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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 001-34774

Cboe Global Markets, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			20-5446972
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


433 West Van Buren Street
Chicago, Illinois			60607
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code

(312) 786-5600

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


Title of Each Class	Trading Symbol (s)	Name of Exchange on Which Registered
Common Stock, par value $0.01 per share	CBOE	CboeBZX

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, ~~2024~~2025, the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately $1724.84 billion based on the closing price of $~~170~~233.0621 per share of common stock.

The number of outstanding shares of the registrant's common stock as of February 1413, ~~2025~~2026 was 104,~~701~~667,~~695~~696 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Cboe Global ~~Market’s~~Markets' Definitive Proxy Statement for the ~~2025~~2026 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, ~~2024~~2025, are incorporated by reference in Part III.

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TABLE OF CONTENTS

CBOE GLOBAL MARKETS, INC.

~~2024~~2025 FORM 10-K

PART I
Item 1.	Business	7
Item 1A.	Risk Factors	2925
Item 1B.	Unresolved Staff Comments	4843
Item 1C.	Cybersecurity	4843
Item 2.	Properties	4945
Item 3.	Legal Proceedings	5045
Item 4.	Mine Safety Disclosures	5046
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5147
Item 6.	[Reserved].	~~N/A~~48
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5449
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8682
Item 8.	Financial Statements and Supplementary Data	9186
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~145~~137
Item 9A.	Controls and Procedures	~~145~~137
Item 9B.	Other Information	~~145~~137
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~145~~137
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~146~~138
Item 11.	Executive Compensation	~~146~~138
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~146~~138
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~146~~138
Item 14.	Principal Accountant Fees and Services	~~146~~138
PART IV
Item 15.	Exhibits, Financial Statement Schedules	~~147~~139
Item 16.	Form 10-K Summary	~~152~~144

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CERTAIN DEFINED TERMS

Throughout this document, unless otherwise specified or the context so requires:

•“Cboe,” “we,” “us,” “our” or “the Company” refers to Cboe Global Markets, Inc. and its subsidiaries.

•“ADV” means average daily volume.

•“ADNV” means average daily notional value.

•“AFM” refers to the Netherlands Authority for the Financial Markets.

•“ATS” refers to an alternative trading system.

•“Bats Global Markets” and “Bats” refer to our wholly-owned subsidiary Bats Global Markets, Inc., now known as Cboe Bats, LLC, and its subsidiaries.

•"BIDS Holdings" refers to BIDS Holdings L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“BIDS Trading” refers to BIDS Trading L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc. The ATS operated by BIDS Trading is not a registered national securities exchange or a facility thereof.

•“BYX” refers to Cboe BYX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“BZX” refers to Cboe BZX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“C2” refers to Cboe C2 Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•"CAT" refers to the Consolidated Audit Trail.

•“Cboe Asia Pacific” refers to Cboe Asia Pacific Holdings Limited (formerly known as Chi-X Asia Pacific Holdings Limited), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Australia” refers to Cboe Australia Pty Ltd. (formerly known as Chi-X Australia Pty. Ltd.), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Canada” refers to ~~the~~Cboe ~~former~~Canada ~~Aequitas Innovations,~~ Inc. ~~and Neo Exchange Inc. (commonly referred to as “NEO Exchange”)~~, ~~which~~a ~~were~~ wholly-owned ~~subsidiaries~~subsidiary of Cboe Global Markets, Inc. ~~As of January 1, 2024, the Cboe Canada~~ and ~~MATCHNow~~a ~~entities~~recognized ~~have~~Canadian ~~been~~securities ~~amalgamated into Cboe Canada Inc~~exchange.

•“Cboe Canada Inc.” is a wholly-owned subsidiary of Cboe Global Markets, Inc. and a recognized Canadian securities exchange. As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.

•“Cboe Chi-X Europe” refers to Cboe Chi-X Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Clear Europe” refers to Cboe Clear Europe N.V. ~~(formerly known as European Central Counterparty N.V.~~, ~~formerly defined as “EuroCCP”),~~ a wholly-owned subsidiary of Cboe Global Markets, Inc.

•"Cboe Clear U.S." refers to Cboe Clear U.S., LLC (formerly known as Cboe Clear Digital, LLC, formerly defined as “Cboe Clear Digital”), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•"Cboe Data Vantage" refers to the Company's Cboe Data Vantage business (~~formerly known as Data and Access Solutions, and~~ subsequently referred to as Data Vantage throughout the remainder of this document).

