading platforms to enhance their portfolio trading offerings and expand them across different geographies and products.

Our market share of the fixed-income trading markets is also impacted by a variety of other factors, including the amount of new issuances of corporate debt, the level of bond fund inflows or outflows, the percentage of volumes comprised of Rule 144A transactions, the percentage of volumes comprised of larger trades (such as block trades or portfolio trades), the level of credit spreads and credit volatility and whether the prevalent market environment is an “offer wanted” or “bid wanted” environment. 21 There has been increased demand for portfolio trading workflows over the last few years, which has resulted in heightened competition among trading platforms to enhance their portfolio trading offerings and expand them across different geographies and products.

These limitations could have a material adverse effect on our business, financial condition and results of operations. 37 Our credit agreement contains restrictive and financial covenants that could limit our operating flexibility, and we may incur additional debt in the future that may include similar or additional restrictions.

These limitations could have a material adverse effect on our business, financial condition and results of operations. Our credit agreement contains restrictive and financial covenants that could limit our operating flexibility, and we may incur additional debt in the future that may include similar or additional restrictions.

Data Protection regime and the California Consumer Privacy Act (the “CCPA”). 39 • Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Education and Awareness: The Company provides regular, mandatory training for personnel regarding cybersecurity threats in order to equip the Company’s personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.

Data Protection regime and the California Consumer Privacy Act (the “CCPA”). 38 • Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Education and Awareness: The Company provides regular, mandatory training for personnel regarding cybersecurity threats in order to equip the Company’s personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.

Our revenues and profitability are likely to decline significantly during periods of stagnant economic conditions, low volatility or low trading volume in the U.S. and global financial markets. Decreases in trading volumes in the fixed-income markets generally or on our platforms would harm our business and profitability.

Our revenues and profitability are likely to decline significantly during periods of stagnant economic conditions, low volatility or low trading volumes in the U.S. and global financial markets. Decreases in trading volumes in the fixed-income markets generally or on our platforms would harm our business and profitability.

Liquidity and Funding Risks • We cannot predict our future capital needs or our ability to obtain additional financing if we need it. • Our credit agreement contains restrictive and financial covenants that could limit our operating flexibility, and we may incur additional debt in the future that may include similar or additional restrictions. • We maintain our cash at financial institutions, often in balances that exceed federally insured limits. 21 Risks Relating to Market and Industry Dynamics and Competition Global economic, political and market factors beyond our control could reduce demand for our services, and our profitability and business could suffer.

Liquidity and Funding Risks • We cannot predict our future capital needs or our ability to obtain additional financing if we need it. • Our credit agreement contains restrictive and financial covenants that could limit our operating flexibility, and we may incur additional debt in the future that may include similar or additional restrictions. • We maintain our cash at financial institutions, often in balances that exceed federally insured limits. 20 Risks Relating to Market and Industry Dynamics and Competition Global economic, political and market factors beyond our control could reduce demand for our services, and our profitability and business could suffer.

These risks include: • difficulty in obtaining the necessary regulatory approvals for planned expansion, if at all, and the possibility that any approvals that are obtained may impose restrictions on the operation of our business; • the inability to manage and coordinate the various regulatory requirements of multiple jurisdictions that are constantly evolving and subject to unexpected change; • difficulties in staffing and managing foreign operations, including, as a result of Brexit, our access to, and our ability to compete for and hire, skilled employees in both the U.K. and the E.U.; • less developed technological infrastructures and generally higher costs, which could result in lower client acceptance of our services or clients having difficulty accessing our trading platforms; • fluctuations in exchange rates; • reduced or no protection for intellectual property rights; • seasonal reductions in business activity; and • potentially adverse tax consequences.

These risks include: • difficulty in obtaining the necessary regulatory approvals for planned expansion, if at all, and the possibility that any approvals that are obtained may impose restrictions on the operation of our business; • the inability to manage and coordinate the various regulatory requirements of multiple jurisdictions that are constantly evolving and subject to unexpected change; • difficulties in staffing and managing foreign operations, including our access to and our ability to compete for and hire, skilled employees in both the U.K. and the E.U.; • less developed technological infrastructures and generally higher costs, which could result in lower client acceptance of our services or clients having difficulty accessing our trading platforms; • fluctuations in exchange rates; • reduced or no protection for intellectual property rights; • seasonal reductions in business activity; and • potentially adverse tax consequences.

There have been significant declines in trading volumes in the financial markets generally in the past and there may be similar declines in trading volumes generally or across our platforms in particular in the future. Any one or more of the above factors may contribute to reduced trading volumes.

There have been significant declines in trading volumes in the financial markets generally in the past and there may be similar declines in trading volumes generally or across our platforms in the future. Any one or more of the above factors may contribute to reduced trading volumes.

As one of the critical elements of the Company’s overall ERRF approach, the Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed below in more detail under the heading “The Board’s Oversight of Cybersecurity Risk,” the Board’s oversight of cybersecurity risk management is supported by the Risk Committee of the Board (the “Risk Committee”), which regularly interacts with the Company’s CRO, CIO, CISO and other members of management. • Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identification, protection, detection, response and recovery from cybersecurity threats and incidents, while also implementing controls and procedures that are designed to provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Technical Safeguards: The Company deploys layered technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: The Company has established and maintains its Information Security Incident Management Policy that addresses the Company’s response to a cybersecurity incident, and such policy is tested and evaluated on a regular basis.

As one of the critical elements of the Company’s overall ERRF approach, the Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed below in more detail under the heading “The Board’s Oversight of Cybersecurity Risk,” the Board’s oversight of cybersecurity risk management is supported by the Risk Committee of the Board (the “Risk Committee”), which regularly interacts with the Company’s Chief Operating Officer, CRO, CISO and other members of management. • Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identification, protection, detection, response and recovery from cybersecurity threats and incidents, while also implementing controls and procedures that are designed to provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Technical Safeguards: The Company deploys layered technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: The Company has established and maintains its Information Security Incident Management Policy that addresses the Company’s response to a cybersecurity incident, and such policy is tested and evaluated on a regular basis.

These competing trading platforms may offer some features that we do not currently offer. Accordingly, there can be no assurance that such broker-dealers’ primary commitments will not be to one of our competitors. 25 Higher capital requirements on trading activity by bank-affiliated broker-dealers may reduce their incentives to engage in certain market making activities and may impair market liquidity.

These competing trading platforms may offer some features that we do not currently offer. Accordingly, there can be no assurance that such broker-dealers’ primary commitments will not be to one of our competitors. 24 Higher capital requirements on trading activity by bank-affiliated broker-dealers may reduce their incentives to engage in certain market making activities and may impair market liquidity.

We use AI technologies in our business, including in certain of our product offerings, and we are making investments in expanding AI capabilities in our products and tools. AI technologies are complex, and generative AI technologies, in particular, are rapidly evolving.

We use AI technologies in our business, including in certain of our product offerings, and we are making investments in expanding AI capabilities in our products and tools. AI technologies are complex, and generative and agentic AI technologies, in particular, are rapidly evolving.

If new industry standards and practices emerge and our competitors release new technology before us, our existing technology, systems and electronic trading platforms may become obsolete or our existing business may be harmed.

We also collectively lease approximately 59,000 square feet for our other office locations in jurisdictions including the U.S., United Kingdom, Brazil, the Netherlands, Hong Kong and Singapore. I tem 3. Legal Proceedings. In the normal course of business, we and our subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations.

We also collectively lease approximately 50,000 square feet for our other office locations in jurisdictions including the U.S., United Kingdom, Brazil, the Netherlands, Hong Kong and Singapore. I tem 3. Legal Proceedings. In the normal course of business, we and our subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations.

The loss of a major institutional investor client or any reduction in the use of our electronic trading platforms by such clients could have a material adverse effect on our business, financial condition and results of operations. Credit and Operational Risks We are exposed to risks in connection with certain transactions in which we act as a matched principal intermediary.

The loss of a major institutional investor client or any reduction in the use of our electronic trading platforms by such clients could have a material adverse effect on our business, financial condition and results of operations. We are exposed to risks in connection with certain transactions in which we act as a matched principal intermediary.

Our data, post-trade and automated and algorithmic trading solutions businesses compete against market data and information vendors, other approved regulatory reporting businesses and commercial algorithm providers, respectively. 23 Many of our current and potential competitors are more established and substantially larger than we are and have substantially greater market presence, as well as greater financial, technical, marketing and other resources.

Our data, post-trade and automated and algorithmic trading solutions businesses compete against market data and information vendors, other approved regulatory reporting businesses and commercial algorithm providers, respectively. 22 Many of our current and potential competitors are more established and substantially larger than we are and have substantially greater market presence, as well as greater financial, technical, marketing and other resources.

We regularly maintain cash balances with other financial institutions in excess of the FDIC insurance limit. A failure of any of the depository institutions that hold our deposits could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance. 38 I tem 1B. Unresolved Staff Comments. None. I tem 1C.

