UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2724, 2025

Cboe Global Markets, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-34774	20-5446972
(Commission File Number)	(IRS Employer Identification No.)

433 West Van Buren Street

Chicago, Illinois 60607

(Address and Zip Code of Principal Executive Offices)

Registrant's telephone number, including area code (312) 786-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value of $0.01 per share		CBOE		CboeBZX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0201. ~~Departure~~ENTRY ofINTO ~~Directors~~A orMATERIAL ~~Certain~~DEFINITIVE ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~AGREEMENT.

On ~~May~~June 2724, 2025, ~~David~~Cboe ~~Howson~~Global Markets, Inc. ~~Executive~~(the ~~Vice~~“Company”), ~~President~~as guarantor, ~~Global~~entered ~~President~~into an Amendment and Restatement Agreement (the “A&R Agreement”) (to be effective as of June 27, 2025) with Cboe ~~Global~~Clear ~~Markets, Inc~~Europe N.V. (~~the~~formerly known as European Central Counterparty N.V., “~~Company~~Cboe Clear Europe”), ~~notified~~as ~~the~~borrower, Bank of America Europe Designated Activity Company, ofas ~~his~~co-ordinator ~~resignation~~and facility agent, and Citibank N.A., ToLondon Branch, as security ~~assist~~agent, ~~with~~in order to amend and restate the ~~transition~~Cboe ofClear ~~his~~Europe ~~duties~~credit facility, ~~Mr. Howson~~originally ~~will~~dated ~~remain~~as ~~employed~~of July 1, 2020, by and among the same ~~Company~~parties ~~until~~(as ~~his~~previously ~~employment~~amended ~~ends~~and atrestated ~~the~~by ~~end~~way of ~~the~~ ~~day~~an onamendment ~~August~~and restatement agreement dated July 1, ~~2025~~2021, ~~(the~~June 30, 2022, ~~“Transition~~June 29, ~~Date”).~~2023 ~~Mr.~~and June ~~Howson’s~~25, ~~resignation~~2024 ~~was~~(effective ~~not~~as ~~due~~of toJune 28, ~~any~~2024), ~~disagreement with~~respectively, ~~the~~and, ~~Company~~as ~~concerning~~further ~~the~~amended ~~Company's~~and ~~operations~~restated, the ~~policies~~“Facility ~~or practices~~Agreement”).

InThe ~~connection~~A&R ~~with his resignation, the Company and Mr. Howson have entered into a Letter~~ Agreement ~~(the~~makes ~~“Letter~~certain ~~Agreement”),~~changes ~~attached hereto as Exhibit 10.1 and incorporated herein by reference, pursuant~~ to ~~which, among other things,~~ the ~~parties~~Facility ~~acknowledge the terms of Mr. Howson’s separation. Pursuant to the Letter~~ Agreement, ~~(1) Mr. Howson will be entitled to his current base salary and benefits through~~ ~~the~~including ~~Transition~~without ~~Date~~limitation, ~~(2) Mr. Howson will be allowed to retain a pro rata portion of certain of his outstanding time-based restricted stock units that would vest in February 2026 based on~~ the number of days worked through the Transition Date and will forfeit the remainder and other outstanding time-based restricted stock units, and (3) Mr. Howson will be allowed to retain a pro rata portion of the outstanding performance-based restricted stock units that would vest in February 2026 based on the number of days worked through the Transition Date, and which will be paid out based on target performance through the end of the applicable performance period for each award, and Mr. Howson will forfeit the remainder and other outstanding performance-based restricted stock units. Under the terms of the Letter Agreement, Mr. Howson will be required to execute a customary release agreement and a customary restrictive covenant agreement.following:

In· ~~connection~~Extended ~~with Mr. Howson’s resignation,~~ the ~~Company’s~~term ~~board~~ of ~~directors appointed Craig Donohue, Chief Executive Officer of~~ the ~~Company,~~Facility asAgreement ~~President~~until ofJune ~~the Company~~26, ~~effective following the Transition Date.~~2026;

On· ~~May 28,~~Maintained ~~2025,~~ the ~~Company~~aggregate ~~issued~~commitment aunder ~~press release announcing Mr. Howson’s resignation. A copy of~~ the ~~press~~Facility ~~release~~Agreement isat ~~filed~~Euro ~~herewith as Exhibit 99.~~1 ~~and is incorporated herein by reference~~.2 billion;

~~Item~~· ~~9.01.~~Maintained ~~Financial~~the ~~Statements~~aggregate ~~and~~commitment ~~Exhibits~~under the Facility Agreement, after the accordion increase, at Euro 1.7 billion; and

~~(d) Exhibits~~· Modified certain other provisions to incorporate updates in applicable laws and regulations.

Exhibit Number	Description
10.1	Letter Agreement, dated May 27, 2025, between Cboe Global Markets, Inc. and David Howson (filed herewith)*
99.1	Press Release of Cboe Global Markets, Inc. (filed herewith)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

The Company’s obligations under the Facility Agreement shall continue in full force and effect as set forth in the A&R Agreement.

*IndicatesCertain ~~Management~~of ~~Compensatory~~the ~~Plan~~lenders under the Facility Agreement and their affiliates (1) have provided, ~~Contract~~and may in the future provide, investment banking, underwriting, trust or ~~Arrangement~~other advisory or commercial services to the Company and its subsidiaries and affiliates or (2) are the Company's and its subsidiaries’ and affiliates’ customers, including trading permit holders, trading privilege holders, participants or members, and may engage in trading activities on Company markets.

~~SIGNATURES~~The foregoing description does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement which is filed to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

~~Pursuant~~Item to2.03. ~~the~~CREATION ~~requirements~~OF ofA ~~the~~DIRECT ~~Securities Exchange~~FINANCIAL ~~Act~~OBLIGATION ofOR ~~1934,~~AN ~~the~~OBLIGATION ~~registrant~~UNDER ~~has~~AN ~~duly~~OFF-BALANCE ~~caused~~SHEET ~~this~~ARRANGEMENT ~~report~~OF toA ~~be signed on its behalf by the undersigned hereunto duly authorized~~REGISTRANT.

	CBOE GLOBAL MARKETS, INC.
	By:	/s/ Patrick Sexton
		Patrick Sexton
		Executive Vice President, General Counsel and Corporate Secretary
	Dated: May 28, 2025

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
10.1	Amendment and Restatement Agreement, dated June 24, 2025 (to be effective as of June 27, 2025), by and among Cboe Clear Europe N.V., as borrower, Cboe Global Markets, Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent, and Citibank N.A., London Branch, as security agent, relating to a Facility Agreement originally dated July 1, 2020, by and among the same parties (as previously amended and restated by way of an amendment and restatement agreement dated July 1, 2021, June 30, 2022, June 29, 2023 and June 25, 2024 (effective as of June 28, 2024), respectively, and as further amended and restated).

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBOE GLOBAL MARKETS, INC.

By:	/s/ Jill M. Griebenow
	Jill M. Griebenow
	Executive Vice President and Chief Financial Officer

Dated: June 27, 2025

Filing Compare · Cboe Global Markets, Inc.