•“Cboe Digital” refers to Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries.

•“Cboe Digital Exchange” refers to Cboe Digital Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Europe Equities and Derivatives” refers to the combined businesses of Cboe Europe and Cboe NL.

•“Cboe Europe” refers to Cboe Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc., the UK operator of our Multilateral Trading Facility (“MTF”), our Regulated Market (“RM”), and our Approved Publication Arrangement (“APA”) under its Recognized Investment Exchange (“RIE”) status.

•“Cboe Fixed Income” refers to Cboe Fixed Income Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe FX” refers to Cboe FX Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Japan” refers to Cboe Japan Ltd. (formerly known as Chi-X Japan Ltd.), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe NL” refers to Cboe Europe BVB.V., a wholly-owned subsidiary of Cboe Global Markets, Inc., the Netherlands operator of our MTF, RM, and APA.

•“Cboe Options” refers to Cboe Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe SEF” refers to Cboe SEF, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Trading” refers to Cboe Trading, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•"CEDX" refers to Cboe Europe Derivatives, the Company's fully electronic pan-European derivatives platform operated by Cboe NL.

•“CFE” refers to Cboe Futures Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“CFTC” refers to the U.S. Commodity Futures Trading Commission.

•“CSD BrBR” refers to CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A., a Brazilian trade repository.

•“CIRO” refers to the Canadian Investment Regulatory Organization.

•“EDGA” refers to Cboe EDGA Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“EDGX” refers to Cboe EDGX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“ESMA” refers to the European Securities and Markets Authority.

•“Exchanges” refers to Cboe Options, C2, BZX, BYX, EDGX, and EDGA.

•“FASB” refers to the Financial Accounting Standards Board.

•“FCA” refers to the UK Financial Conduct Authority.

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•“FCA” refers to the UK Financial Conduct Authority.

•“FINRA” refers to the Financial Industry Regulatory Authority.

•“GAAP” refers to Generally Accepted Accounting Principles in the United States.

•“MATCHNow” refers to the former TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., which was the operator of a Canadian ATS. ~~As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.~~

•“Merger” refers to our acquisition of Bats Global Markets, completed on February 28, 2017.

•“OCC” refers to The Options Clearing Corporation.

•“OPRA” refers to Options Price Reporting Authority, LLC.

•“PTS” refers to a proprietary trading system.

•“SEC” refers to the U.S. Securities and Exchange Commission.

•"SFT" refers to Securities Financing Transaction(s).

•“SPX” refers to our S&P 500 Index exchange-traded options products.

•“TPH” refers to either a Trading Permit Holder or a Trading Privilege Holder.

•“VIX futures,” or “VIX options,” or "Options on VIX futures" refers, as applicable, to our Cboe Volatility Index exchange-traded options and futures products.

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TRADEMARK AND OTHER INFORMATION

Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Cboe Clear®, Cboe Datashop®, Cboe Futures Exchange®, CFE®, Cboe Digital®, Cboe Hanweck®, Cboe LIS®, Bats®, BIDS Trading®, BYX®, BZX®, ~~CFE®,~~ EDGA®, EDGX®, Hybrid®, Life is Better with Options®, LiveVol®, MATCHNow®, NANO®, Options Institute®, Silexx®, ~~The Exchange for the World Stage®,~~ VIX®, VIX1D®, and XSP® are registered trademarks, and Cboe BIDS EuropeSM, C2SM, Cboe Data VantageSM, Cboe TitaniumSM, Cboe TiSM, f(t)optionsSM, Trade AlertSM, Mag 10SM and ~~VIXEQSM~~Magnificent 10SM are service marks of Cboe Global Markets, Inc. and its subsidiaries. Standard & Poor's®, S&P®, S&P 100®, S&P 500® and SPX® are registered trademarks and DSPXSM is a service mark of Standard & Poor's Financial Services LLC and have been licensed for use by Cboe Exchange, Inc. Dow Jones®, Dow Jones Industrial Average®, DJIA® and Dow Jones Indices are registered trademarks or service marks of Dow Jones Trademark Holdings, LLC, used under license. Russell® and the Russell index names are registered trademarks of Frank Russell Company, used under license. FTSE® and the FTSE indices are trademarks and service marks of FTSE International Limited, used under license. All other trademarks and service marks are the property of their respective owners.