We regularly maintain cash balances with other financial institutions in excess of the FDIC insurance limit. A failure of any of the depository institutions that hold our deposits could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance. 37 I tem 1B. Unresolved Staff Comments. None. I tem 1C.

To the extent that our clients increase their use of portfolio trading and matching session protocols offered by other platforms, our market share in those products could decrease. Due to the large size of the trades and the concentration of activity at the end of the month, portfolio trading can drive significant swings in trading volumes and estimated market share.

To the extent that our clients increase their use of portfolio trading and matching session protocols offered by other platforms, our market share could decrease. Due to the large size of the trades and the concentration of activity at the end of the month, portfolio trading can drive significant swings in trading volumes and estimated market share.

Some of our broker-dealer clients have developed electronic trading networks that compete with us or have announced their intention to explore the development of such electronic trading networks, and many of our broker-dealer and institutional investor clients are involved in other ventures, including other electronic trading platforms or other distribution channels, as trading participants and/or as investors.

Some of our broker-dealer clients have developed electronic trading networks that compete with us or have announced their intention to explore the development of such electronic trading networks, and many of our broker-dealer clients are involved in other ventures, including other electronic trading platforms or other distribution channels, as trading participants and/or as investors.

The obligations of our institutional investor clients to us under our standard contractual agreements are minimal, non-exclusive and terminable by such clients. Our institutional investor clients also buy and sell fixed-income securities through traditional methods, including by telephone, e-mail and instant messaging, and through other electronic trading platforms.

The obligations of our institutional investor clients to us under our standard contractual agreements are minimal, non-exclusive and terminable by such clients. Our institutional investor clients also buy and sell fixed-income securities through traditional methods, including by telephone and instant messaging, and through other electronic trading platforms.

If our risk management procedures fail, our business, financial condition and results of operations may be adversely affected. Furthermore, our insurance policies are unlikely to provide coverage for such risks. 26 Self-clearing exposes us to significant operational, liquidity, financing and regulatory risks.

If our risk management procedures fail, our business, financial condition and results of operations may be adversely affected. Furthermore, our insurance policies are unlikely to provide coverage for such risks. 25 Self-clearing exposes us to significant operational, liquidity, financing and regulatory risks.

The Company and other firms in the financial services industry have experienced increased scrutiny in recent years, and penalties, fines and other sanctions sought by regulatory authorities, including the SEC, FINRA, state securities commissions and state attorney generals in the U.S., and the FCA, ESMA and other international regulators, have increased accordingly.

We and other firms in the financial services industry have experienced increased scrutiny in recent years, and penalties, fines and other sanctions sought by regulatory authorities, including the SEC, FINRA, state securities commissions and state attorney generals in the U.S., and the FCA, ESMA and other international regulators, have increased accordingly.

Holders There were 12 holders of record of our common stock as of February 20, 2025. Recent Sales of Unregistered Securities None. Securities Authorized for Issuance Under Equity Compensation Plans Please see the section entitled “Equity Compensation Plan Information” in Item 12.

Holders There were 12 holders of record of our common stock as of February 20, 2026. Recent Sales of Unregistered Securities None. Securities Authorized for Issuance Under Equity Compensation Plans Please see the section entitled “Equity Compensation Plan Information” in Item 12.

Consequently, past trends in commissions are not necessarily indicative of future commissions. 24 As we enter new markets, we may not be able to successfully attract clients and adapt our technology and marketing strategy for use in those markets.

Consequently, past trends in commissions are not necessarily indicative of future commissions. 23 As we enter new markets, we may not be able to successfully attract clients and adapt our technology and marketing strategy for use in those markets.

Technology, IT Systems and Cybersecurity Risks • Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our broker-dealer and institutional investor clients. • Issues related to the development and use of AI may result in reputational harm, liability, or other adverse consequences to our business operations. • We depend on third-party suppliers for key products and services. • Our success depends on maintaining the integrity and capacity of our electronic trading platforms, systems and infrastructure. • System failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our trading platforms could materially harm our business and reputation. • If we experience design defects, errors, failures or delays with our platforms, products or services, including our automated and algorithmic trading solutions and pricing algorithms, our business could suffer serious harm. • Malicious cyber-attacks, attempted cybersecurity breaches, and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our businesses, result in the disclosure of confidential information, cause system unavailability damage our reputation and cause losses or regulatory penalties. • Our actual or perceived failure to comply with privacy and data protection laws, regulations, and obligations could harm our business. 20 Intellectual Property Risks • We may not be able to protect our intellectual property rights or technology effectively, which would allow competitors to duplicate or replicate our electronic trading platforms or any of our other current or future functionalities, products or services.

Technology, Cybersecurity and Intellectual Property Risks • Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our broker-dealer and institutional investor clients. • Issues related to the development and use of AI may result in reputational harm, liability, or other adverse consequences to our business operations. • Our success depends on maintaining the integrity and capacity of our electronic trading platforms, systems and infrastructure. • System failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our trading platforms could materially harm our business and reputation. • If we experience design defects, errors, failures or delays with our platforms, products or services, including our automated and algorithmic trading solutions and pricing algorithms, our business could suffer serious harm. • Malicious cyber-attacks, attempted cybersecurity breaches, and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our businesses, result in the disclosure of confidential information, cause system unavailability damage our reputation and cause losses or regulatory penalties. 19 • Our actual or perceived failure to comply with privacy and data protection laws, regulations, and obligations could harm our business. • We may not be able to protect our intellectual property rights or technology effectively, which would allow competitors to duplicate or replicate our electronic trading platforms or any of our other current or future functionalities, products or services.

If we are unable to adapt our business effectively to keep pace with industry changes, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition and results of operations. • We face substantial competition that could reduce our market share and harm our financial performance.

If we are unable to adapt our business effectively to keep pace with industry changes, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition and results of operations. • We face substantial competition that could reduce trading on our platforms or our market share and harm our financial performance.

The figures in this graph assume an initial investment of $100 in our common stock and in each index on December 31, 2019, and that all dividends were reinvested. The returns illustrated below are based on historical results during the period indicated and should not be considered indicative of future stockholder returns. 43

The figures in this graph assume an initial investment of $100 in our common stock and in each index on December 31, 2020, and that all dividends were reinvested. The returns illustrated below are based on historical results during the period indicated and should not be considered indicative of future stockholder returns.

Much of our international operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the FCA in the U.K., the AFM in the Netherlands, ESMA in the E.U., the Monetary Authority of Singapore, the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada, and the Securities and Exchange Commission and Central Bank in Brazil.

Much of our international operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the FCA in the U.K., the AFM in the Netherlands, ESMA in the E.U., the MAS in Singapore, the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada, and the Securities and Exchange Commission and Central Bank in Brazil.

Our reputation could be adversely impacted by our sustainability practices and sustainability disclosures or investor perceptions thereof, including if we fail to establish measurable environmental goals or subsequently fail to meet any such goals or if the Company is perceived to have not responded appropriately to the growing concern for sustainability or climate issues.

Our reputation could be adversely impacted by our sustainability practices and sustainability disclosures or investor perceptions thereof, including if we fail to establish measurable environmental goals or subsequently fail to meet any such goals or if we are perceived to have not responded appropriately to the growing concern for sustainability or climate issues.

If, because of industry consolidation, our competitors are able to offer lower cost and/or a wider range of trading venues and solutions, obtain more favorable terms from third-party providers or otherwise take actions that could increase their market share, our competitive position and therefore our business, financial condition and results of operations may be materially adversely affected.

If, because of industry consolidation, our competitors are able to offer lower cost and/or a wider range of trading venues and solutions, obtain more favorable terms from third-party providers or otherwise take actions that could attract trading volume away from our platforms or increase their market share, our competitive position and therefore our business, financial condition and results of operations may be materially adversely affected.

Our future success will depend on our ability to: • enhance and innovate our existing products and services; • develop and/or license new products and technologies that address the increasingly sophisticated and varied needs of our broker-dealer and institutional investor clients and prospective clients; • continue to attract and retain highly-skilled technology personnel; and • respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

Our future success will depend on our ability to: • enhance and innovate our existing products and services; • develop and/or license new products and technologies that address the increasingly sophisticated and varied needs of our clients and prospective clients; • continue to attract and retain highly-skilled technology personnel; and • respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

Our broker-dealer clients buy and sell fixed-income securities through traditional methods, including by telephone, e-mail and instant messaging, and through other electronic trading platforms.

Our broker-dealer clients buy and sell fixed-income securities through traditional methods, including by telephone and instant messaging, and through other electronic trading platforms.

The Company’s CRO holds an undergraduate degree and has over 30 years of experience managing risks, including risks arising from cybersecurity threats . 40 The Company is ISO/IEC 27001:2013 certified, which is a global standard that specifies the requirements for establishing, implementing, maintaining, and continually improving information security management systems.

The Company’s CRO holds an undergraduate degree and has over 30 years of experience managing risks, including risks arising from cybersecurity threats . 39 The Company is ISO/IEC 27001:2012 certified, which is a global standard that specifies the requirements for establishing, implementing, maintaining, and continually improving information security management systems.

Our growth may also be dependent on our ability to diversify our revenue base. We currently derive approximately 40.0% of our revenues from secondary trading in U.S. high-grade corporate bonds. Our long-term business strategy includes expanding our service offerings and increasing our revenues from other fixed-income products and other sources.

Our growth may also be dependent on our ability to diversify our revenue base. We currently derive approximately 37.8% of our revenues from secondary trading in U.S. high-grade corporate bonds. Our long-term business strategy includes expanding our service offerings and increasing our revenues from other fixed-income products and other sources.

We also face the risk of operational disruption, failure or capacity constraints of any of the third-party service providers that facilitate our business activities, including clients, clearing agents and trading system software, network or data providers. Such parties could also be the source of a cyber-attack on or breach of our operational systems, data or infrastructure.

We also face these risks of operational disruption, failure or capacity constraints of any of the third-party service providers that facilitate our business activities, including clients, clearing and settlement agents and trading system software, network or data providers. Such parties could also be the source of a cyber-attack on or breach of our operational systems, data or infrastructure.

If we are unsuccessful in addressing these risks or in executing our business strategy, our business, financial condition and results of operations may suffer. We face substantial competition that could reduce our market share and harm our financial performance.

If we are unsuccessful in addressing these risks or in executing our business strategy, our business, financial condition and results of operations may suffer. We face substantial competition that could reduce trading on our platforms or our market share and harm our financial performance.

In particular, we depend on third-party vendors for our bond reference databases, the clearing and settlement of certain of our Open Trading transactions and to provide the technology underpinning key portions of our MarketAxess Rates platform.

In particular, we depend on third-party vendors for our bond reference databases, the clearing and settlement of certain of our Open Trading transactions, to host our cloud infrastructure and to provide the technology underpinning key portions of our MarketAxess Rates platform.

See “Regulatory and Legal Risks – Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and increase our cost of doing business.” If we are unable to make alternative arrangements for the supply of critical products or services in the event of a malfunction of a product or an interruption in or the cessation of service by an existing service provider, our business, financial condition and results of operations could be materially adversely affected.

See “Regulatory and Legal Risks – Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and increase our cost of doing business.” If we are unable to make alternative arrangements for the supply of critical products or services in the event of a malfunction of a product or an interruption in or the cessation of service by an existing service provider, including as a result of a cybersecurity incident or other outage at a service provider, our business, financial condition and results of operations could be materially adversely affected.

Shares repurchased under the Repurchase Programs will be held in treasury for future use. 42 STOCK PERFORMANCE GRAPH The following graph shows a comparison of the cumulative total return for (i) our common stock; (ii) the S&P 500 Index; and (iii) the Dow Jones U.S. Financials Index, in each case for the past five years.

Shares repurchased under the Repurchase Programs will be held in treasury for future use. 41 STOCK PERFORMANCE GRAPH The following graph shows a comparison of the cumulative total return for (i) our common stock; (ii) the S&P 500 Index; (iii) the S&P SmallCap 600 and (iv) the Dow Jones U.S. Financials Index, in each case for the past five years.

For example, during recent periods, a significant rise in corporate bond yields contributed to a decrease in the duration of the bonds traded on our platforms, which had a negative effect on our average credit variable transaction fee per million.

For example, during recent periods, a significant rise in corporate bond yields contributed to a decrease in the duration of the U.S. high grade bonds traded on our platforms, which had a negative effect on our average credit variable transaction fee per million.

In addition, under certain of our fee plans, our fees are designated in basis points in yield (and, as a result, are subject to fluctuation depending on the duration of the bond traded) or our fees vary based on trade size or maturity.

In addition, under certain of our U.S. high grade fee plans, our fees are designated in basis points in yield (and, as a result, are subject to fluctuation depending on the duration of the bond traded) or our fees vary based on trade size or maturity.

Technology, IT Systems and Cybersecurity Risks Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our broker-dealer and institutional investor clients. We must continue to enhance and improve our electronic trading platforms.

Technology, Cybersecurity and Intellectual Property Risks Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our broker-dealer and institutional investor clients. We must continue to enhance and improve our electronic trading platforms.

Through ongoing communications with these teams, the CISO and the Information Security Steering Committee monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Risk Committee and/or the full Board when appropriate .

Through ongoing communications with these teams, the CISO and the management risk committee monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Risk Committee and/or the full Board when appropriate.

For example, Bloomberg, Refinitiv and Intercontinental Exchange own trading platforms that compete with ours and also have a data and analytics relationships with the vast majority of institutional, wholesale and retail market participants.

For example, Bloomberg, the London Stock Exchange and Intercontinental Exchange own trading platforms that compete with ours and also have data and analytics relationships with the vast majority of institutional, wholesale and retail market participants.

Similarly, although some contracts with our third-party providers as well as relevant law require adequate disaster recovery or business continuity capabilities, we cannot be certain that these will be adequate or implemented properly.

Similarly, although some contracts with our third-party providers require adequate disaster recovery or business continuity capabilities, we cannot be certain that these will be adequate or implemented properly.

Disruptions in the services provided by those third-parties to us, including as a result of their inability (due to cybersecurity incidents or otherwise) or unwillingness to continue to license products or provide technology services that are critical to the success of our business, could have a material adverse effect on our business, financial condition and results of operations.

Certain third-party services may have limited alternative providers readily available, and disruptions in the services provided by those third-parties to us, including as a result of their inability (due to cybersecurity incidents or otherwise) or unwillingness to continue to license products or provide technology services that are critical to the success of our business, could have a material adverse effect on our business, financial condition and results of operations.

The industry in which we operate is rapidly evolving. If we are unable to adapt our business effectively to keep pace with industry changes, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition and results of operations.

We anticipate that our average fees per million may continue to vary in the future due to changes in yield, years-to-maturity and nominal size of bonds traded on our platforms.

We anticipate that our average credit variable transaction fee per million may continue to vary in the future due to changes in yield, years-to-maturity and nominal size of bonds traded on our platforms.

This could adversely affect our ability to compete. Intellectual property is critical to our success and ability to compete, and if we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology.

Intellectual property is critical to our success and ability to compete, and if we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology.

Regulatory and Legal Risks • We operate in a highly regulated industry and we may face restrictions with respect to the way we conduct certain of our operations. • Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and increase our cost of doing business. • The growing divergence of the U.K. and E.U. legal and regulatory requirements following Brexit could materially adversely impact our business, clients, financial condition, results of operations and prospects. • The extensive regulation of our business means we have ongoing exposure to potentially significant costs and penalties. • We are subject to the risks of litigation and securities laws liability. • If our tax filing positions were to be challenged by federal, state and local, or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions.

Regulatory and Legal Risks • We operate in a highly regulated industry and we may face restrictions with respect to the way we conduct certain of our operations. • Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and increase our cost of doing business. • The extensive regulation of our business means we have ongoing exposure to potentially significant costs and penalties. • We are subject to the risks of litigation and securities laws liability. • If our tax filing positions were to be challenged by federal, state and local, or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions.

For example, with the acquisition of Pragma in 2023, we began providing algorithmic trading and quantitative execution solutions in the equities and foreign exchange markets, and in 2024, we agreed to acquire a majority stake in RFQ-hub, a platform specializing in ETFs and derivatives.

For example, with the acquisition of Pragma in 2023, we began providing algorithmic trading and quantitative execution solutions in the equities and foreign exchange markets, and in 2025, we completed our acquisition of a majority stake in RFQ-hub, a platform specializing in ETFs and derivatives.

This team is responsible for aligning our practices with the requirements of local regulations and the voluntary standards to which we strive to adhere, such as ISO/IEC 27001 and the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. The CISO reports directly to our Chief Information Officer (the “CIO”) and CRO.

Risks Related to our Customer Concentration We are dependent on our broker-dealer clients, who are not restricted from using their own proprietary or third-party platforms to transact with our institutional investor clients.

Risks Related to our Operation and Performance of our Business We are dependent on our broker-dealer clients, who are not restricted from using their own proprietary or third-party platforms to transact with our institutional investor clients.

The repurchases included 63,873 shares repurchased in connection with our Repurchase Programs (as defined below) and 3,354 shares of common stock that were surrendered to us to satisfy withholding tax obligations upon the exercise of stock options and vesting of restricted shares and restricted stock units.

The repurchases included 1,386,001 shares repurchased in connection with our Repurchase Programs (as defined below) and 2,396 shares of common stock that were surrendered to us to satisfy withholding tax obligations upon the exercise of stock options and vesting of restricted shares and restricted stock units.