MSCI and the MSCI index names are service marks of MSCI Inc. (“MSCI”) or its affiliates and have been licensed for use by us. Any derivative indices and any financial products based on the derivative indices (“MCSI-Based Products”) are not sponsored, guaranteed or endorsed by MSCI, its affiliates or any other party involved in, or related to, making or compiling such MSCI index. Neither MSCI, its affiliates nor any other party involved in, or related to, making or compiling any MSCI index makes any representations regarding the advisability of investing in such MSCI-Based Products; makes any warranty, express or implied; or bears any liability as to the results to be obtained by any person or any entity from the use of any such MSCI index or any data included therein. No purchaser, seller or holder of any MSCI-Based Product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote any security without first contacting MSCI to determine whether MSCI’s permission is required.

This Annual Report on Form 10-K includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. Please refer to the “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and our other filings with the SEC.

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions, or projections about the future other than statements of historical fact are forward-looking statements, including statements in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under "Risk Factors" in this Annual Report and other filings with the SEC.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include:

•the loss of our right to exclusively list and trade certain index options and futures products;

•economic, political, and market conditions;

•compliance with legal and regulatory obligations;

•price and new products and services competition and consolidation in our industry;

•decreases in trading or clearing volumes, market data fees, or a shift in the mix of products traded on our exchanges;

•legislative or regulatory changes or changes in tax regimes;

•our ability to protect our systems and communication networks from security vulnerabilities and breaches;

•our ability to attract and retain skilled management and other personnel;

•increasing competition by foreign and domestic entities;

•our business and operational dependence on and exposure to risk from third parties;

•factors that impact the quality and integrity of our and other applicable indices;

•our ability to manage our global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively;

•increases in the cost of the products and services we use;

•our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights;

•our ability to minimize the risks, including our credit, ~~counterparty~~liquidity, market, investment, counterparty, and default risks, associated with operating our clearinghouses;

•our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;

•misconduct by those who use our markets or our products or for whom we clear transactions;

•challenges to our use of open source software code;

•our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;

•the loss of key customers or a significant reduction in trading or clearing volumes by key customers;

•our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges;

•damage to our reputation;

•the ability of our compliance and risk management methods to effectively monitor and manage our risks;

•restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations;

•our ability to maintain an investment grade credit rating;

•impairment of our goodwill, long-lived assets, investments, or intangible assets;

•the accuracy of our estimates and expectations; and

•litigation risks and other liabilities.

For a detailed discussion of these and other factors that might affect our performance, see Part I, Item 1A of this Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.

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PART I

Item 1. Business

The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

Cboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing, and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, and FX, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Cboe’s subsidiaries include the largest options exchange and the third largest equities exchange operator in the U.S. In addition, the Company operates Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, ~~Canada, Australia,~~ and ~~Japan~~Canada, Cboe Australia, an operator of ~~trading~~a ~~venues~~regulated instock ~~Australia,~~exchange ~~Cboe Japan, an operator of trading venues~~ in ~~Japan~~Australia, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada ~~Inc.~~, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

~~The~~In ~~graphic~~2025, ~~below~~following ~~provides~~a comprehensive strategic review of its global business operations, Cboe initiated the wind down of its Japanese equities business, including the cessation of operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform, initiated a ~~brief~~sales ~~overview~~process for its Cboe Australia and Cboe Canada businesses, discontinued its U.S. and European Corporate Listings efforts, and reduced costs associated with its U.S. and European ETP Listings businesses, Cboe Europe Derivatives ("CEDX"), and several of Cboe’s ~~history:~~smaller Risk and Market Analytics businesses. Subsequent to December 31, 2025, after further review of its global business operations, Cboe initiated the wind down of CEDX.

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Our Business

Cboe reports on the following ~~six~~five business segments:

•Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and on ETPs such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options are eligible to trade, as applicable, on Cboe Options, C2, BZX, EDGX, and/or other U.S. national security exchanges. Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services.

•North American Equities. The North American Equities segment includes U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform in the U.S. and the Cboe BIDS Canada platform, and Canadian equities and other transaction services that occur on or through Cboe Canada ~~Inc.~~’s order books. The North American Equities segment also includes corporate listing services on Cboe Canada ~~Inc.~~, ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services.

•Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European ~~listed equities and~~ derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and ~~Cboe Europe Derivatives (“~~CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities ~~transaction~~ services of Cboe Australia ~~and Cboe Japan~~, ~~operators~~an operator of a trading ~~venues~~venue in Australia ~~and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan~~. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility. Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols. Cboe Europe Derivatives, a pan-European derivatives platform, offers futures and options based on Cboe Europe equity indices, and single stock options. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear Securities Financing Transactions. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

•Futures. The Futures segment includes transaction services provided by CFE, a fully electronic futures exchange, which includes offerings for trading of VIX futures and other futures products, the licensing of proprietary market data, as well as access and capacity services. On April 25, 2024, the Company announced plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.7

•Global FX. The Global FX segment includes institutional FX trading services that occur on the Cboe FX fully electronic trading platform, non-deliverable forward FX transactions (“NDFs”) offered for execution on Cboe SEF, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

•Digital. The Digital segment includes a regulated futures exchange (Cboe Digital Exchange) and a regulated clearinghouse (Cboe Clear U.S.), as well as revenue generated from the licensing of proprietary market data and from access and capacity services. Prior to May 31, 2024, the Digital segment also included a U.S.-based spot digital asset trading market (“Cboe Digital spot market”). As of May 31, 2024, the Cboe Digital spot market is closed for all participant and trading purposes. In addition, the Company plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review. The Company expects that Digital will cease to be a distinct reportable business segment in the first quarter of 2025.

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two BIDS order books; a Large-in-Scale (“LIS”) trading negotiation facility and a volume-weighted average price (“VWAP”) trajectory crossing facility. Cboe ~~also~~NL, ~~presents~~based ~~three~~in ~~financial~~Amsterdam, ~~statement~~operates ~~revenue~~similar ~~captions~~business functionality to that ~~reflect~~offered by Cboe Europe (with the ~~Company’s~~exception ~~diversified~~of ~~products~~Trajectory Crossing), ~~expansive~~ ~~geographical~~and ~~reach~~provides for trading only in European Economic Area (“EEA”) symbols. Subsequent to December 31, 2025, Cboe initiated the wind down of CEDX, its pan-European derivatives platform that offered futures and ~~overall~~options ~~business~~based ~~strategy~~on Cboe Europe equity indices, FLEX options, and single stock options. ~~Below~~Prior isto athe ~~summary~~wind down, CEDX contributed derivatives transaction services and market data revenues to this segment. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe’s-operated ~~financial~~and ~~statement~~other regulated trading venues and clearing SFTs. Prior to the CEDX wind down, Cboe Clear Europe also provided clearing services for derivative transactions executed on CEDX. This segment also includes Cboe Europe, Cboe NL, and Cboe Australia revenue ~~caption~~ ~~businesses:~~generated from the licensing of proprietary market data and from access and capacity services.

•~~Cash~~Futures. ~~and~~The ~~spot~~Futures ~~markets.~~segment ~~This~~ includes ~~associated~~ transaction ~~and~~services ~~clearing~~provided ~~fees~~by onCFE, ~~our~~a ~~equities~~fully ~~and~~electronic FXfutures ~~markets~~exchange, which includes offerings for trading of VIX futures and ~~clearing~~other ~~business~~futures products, the ~~portion~~licensing of proprietary market data, ~~fees~~as ~~relating~~well toas ~~associated~~access Uand capacity services.S. ~~tape~~As ~~plan~~of ~~market~~January ~~data~~1, ~~fees~~2025, ~~associated~~the ~~regulatory~~Futures ~~fees,~~segment ~~and~~prospectively ~~associated~~includes ~~other~~all ~~revenue~~Digital ~~from~~operating ~~Cboe’s~~activity, ~~North~~which ~~American~~includes ~~Equities~~Cboe Digital Exchange, ~~Europe~~a regulated futures exchange, and ~~Asia~~Cboe ~~Pacific~~Clear U.S., ~~Global~~a FXregulated clearinghouse, ~~and~~as ~~Digital~~well ~~segments.~~as ~~The~~revenue ~~key~~generated ~~sources~~from the licensing of ~~these~~proprietary ~~revenues~~market ~~are~~data ~~our~~and ~~equities~~from access and FXcapacity ~~markets~~services. On June 9, 2025, Cboe successfully completed the ~~U.S.~~migration ~~tape~~of ~~plans,~~cash-settled Bitcoin and ~~our~~Ether ~~clearing~~futures ~~and~~contracts ~~listings~~from ~~businesses,~~Cboe ~~which~~Digital Exchange to CFE. There are ~~described~~no inproducts ~~more~~currently ~~detail~~listed ~~below~~for trading on the Cboe Digital Exchange.