If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts, if any, or we may be required to reduce the carrying amount of our net deferred tax asset, either of which result could be significant to our financial condition or results of operations. 36 Climate and Sustainability Risks Risks related to climate change or other sustainability risks could adversely affect our operations or reputation.

Sanctions imposed by the United States or other countries in response to conflicts or other geopolitical events could adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability.

Economic sanctions levied against states or individuals could expose us to significant operational and regulatory risks. Sanctions imposed by the United States or other countries in response to conflicts or other geopolitical events could adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability.

The risk of climate change or other environmental matters could adversely affect our business. The physical risks of climate change include chronic risks such as rising and changing mean global temperatures, rising sea levels and increased precipitation, as well as acute risks such an increase in the frequency and severity of extreme heat, floods, wildfires, dry days and hurricanes.

The physical risks of climate change include chronic risks such as rising and changing mean global temperatures, rising sea levels and increased precipitation, as well as acute risks such an increase in the frequency and severity of extreme heat, floods, wildfires, dry days and hurricanes.

Certain of our regulated subsidiaries, including our registered broker-dealers and MTFs, are subject to U.S. or foreign regulations which prohibit repayment of borrowings from us or our affiliates, paying cash dividends, making loans to us or our affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources, without prior notification to or approval from such subsidiary’s principal regulator. 34 Our ability to operate our platforms in a jurisdiction may be dependent on continued registration or authorization in that jurisdiction or the maintenance of a proper exemption from such registration or authorization.

Not applicable. 41 PART II I tem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock trades on the NASDAQ Global Select Market under the symbol “MKTX”. On February 20, 2025, the last reported closing price of our common stock on the NASDAQ Global Select Market was $189.81.

Not applicable. 40 PAR T II I tem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock trades on the NASDAQ Global Select Market under the symbol “MKTX”. On February 20, 2026, the last reported closing price of our common stock on the NASDAQ Global Select Market was $181.23.

We depend on third-party suppliers for key products and services. We rely on several third parties to supply elements of our trading, information and other systems, as well as computers and other equipment, and related support and maintenance.

We rely on several third parties to supply elements of our trading, information and other systems, as well as computers and other equipment, and related support and maintenance.

As of December 31, 2024, we had $225.0 million of remaining capacity under the Repurchase Programs. As of January 31, 2025, we had $220.0 million of remaining capacity under the Repurchase Programs.

As of December 31, 2025, we had $205.0 million of remaining capacity under the Repurchase Programs.

Any of our primary locations or those of third parties on which we rely may be vulnerable to the adverse physical effects of climate change, which could result in risk of loss incurred as a result of physical damage, power outages or business interruption caused by such events. 28 In addition, certain governments, investors, employees, customers, and the public are focused on sustainability practices and disclosures.

These covenants may restrict or prohibit, among other things, our ability to: • incur or guarantee additional debt; • create or incur liens; • change our line of business; • sell or transfer assets; • make certain investments or acquisitions; • pay dividends or distributions, redeem or repurchase our equity or make certain other restricted payments; • consummate a merger or consolidation; • enter into certain swap, derivative or similar transactions; • enter into certain transactions with affiliates; and • incur restrictions on our ability to grant liens or, in the case of subsidiaries, pay dividends or other distributions.

The CIO is responsible for designing and executing the Company’s technology strategy, which includes overseeing the Company’s cybersecurity strategy. The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERRF and are based on recognized frameworks established by NIST, the International Organization for Standardization (“ISO”) and other applicable industry standards.

The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERRF and are based on recognized frameworks established by NIST, the International Organization for Standardization (“ISO”) and other applicable industry standards.

We expect the cost and complexity of complying with diverging E.U. and U.K. financial regulations will continue to increase following the implementation of the amendments to the FSMA in the U.K., the MiFIR Review and DORA see Part I, Item 1. “Business—Government Regulation—Non-U.S.

A decline in overall market volumes, trading volumes on our platforms, our platforms’ market share for any reason or the increased usage of portfolio trading in lieu of other trading protocols on our platforms would negatively affect our commission revenue and may have a material adverse effect on our business, financial condition and results of operations.

A decline in overall market volumes, trading volumes on our platforms or our platforms’ market share for any reason would negatively affect our commission revenue and may have a material adverse effect on our business, financial condition and results of operations. The industry in which we operate is rapidly evolving.

Management’s Involvement in Cybersecurity Risk Oversight The CISO, in coordination with the Information Security Steering Committee, which includes our CEO, CIO, CRO and General Counsel & Corporate Secretary (the “GC”), works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.

Management’s Involvement in Cybersecurity Risk Oversight The CISO, in coordination with the Company’s management risk committee, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.

A breach of any of these covenants or the inability to comply with the required financial covenants could result in an event of default under the credit agreement.

We may not be able to meet these requirements or satisfy these covenants in the future. A breach of any of these covenants or the inability to comply with the required financial covenants could result in an event of default under the credit agreement.

Entering into strategic alliances, partnerships and joint ventures entails risks, including: (i) difficulties in developing or expanding the business of newly formed alliances, partnerships and joint ventures; (ii) exercising influence over the activities of joint ventures in which we do not have a controlling interest; (iii) potential conflicts with or among our partners; (iv) the possibility that our partners could take action without our approval or prevent us from taking action; and (v) the possibility that our partners become bankrupt or otherwise lack the financial resources to meet their obligations. 33 Risks Related to Key Personnel and Employees We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner.

Entering into strategic alliances, partnerships and joint ventures entails risks, including: • difficulties in developing or expanding the business of newly formed alliances, partnerships and joint ventures; • exercising influence over the activities of joint ventures in which we do not have a controlling interest; • potential conflicts with or among our partners; • the possibility that our partners could take action without our approval or prevent us from taking action; and • the possibility that our partners become bankrupt or otherwise lack the financial resources to meet their obligations.

In January 2022, our Board authorized a share repurchase program for up to $150.0 million (the “2022 Repurchase Program”). In August 2024, our Board authorized a share repurchase program for up to an additional $200.0 million (the “2024 Repurchase Program” and, together with the 2022 Repurchase Program, the “Repurchase Programs”). The Repurchase Programs do not have an expiration date.

To be successful, we must provide reliable, secure, real-time access to our electronic trading platforms for our clients. If our trading platforms cannot cope, or expand to cope, with demand, or otherwise fail to perform, we could experience disruptions in service, slow delivery times and insufficient capacity.

If our trading platforms cannot cope, or expand to cope, with demand, or otherwise fail to perform, we could experience disruptions in service, slow delivery times and insufficient capacity.

Climate and Sustainability Risks • Risks related to climate change or other sustainability risks could adversely affect our operations or reputation.

Risks related to climate change or other sustainability risks could adversely affect our operations or reputation. The risk of climate change or other environmental matters could adversely affect our business.

The introduction of AI technologies, including generative AI, into new or existing products or our internal business processes may result in new or enhanced governmental or regulatory scrutiny, confidentiality or security risks, privacy concerns, ethical challenges, or other complications that could adversely affect our business, reputation, or financial results. 27 In addition, the intellectual property ownership and license rights surrounding AI technologies are currently not fully addressed by courts or regulators.

The introduction of AI technologies, including generative and agentic AI, into new or existing products or our internal business processes may result in new or enhanced governmental or regulatory scrutiny, additional compliance costs, confidentiality or security risks, privacy concerns, ethical challenges, or other complications that could adversely affect our business, reputation, or financial results.

Despite the defensive measures we have taken, we experience cybersecurity threats and incidents from time to time. However, as of the date of this report, MarketAxess has not experienced a cybersecurity threat or incident that has materially affected the Company in at least the last three years.

However, as of the date of this report, MarketAxess has not experienced a cybersecurity threat or incident that has materially affected the Company in at least the last three years.

As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited in circumstances in which such a transaction would give rise to a change in control as defined by the applicable regulatory body. 34 Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and increase our cost of doing business.

We are also subject to certain U.S. federal, state and foreign laws governing the protection of personal privacy and data in those jurisdictions. These laws and regulations are increasing in complexity and number. In addition, many jurisdictions have enacted or are considering laws requiring companies to notify individuals and/or regulators of data security breaches involving their personal data.

Further, regulators are increasingly looking to regulate use of advanced data processing technologies such as AI or machine learning, which may impact our operations as well as our products that incorporate such technologies. The SEC adopted final rules regarding the central clearing of certain secondary market transactions involving U.S.

Additionally, unintended consequences of such new laws, rules and regulations may adversely affect our industry, our clients and us in ways yet to be determined. Any such legal and regulatory changes could affect us in substantial and unpredictable ways, and could have a material adverse effect on our business, financial condition and results of operations.

Any such legal and regulatory changes could affect us in substantial and unpredictable ways, and could have a material adverse effect on our business, financial condition and results of operations.

… 84 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

245 edited+84 added−57 removed152 unchanged

2024 filing

2025 filing

Biggest changeWe believe that these non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, provide additional information regarding our operating results because they assist both investors and management in analyzing and evaluating the performance of our business. 55 The table set forth below presents a reconciliation of our total expenses to total expenses, excluding notable items, other income (expense) to other income (expense) excluding notable items, net income to net income, excluding notable items, diluted EPS to diluted EPS, excluding notable items, and the effective tax rate to effective tax rate, excluding notable items for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 ($ in thousands) Total Expenses, GAAP-basis $ 504,430 $ 476,227 Exclude: Notable items Repositioning charges 1 (5,054 ) — Total Expenses, excluding notable items $ 499,376 $ 476,227 Other income (expense), GAAP-basis $ 25,157 $ 19,676 Exclude: Notable items Acquisition-related charge/(credit) 2 557 — Other income (expense), excluding notable items $ 25,714 $ 19,676 Net income, GAAP-basis $ 246,912 $ 274,181 Exclude: Notable items Repositioning charges 1 5,054 — Acquisition-related charge/(credit) 2 557 — Income tax impact from notable items (1,471 ) — Reserve for uncertain tax positions related to prior periods 23,631 — Net income, excluding notable items $ 274,683 $ 274,181 Diluted EPS, GAAP-basis $ 6.64 $ 7.28 Notable items as reconciled above 0.75 — Diluted EPS, excluding notable items $ 7.39 $ 7.28 Effective tax rate, GAAP-basis 32.7 % 24.0 % Notable items as reconciled above (6.4 ) — Effective tax rate, excluding notable items 26.3 % 24.0 % 1 Repositioning charges consist of severance included in employee compensation and benefits 2 Consists of loss on remeasurement of previous equity interest in RFQ-hub to fair value 56 The table set forth below presents a reconciliation of our net income to EBITDA and net income margin to EBITDA margin, as defined, for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 ($ in thousands) Net income $ 246,912 $ 274,181 Interest income (24,397 ) (26,046 ) Interest expense 1,487 1,601 Provision for income taxes 120,083 86,365 Depreciation and amortization 76,699 73,824 EBITDA $ 420,784 $ 409,925 Net income margin 29.2 % 33.6 % Interest income (2.9 ) (3.2 ) Interest expense 0.2 0.2 Provision for income taxes 14.1 10.6 Depreciation and amortization 9.1 9.0 EBITDA margin 49.7 % 50.2 % The table set forth below presents a reconciliation of our net cash provided by operating activities to free cash flow, as defined, for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 ($ in thousands) Net cash provided by operating activities $ 382,139 $ 385,237 Exclude: Net change in trading investments (206 ) 629 Exclude: Net change in fail-to-deliver/receive from broker-dealers, clearing organizations and customers 22,965 (1,118 ) Less: Purchases of furniture, equipment and leasehold improvements (8,204 ) (9,942 ) Less: Capitalization of software development costs (49,810 ) (46,623 ) Free Cash Flow $ 346,884 $ 328,183 57 I tem 7A.

Our operating subsidiaries settle such transactions using their self-clearing operations or through the use of third-party clearing brokers or settlement agents. Settlement typically occurs within one to two trading days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MarketAxess Holdings Inc.

Marketing and advertising expense consists primarily of branding and other advertising expenses we incur to promote our products and services. This expense also includes costs associated with attending or exhibiting at industry-sponsored seminars, conferences and conventions, and travel and entertainment expenses incurred by our sales force to promote our trading platforms, information services and post-trade services. Clearing Costs.

Information Services We generate revenue from data licensed to our broker-dealer clients, institutional investor clients and data-only subscribers; professional and consulting services; technology software licenses; and maintenance and support services. These revenues are either for subscription-based services transferred over time, and may be net of volume-based discounts, or one-time services.

We generate revenue from data licensed to our broker-dealer clients, institutional investor clients and data-only subscribers; professional and consulting services; technology software licenses; and maintenance and support services. These revenues are either for subscription-based services transferred over time, and may be net of volume-based discounts, or one-time services.

Each PSU is earned or forfeited based on our level of achievement of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit. The vested share payout ranges from zero to 200% of the PSU target.

Each of our U.S. and foreign regulated subsidiaries are subject to local regulations which generally limit, or require the prior notification to or approval from such regulated entity’s principal regulator before, the repayment of borrowings from our affiliates, paying cash dividends, making loans to our affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources. 56 We execute securities transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades.

Each of our U.S. and foreign regulated subsidiaries are subject to local regulations which generally limit, or require the prior notification to or approval from such regulated entity’s principal regulator before, the repayment of borrowings from our affiliates, paying cash dividends, making loans to our affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources. 54 We execute securities transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades.

“Business – Our Strategy.” 45 Critical Factors Affecting Our Industry and Our Company Economic, Political and Market Factors The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may impact trading volume.

“Business – Our Strategy.” Critical Factors Affecting Our Industry and Our Company Economic, Political and Market Factors The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may impact trading volume.

The hypothetical unrealized gain or loss of $2.2 million would be recognized in other, net in the Consolidated Statements of Operations. We do not maintain an inventory of bonds that are traded on our platform.

The hypothetical unrealized gain or loss of $2.4 million would be recognized in other, net in the Consolidated Statements of Operations. We do not maintain an inventory of bonds that are traded on our platform.

The Company uses the equity method of accounting when it exercises significant influence over the investee, but does not have operating control, generally between 20% and 50% ownership.

The Company uses the equity method of accounting when it exercises significant influence over the investee, but does not have operating control, generally between 20.0% and 50.0% ownership.

Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of MarketAxess Holdings Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of MarketAxess Holdings Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

The Company consolidates investees over which the Company determines it has control under the voting interest model, generally greater than 50% ownership, or for which the Company is the primary beneficiary under the variable-interest model.

The Company consolidates investees over which the Company determines it has control under the voting interest model, generally greater than 50.0% ownership, or for which the Company is the primary beneficiary under the variable-interest model.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s financial assets and liabilities measured at fair value on a recurring basis consist of its money market funds, trading securities, available-for-sale securities and foreign currency forward contracts. All other financial instruments are short-term in nature and the carrying amounts reported on the Consolidated Statements of Financial Condition approximate fair value. 71 MARKETAXESS HOLDINGS INC.

Pursuant to the terms of the securities clearing agreements, each third-party clearing broker has the right to charge us for any losses they suffer resulting from a counterparty’s failure on any of our trades. We did not record any liabilities or losses with regard to counterparty failures for the years ended December 31, 2024 and 2023.

Fair Value Financial Instruments Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations.

Fair Value Measurement Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations.

As of December 31, 2024 , the Company had no borrowings outstanding and up to $ 500.0 million in available uncommitted borrowing capacity under such agreements. Short-term Financing Under arrangements with their settlement banks, certain of the Company’s U.S. and U.K. operating subsidiaries may receive overnight financing in the form of bank overdrafts.

As of December 31, 2025 , the Company had no borrowings outstanding and up to $ 500.0 million in available uncommitted borrowing capacity under such agreements. Short-term Financing Under arrangements with their settlement banks, certain of the Company’s U.S. and U.K. operating subsidiaries may receive overnight financing in the form of bank overdrafts.

We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our Credit Agreement (as defined below), will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months.

We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our 2026 Amended Credit Agreement (as defined below), will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

See also Part I, Item 1A. – “Risk Factors, Technology, IT Systems and Cybersecurity Risks” and Part I, Item 1C – “Cybersecurity.” 47 Trends in Our Business The majority of our revenue is derived from commissions for transactions executed on our platforms between and among our institutional investor and broker-dealer clients.

See also Part I, Item 1A. – “Risk Factors, Technology, IT Systems and Cybersecurity Risks” and Part I, Item 1C – “Cybersecurity.” 45 Trends in Our Business The majority of our revenue is derived from commissions for transactions executed on our platforms between and among our institutional investor and broker-dealer clients.

A discussion of changes in our Financial Results and Cash Flow Comparisons from the year ended December 31, 2022 to the year ended December 31, 2023 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.

A discussion of changes in our Financial Results and Cash Flow Comparisons from the year ended December 31, 2023 to the year ended December 31, 2024 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

Expenses may also grow due to increased regulatory complexity, acquisitions or the continued effects of inflation. Other Income (Expense) Interest Income . Interest income consists of interest income earned on our cash and cash equivalents, restricted cash, deposits and investments. Interest Expense. Interest expense consists of financing charges incurred on short-term borrowings. Equity in Earnings of Unconsolidated Affiliate.

Expenses may also grow due to increased regulatory complexity, acquisitions or the continued effects of inflation. Other Income (Expense) Interest Income . Interest income consists of interest income earned on our cash and cash equivalents, restricted cash, deposits and investments. Interest Expense. Interest expense consists of financing charges incurred on borrowings. Equity in Earnings of Unconsolidated Affiliate.

The Company did not record any liabilities or losses with regard to counterparty failures for the years ended December 31, 2024, 2023 and 2022 respectively. In the normal course of business, the Company enters into contracts that contain a variety of representations, warranties and indemnification provisions.

The Company did not record any liabilities or losses with regard to counterparty failures for the years ended December 31, 2025, 2024 and 2023 respectively. In the normal course of business, the Company enters into contracts that contain a variety of representations, warranties and indemnification provisions.

Substantially all of our open securities failed-to-deliver and securities failed-to-receive transactions as of December 31, 2024 have subsequently settled at the contractual amounts. In the normal course of business, we enter into contracts that contain a variety of representations, warranties and indemnification provisions.

Substantially all of our open securities failed-to-deliver and securities failed-to-receive transactions as of December 31, 2025 have subsequently settled at the contractual amounts. In the normal course of business, we enter into contracts that contain a variety of representations, warranties and indemnification provisions.

Item 6. [Reserved] 44 I tem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Item 6. [Reserved] 42 I tem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Intangible assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment. 75 MARKETAXESS HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Equity Investments and Consolidation The Company evaluates equity investments for potential consolidation under the voting-interest or variable-interest models.

Intangible assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment. 74 MARKETAXESS HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Equity Investments and Consolidation The Company evaluates equity investments for potential consolidation under the voting-interest or variable-interest models.

The final awarded payout for the awards granted in 2022, 2023 and 2024 will range from zero to 200 %. Subject to the grantee’s continued service, any performance stock unit award awarded to a participant will vest on the three-year anniversary of the grant date.

The final awarded payout for the awards granted in 2023, 2024 and 2025 will range from zero to 200 %. Subject to the grantee’s continued service, any performance stock unit award awarded to a participant will vest on the three-year anniversary of the grant date.

In January 2022, February 2023 and February 2024, annual performance stock units were granted with a three-year performance period that will vest based on the level of achievement by the Company of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit for the following three fiscal years, including the year of grant.

In February 2023, February 2024 and February 2025, annual performance stock units were granted with a three-year performance period that will vest based on the level of achievement by the Company of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit for the following three fiscal years, including the year of grant.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013) .

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013) .

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Trading Days 250 249 Number of U.K. Trading Days 253 251 For volume reporting purposes, transactions in foreign currencies are converted to U.S. dollars at average monthly rates. The 17.4% increase in our U.S. high-grade volume was principally due to an increase in estimated market volumes, partially offset by a decrease in our estimated market share.

Trading Days 249 250 Number of U.K. Trading Days 252 253 For volume reporting purposes, transactions in foreign currencies are converted to U.S. dollars at average monthly rates. The 4.4% increase in our U.S. high-grade volume was principally due to an increase in estimated market volumes, partially offset by a decrease in our estimated market share.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Our objective is to provide the leading global network for the trading of fixed-income securities for our broker-dealer and institutional investor clients to help them connect, be more efficient and achieve better trading outcomes.

Our objective is to create the leading global network for the trading of fixed-income securities for our broker-dealer and institutional investor clients to help them connect, be more efficient and achieve better trading outcomes.

Compensation expense for the Chief Information Officer award was measured at the grant date and will be expensed over the requisite service period with performance target achievement assessed at the end of each reporting period.

Compensation expense for the Chief Information Officer award was measured at the grant date and was expensed over the requisite service period with performance target achievement assessed at the end of each reporting period.

We make critical accounting estimates related to performance stock units granted under the 2020 Plan (the “PSUs”). In 2022, 2023 and 2024, the PSUs were granted to the executive officers and certain senior managers.

We make critical accounting estimates related to performance stock units granted under the 2020 Plan (the “PSUs”). In 2023, 2024 and 2025, the PSUs were granted to the executive officers and certain senior managers.

Adverse movements, such as a decrease in the value of these securities or a downturn or disruption in the markets for these securities, could result in a substantial loss. A 10.0% decrease in the market value of our U.S Treasuries or available-for-sale investments would result in losses of approximately $9.9 million and $5.5 million, respectively.

The hypothetical unrealized gain or loss of $1.0 million would be recognized in accumulated other comprehensive loss on the Consolidated Statements of Financial Condition. A similar hypothetical 100 basis point increase or decrease in interest rates would decrease or increase the fair value of the trading securities portfolio by approximately $2.2 million.

The hypothetical unrealized gain or loss of $0.8 million would be recognized in accumulated other comprehensive loss on the Consolidated Statements of Financial Condition. A similar hypothetical 100 basis point increase or decrease in interest rates would decrease or increase the fair value of the trading securities portfolio by approximately $2.4 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company’s unrealized and realized gains and losses on investments: Year Ended December 31, 2024 2023 2022 (In thousands) Unrealized gains/(losses) Securities available-for-sale Corporate debt $ ( 328 ) $ ( 11 ) $ — Trading securities U.S.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company’s unrealized and realized gains and losses on investments: Year Ended December 31, 2025 2024 2023 (In thousands) Unrealized gains/(losses) Securities available-for-sale Corporate debt $ 669 $ ( 328 ) $ ( 11 ) Trading securities U.S.

The following discussion includes a comparison of our Financial Results, Cash Flow Comparisons and Liquidity and Capital Resources for the years ended December 31, 2024 and 2023, respectively.

The following discussion includes a comparison of our Financial Results, Cash Flow Comparisons and Liquidity and Capital Resources for the years ended December 31, 2025 and 2024, respectively.

Determining the fair value of certain assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, revenue growth rates, customer attrition rates, royalty rates, obsolescence and asset lives.

Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.

Available-for-sale investments are carried at fair value with unrealized gains or losses reported in accumulated other comprehensive loss in the Consolidated Statements of Financial Condition and realized gains or losses reported in other, net in the Consolidated Statements of Operations. Trading investments include U.S.

Securities are classified as available-for-sale or trading. Available-for-sale investments are carried at fair value with unrealized gains or losses reported in accumulated other comprehensive loss in the Consolidated Statements of Financial Condition and realized gains or losses reported in other, net in the Consolidated Statements of Operations. Trading investments include U.S.

Each of the Company’s U.S. and foreign regulated subsidiaries are subject to local regulations which generally limit, or require the prior notification to or approval from such regulated entity’s principal regulator before, the repayment of borrowings from the Company or affiliates, paying cash dividends, making loans to the Company or affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources. 4.

Based on actual results over the past year, a hypothetical 10.0% increase or decrease in the U.S. dollar against all other currencies would have increased or decreased revenue by approximately $12.9 million and operating expenses by approximately $11.7 million. 59 Credit Risk Through certain of our subsidiaries, we execute securities transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades.

Based on actual results over the past year, a hypothetical 10.0% increase or decrease in the U.S. dollar against all other currencies would have increased or decreased revenue by approximately $14.9 million and operating expenses by approximately $14.9 million. 58 Credit Risk Through certain of our subsidiaries, we execute securities transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, as stated in their report which appears herein. 62 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of MarketAxess Holdings Inc.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, as stated in their report which appears herein. 61 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of MarketAxess Holdings Inc.

We define free cash flow as net cash provided by/(used in) operating activities excluding the net change in trading investments and net change in securities failed-to-deliver and securities failed-to-receive from broker-dealers, clearing organizations and customers, less expenditures for furniture, equipment and leasehold improvements and capitalized software development costs.

We define EBITDA margin as EBITDA divided by revenues. We define free cash flow as net cash provided by/(used in) operating activities excluding the net change in trading investments and net change in securities failed-to-deliver and securities failed-to-receive from broker-dealers, clearing organizations and customers, less expenditures for furniture, equipment and leasehold improvements and capitalized software development costs.

In addition, we grant share-based compensation awards in conjunction with certain new hires and for retention purposes. These awards generally vest over a three-year period. The Company also grants share-based compensation awards to its non-employee directors as part of such directors’ compensation.

These awards generally vest ratably over a three-year period, subject to continued service to the Company. In addition, we grant share-based compensation awards in conjunction with certain new hires and for retention purposes. These awards generally vest over a three-year period. The Company also grants share-based compensation awards to its non-employee directors as part of such directors’ compensation.

As further described under “— Critical Factors Affecting our Industry and our Company — Economic, Political and Market Factors” and “— Results of Operations — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023”, in 2024, our trading volumes increased and our average variable transaction fee per million decreased.

As further described under “— Critical Factors Affecting our Industry and our Company — Economic, Political and Market Factors” and “— Results of Operations — Year Ended December 31, 2025 Compared to Year Ended December 31, 2024”, in 2025, our trading volumes increased and our average variable transaction fee per million decreased.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. Commitments and Contingencies Legal In the normal course of business, the Company and its subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations. The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings, if any, utilizing the latest information available.

Commitments and Contingencies Legal In the normal course of business, the Company and its subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations. The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings, if any, utilizing the latest information available.

The cost and complexity of operating across increasingly divergent regulatory regimes has increased and is likely to continue to increase in the future. Compliance with new regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability.

The cost and complexity of operating across increasingly divergent regulatory regimes have increased and are likely to continue to increase in the future. Compliance with new regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability.

Borrowings under the Credit Agreement will bear interest at a rate per annum equal to an alternate base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”) rate, plus an applicable margin that varies with the Company’s consolidated total leverage ratio.

Borrowings under the 2026 Amended Credit Agreement will bear interest at a rate per annum equal to an alternate base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”) rate, plus an applicable margin that varies with our consolidated total leverage ratio.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management’s Report on Internal Control Over Financial Reporting 62 Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 63 Consolidated Statements of Financial Condition — As of December 31, 2024 and 2023 65 Consolidated Statements of Operations — For the years ended December 31, 2024, 2023 and 2022 66 Consolidated Statements of Comprehensive Income — For the years ended December 31, 2024, 2023 and 2022 67 Consolidated Statements of Changes in Stockholders’ Equity — For the years ended December 31, 2024, 2023 and 2022 68 Consolidated Statements of Cash Flows — For the years ended December 31, 2024, 2023 and 2022 69 Notes to Consolidated Financial Statements 71 61 M ANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of MarketAxess Holdings Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management’s Report on Internal Control Over Financial Reporting 61 Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 62 Consolidated Statements of Financial Condition — As of December 31, 2025 and 2024 64 Consolidated Statements of Operations — For the years ended December 31, 2025, 2024 and 2023 65 Consolidated Statements of Comprehensive Income — For the years ended December 31, 2025, 2024 and 2023 66 Consolidated Statements of Changes in Stockholders’ Equity — For the years ended December 31, 2025, 2024 and 2023 67 Consolidated Statements of Cash Flows — For the years ended December 31, 2025, 2024 and 2023 68 Notes to Consolidated Financial Statements 70 60 M ANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of MarketAxess Holdings Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

As of December 31, 2024, a hypothetical 100 basis point increase or decrease in interest rates would decrease or increase the fair value of the available-for-sale investment portfolio by approximately $1.0 million, assuming no change in the amount or composition of the investments.

As of December 31, 2025, a hypothetical 100 basis point increase or decrease in interest rates would decrease or increase the fair value of the available-for-sale investment portfolio by approximately $0.8 million, assuming no change in the amount or composition of the investments.

The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants. The Company also has operating and finance leases for equipment with initial lease terms ranging from one-year to 5 years. 90 MARKETAXESS HOLDINGS INC.

We also generate one-time implementation fees for onboarding clients, which are invoiced and recognized in the period the implementation is complete. Technology Services Technology services include technology services revenue generated by Pragma and revenue generated from telecommunications line charges to broker-dealer clients. Expenses In the normal course of business, we incur the following expenses: Employee Compensation and Benefits.

We also generate one-time implementation fees for onboarding clients, which are invoiced and recognized in the period the implementation is complete. Technology Services Technology services include technology-related license and connectivity fees and revenue generated from telecommunications line charges to broker-dealer clients. Expenses In the normal course of business, we incur the following expenses: Employee Compensation and Benefits.

We ended the year with $749.9 million in available borrowing capacity under the Credit Agreement and capital significantly in excess of our regulatory requirements. Competitive Landscape The global fixed-income securities industry generally, and the electronic financial services markets in which we engage, in particular, are highly competitive, and we expect competition to intensify in the future.

We ended the year with $529.9 million in available borrowing capacity under our 2023 Credit Agreement (as defined below) and capital significantly in excess of our regulatory requirements. Competitive Landscape The global fixed-income securities industry generally, and the electronic financial services markets in which we engage, in particular, are highly competitive, and we expect competition to intensify in the future.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table provides fair values and unrealized losses on the Company’s available-for-sale investments and the aging of securities’ continuous unrealized loss position: Less than Twelve Months Twelve Months or More Total Fair value Gross unrealized losses Fair value Gross unrealized losses Fair value Gross unrealized losses (In thousands) As of December 31, 2024 Corporate debt $ 38,041 $ ( 426 ) $ 1,226 $ ( 1 ) $ 39,267 $ ( 427 ) As of December 31, 2023 Corporate debt $ 17,658 $ ( 66 ) $ — $ — $ 17,658 $ ( 66 ) During the years ended December 31, 2024, 2023 and 2022 , the Company did no t recognize any credit losses on its available-for-sale securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table provides fair values and unrealized losses on the Company’s available-for-sale investments and the aging of securities’ continuous unrealized loss positions: Less than Twelve Months Twelve Months or More Total Fair value Gross unrealized losses Fair value Gross unrealized losses Fair value Gross unrealized losses (In thousands) As of December 31, 2025 Corporate debt $ 3,506 $ ( 3 ) $ — $ — $ 3,506 $ ( 3 ) As of December 31, 2024 Corporate debt $ 38,041 $ ( 426 ) $ 1,226 $ ( 1 ) $ 39,267 $ ( 427 ) During the years ended December 31, 2025, 2024 and 2023 , the Company did no t recognize any credit losses on its available-for-sale securities.

The expected term represents the period of time that options granted are expected to be outstanding based on actual and projected employee stock option exercise behavior. The weighted-average fair value for options granted during the years ended December 31, 2024, 2023 and 2022 were $ 77.16 , $ 123.47 and $ 101.38 , respectively.

The expected term represents the period of time that options granted are expected to be outstanding based on actual and projected employee stock option exercise behavior. The weighted-average fair value for options granted during the years ended December 31, 2025, 2024 and 2023 were $ 67.20 , $ 77.16 and $ 123.47 , respectively.

Compensation expense for the three-year performance stock units is measured at the grant date and expensed over the requisite service period with performance target achievement assessed at the end of each reporting period.

The Company offers a non-qualified deferred cash incentive plan to certain officers and other employees. Under the plan, eligible employees may defer up to 100 % of their annual cash incentive pay. The Company has elected to fund its deferred compensation obligations through a rabbi trust.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Company offers a non-qualified deferred cash incentive plan to certain officers and other employees. Under the plan, eligible employees may defer up to 100 % of their annual cash incentive pay. The Company has elected to fund its deferred compensation obligations through a rabbi trust.

As of December 31, 2024 and 2023, the fair value of the mutual fund investments and deferred compensation obligations was $ 11.1 million and $ 10.5 million, respectively.

As of December 31, 2025 and 2024, the fair value of the mutual fund investments and deferred compensation obligations was $ 11.5 million and $ 11.1 million, respectively.

Credit Agreements and Short-term Financing Credit Agreement On August 9, 2023, the Company entered into a new three-year revolving credit facility (the “Credit Agreement”) provided by a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent , which provides aggregate commitments totaling $ 750.0 million, including a revolving credit facility, a $ 5.0 million letter of credit sub-limit for standby letters of credit and a $ 380.0 million sub-limit for swingline loans.

Credit Agreements and Short-term Financing 2023 Credit Agreement On August 9, 2023, the Company entered into the 2023 Credit Agreement provided by a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent , which provides aggregate commitments totaling $ 750.0 million, consisting of a revolving credit facility, a $ 5.0 million letter of credit sub-limit for standby letters of credit and a $ 380.0 million sub-limit for swingline loans.

Post-trade services revenue increased by $2.3 million for the year ended December 31, 2024, principally due to net new contract revenue of $1.6 million and the positive impact of foreign currency fluctuations of $0.7 million. Technology Services .

Post-trade services revenue increased by $2.0 million for the year ended December 31, 2025, principally due to the positive impact of foreign currency fluctuations of $1.4 million and net new contract revenue of $0.6 million. Technology Services .

Treasuries ( 1,025 ) 446 ( 534 ) Mutual funds held in rabbi trust 1,372 1,284 ( 2,091 ) Total investments $ 19 $ 1,719 $ ( 2,625 ) Realized gains/(losses) Securities available-for-sale Corporate debt $ 4 $ ( 11 ) $ — Trading securities Mutual funds held in rabbi trust ( 328 ) ( 138 ) — Total investments $ ( 324 ) $ ( 149 ) $ — Liabilities: Securities sold, not yet purchased $ 174 $ — $ — Unrealized gains and losses on securities available-for-sale are included in accumulated other comprehensive loss on the Consolidated Statements of Financial Condition.

Treasuries 1,733 ( 1,025 ) 446 Mutual funds held in rabbi trust 7 1,372 1,284 Total investments $ 2,409 $ 19 $ 1,719 Realized gains/(losses) Securities available-for-sale Corporate debt $ 5 $ 4 $ ( 11 ) Trading securities Mutual funds held in rabbi trust 1,259 ( 328 ) ( 138 ) Total investments $ 1,264 $ ( 324 ) $ ( 149 ) Liabilities: Securities sold, not yet purchased $ — $ 174 $ — Unrealized gains and losses on securities available-for-sale are included in accumulated other comprehensive loss on the Consolidated Statements of Financial Condition.

We have focused on the unique aspects of the fixed-income markets we serve in the development of our platforms, working closely with our clients to provide a system that is suited to their needs. 46 Regulatory Environment Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance.

We have focused on the unique aspects of the fixed-income markets we serve in the development of our platforms, working closely with our clients to provide a system that is suited to their needs. 44 Regulatory Environment Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause us to incur additional expense.

During periods of relatively lower credit spread volatility, clients have been using portfolio trading workflows in lieu of more established trading protocols designed to generate price competition on individual bonds. Our dealer clients have also increased their usage of matching sessions offered by competing platforms in recent periods.

Clients have been using portfolio trading workflows in lieu of more established trading protocols designed to generate price competition on individual bonds. Our dealer clients have also increased their usage of matching sessions offered by competing platforms in recent periods.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following is a summary of the changes in the Company’s outstanding shares of voting common stock: Year Ended December 31, 2024 2023 2022 (In thousands) Outstanding shares of voting common stock at the beginning of year 37,900 37,648 37,919 Exercise of stock options 16 6 29 Issuance of restricted stock and performance shares, net of cancellations 125 97 66 Shares withheld for withholding tax payments ( 61 ) ( 81 ) ( 86 ) Repurchases ( 342 ) — ( 280 ) Reissuance of treasury stock 8 5 — Treasury stock used for acquisition — 225 — Outstanding shares of voting common stock at the end of year 37,646 37,900 37,648 The Board authorized the 2022 Repurchase Program and the 2024 Repurchase Program in January 2022 and August 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following is a summary of the changes in the Company’s outstanding shares of voting common stock: Year Ended December 31, 2025 2024 2023 (In thousands) Outstanding shares of voting common stock at the beginning of year 37,646 37,900 37,648 Exercise of stock options — 16 6 Issuance of restricted stock and performance shares, net of cancellations 183 125 97 Shares withheld for withholding tax payments ( 81 ) ( 61 ) ( 81 ) Repurchases of common stock ( 1,981 ) ( 342 ) — Reissuance of treasury stock 10 8 5 Treasury stock used for acquisition — — 225 Outstanding shares of voting common stock at the end of year 35,777 37,646 37,900 The Board authorized the 2022 Repurchase Program, the 2024 Repurchase Program and the 2025 Repurchase Program in January 2022, August 2024 and December 2025, respectively.

The accounting policies of the Company's reportable segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance of the Company overall and decides how to allocate resources based on net income that is reported on the consolidated statement of operations as net income.

The accounting policies of the Company's reportable segment are the same as those described in the summary of significant accounting policies. The Company's chief operating decision maker (“CODM”) assesses performance of the Company overall and decides how to allocate resources based on net income that is reported on the consolidated statement of operations as net income.

The following table summarizes the realized and unrealized gains and losses on foreign currency forward contracts: Year Ended December 31, 2024 2023 2022 (In thousands) Unrealized gain/(loss) $ ( 2,838 ) $ 3,590 ( 1,688 ) Realized gain/(loss) 1,148 ( 1,470 ) $ 802 Total gain/(loss) $ ( 1,690 ) $ 2,120 $ ( 886 ) The Company records cash collateral deposits with its counterparty bank in prepaid expenses and other assets on the Consolidated Statements of Financial Condition.

The following table summarizes the realized and unrealized gains and losses on foreign currency forward contracts: Year Ended December 31, 2025 2024 2023 (In thousands) Unrealized gain/(loss) $ 2,782 $ ( 2,838 ) 3,590 Realized gain/(loss) 1,667 1,148 $ ( 1,470 ) Total gain/(loss) $ 4,449 $ ( 1,690 ) $ 2,120 The Company records restricted cash collateral deposits with its counterparty bank in prepaid expenses and other assets on the Consolidated Statements of Financial Condition.

Borrowings under these agreements will bear interest at a base rate per annum equal to the higher of the upper range of the Federal Funds Rate, 0.25% or one-month SOFR, plus 1.00 %.

Borrowings under these agreements will bear interest at a base rate per annum equal to 1.00% plus the higher of (i) the upper range of the Federal Funds Rate, (ii) one-month SOFR plus an applicable margin or (iii) 0.25%.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, 62 and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The Company incurred interest expense on such overnight financing of $ 1.4 million, $ 0.7 million and $ 0.4 million during the years ended December 31, 2024, 2 023 and 2022, respectively. As of December 31, 2024 , the Company had no overdrafts payable outstanding. 14.

The Company incurred interest expense on such overnight financing of $ 0.7 million, $ 1.4 million and $ 0.7 million during the years ended December 31, 2025, 2 024 and 2023, respectively. As of December 31, 2025 , the Company had no overdrafts payable outstanding. 14.

The significant segment expenses and net income reviewed by the CODM conform to the presentation of such items in the consolidated statements of operations. 92 MARKETAXESS HOLDINGS INC.

The significant segment expenses and net income reviewed by the CODM conform to the presentation of such items in the consolidated statements of operations.

Estimated U.S. high-grade market volume as reported by TRACE increased by 25.9% to $9.0 trillion for the year ended December 31, 2024 compared to the year ended December 31, 2023. Our estimated market share of total U.S. high-grade corporate bond volume decreased to 19.0% for the year ended December 31, 2024 from 20.4% for the year ended December 31, 2023.

Estimated U.S. high-grade market volume as reported by TRACE increased by 8.0% to $9.7 trillion for the year ended December 31, 2025 compared to the year ended December 31, 2024. Our estimated market share of total U.S. high-grade corporate bond volume decreased to 18.4% for the year ended December 31, 2025 from 19.0% for the year ended December 31, 2024.

Fair Value Measurements The following table summarizes the valuation of the Company’s assets and liabilities measured at fair value as categorized based on the hierarchy described in Note 2: Level 1 Level 2 Level 3 Total (In thousands) As of December 31, 2024 Assets Money market funds $ 55,473 $ — $ — $ 55,473 Securities available-for-sale Corporate debt — 55,108 — 55,108 Trading securities U.S.

Fair Value Measurements The following table summarizes the valuation of the Company’s assets and liabilities measured at fair value as categorized based on the hierarchy described in Note 2: Level 1 Level 2 Level 3 Total (In thousands) As of December 31, 2025 Assets Money market funds $ 23,355 $ — $ — $ 23,355 Securities available-for-sale Corporate debt — 58,440 — 58,440 Trading securities U.S.

As a result of our self-clearing and settlement activities, we are required to finance certain transactions, maintain deposits with various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the benefit of customers pursuant to Rule 15c3-3 of the Exchange Act.

As of December 31, 2025, we had no overdrafts payable outstanding. As a result of our self-clearing and settlement activities, we are required to finance certain transactions, maintain deposits with various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the benefit of customers pursuant to Rule 15c3-3 of the Exchange Act.

We believe that the following are the key variables that impact the notional value of such transactions on our platforms, the amount of commissions earned by us and our variable transaction fees per million: • the number of participants on our platforms and their willingness to use our platforms instead of competitors’ platforms or other execution methods; • the particular trading protocol that our participants use to trade bonds on our platforms; • the frequency and competitiveness of the price responses by participants on our platforms; • the number of markets that are available for our participants to trade on our platforms; • the overall level of activity in these markets; • the duration of the bonds trading on our platforms, which may be affected by inflation, among other macroeconomic factors; and • the particular fee plan under which we earn commissions.

We believe that the following are the key variables that impact the notional value of such transactions on our platforms and our revenues: • the number of participants on our platforms and their willingness to use our platforms instead of competitors’ platforms or other execution methods; • the particular trading protocol that our participants use to trade securities on our platforms; • the frequency and competitiveness of the price responses by participants on our platforms; • the number of markets that are available for our participants to trade on our platforms; • the overall level of activity in these markets; • the duration of the U.S. high grade bonds trading on our platforms, which may be affected by inflation, among other macroeconomic factors; and • the particular fee plan under which we earn commissions.

Information Services . Information services revenue increased by $4.2 million for the year ended December 31, 2024, mainly due to net new data contract revenue of $3.3 million and the positive impact of foreign currency fluctuations of $0.8 million. Post-Trade Services .

Information Services . Information services revenue increased by $2.7 million for the year ended December 31, 2025, mainly due to net new data contract revenue of $1.8 million and the positive impact of foreign currency fluctuations of $0.9 million. Post-Trade Services .

… 306 more changes not shown on this page.

Top changes in MarketAxess's 2025 10-K

Item 1A. Risk Factors

Item 6. [Reserved]

Other MKTX 10-K year-over-year comparisons