~~•Cboe~~Comparative-period ~~Data~~results ~~Vantage~~for ~~(f/k/a~~the ~~Data~~Digital ~~and~~segment ~~Access~~have ~~Solutions,~~been ~~subsequently~~presented ~~referred~~for tohistorical aspurposes ~~Data~~but ~~Vantage).~~have ~~The~~not ~~Cboe~~been ~~Data~~recast ~~Vantage~~as ~~business~~the ~~includes~~historical ~~access~~results ~~and~~of ~~capacity~~the ~~fees~~Digital tosegment ~~our~~were ~~markets~~not material, ~~proprietary~~nor ~~market~~do ~~data~~they ~~fees~~materially ~~from~~impact ~~various~~the ~~licensing~~financial ~~agreements~~results, ~~and proprietary indices~~trends, ~~and~~or ~~associated~~forecasts ~~other~~of ~~revenue~~the ~~across~~Futures ~~Cboe’s six segments~~segment. ~~The~~As ~~key~~a ~~sources~~result, offor ~~these~~the ~~revenues~~year ~~are~~ended ~~our~~December 31, ~~markets~~2025, ~~the~~operating ~~proprietary~~results ~~products~~included ~~underlying~~within the ~~market~~Digital ~~data,~~operating ~~the~~segment ~~licensing~~are ~~agreements,~~presented ~~proprietary~~within ~~indices,~~the ~~and~~Futures ~~other~~reporting ~~data~~segment. ~~and~~See ~~access~~Note ~~products~~16 ~~and~~(“Segment ~~services,~~Reporting”) ~~which~~for ~~are described in~~ more ~~detail below~~information.

•~~Derivatives~~Global ~~markets~~FX. ~~This~~The ~~includes~~Global ~~associated~~FX ~~transaction~~segment ~~and~~includes ~~clearing~~institutional ~~fees,~~FX ~~the~~trading ~~portion~~services ofthat ~~market~~occur ~~data~~on ~~fees~~the ~~relating~~Cboe toFX ~~associated~~fully ~~U.S.~~electronic ~~tape~~trading ~~plan market data fees~~platform, ~~associated~~non-deliverable ~~regulatory~~forward ~~fees,~~FX ~~and~~transactions ~~associated~~(“NDFs”) ~~other~~offered ~~revenue~~for ~~from~~execution on Cboe’s ~~Options~~SEF, ~~Futures,~~as ~~Europe~~well ~~and~~as ~~Asia~~revenue ~~Pacific,~~generated ~~and~~from ~~Digital~~the ~~segments.~~licensing ~~The key sources~~ of ~~these revenues are~~ proprietary ~~products,~~market ~~including~~data ~~our~~and ~~flagship~~from ~~products~~access ~~SPX options~~ and ~~VIX~~capacity ~~options~~services. ~~and~~The ~~futures,~~segment ~~our~~also ~~derivatives~~includes ~~markets,~~transaction ~~and~~services for U.S. ~~tape~~government ~~plans,~~securities ~~which~~executed ~~are~~on ~~described~~the inCboe ~~more~~Fixed ~~detail~~Income ~~below~~fully electronic trading platform.

~~See~~Cboe ~~“Management’s~~also ~~Discussion~~presents ~~and~~three ~~Analysis~~financial ofstatement ~~Financial~~revenue ~~Condition~~captions ~~and~~within ~~Results of Operations”, Note 4 ("Revenue Recognition"), and Note 16 ("Segment Reporting") in~~ the ~~notes to our~~ consolidated ~~financial~~ statements ~~for discussion~~ of ~~revenues~~income ~~and~~that ~~certain~~reflect ~~operational~~the ~~and~~Company’s ~~financial~~diversified ~~metrics~~products, ~~and~~expansive ~~operating~~geographical ~~income~~reach, ~~(or~~and ~~loss)~~overall by business ~~segment~~strategy. ~~Certain~~Below ~~activities~~is ~~within~~a ~~our~~summary ~~segments~~of ~~operate~~Cboe’s ~~globally.~~financial ~~For~~statement ~~information~~revenue ~~regarding risks related to our international operations see “Risk Factors.”~~ captions:

9•Cash and spot markets. This includes associated transaction and clearing fees on our equities and FX markets and clearing business, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, and Global FX segments. The key sources of these revenues are our equities and FX markets, the U.S. tape plans, and our clearing and listings businesses, which are described in more detail below.

~~Table~~•Cboe Data Vantage. The Cboe Data Vantage business includes access and capacity fees to our markets, proprietary market data fees from various licensing agreements and proprietary indices, and associated other revenue across Cboe’s five segments. The key sources of ~~Contents~~these revenues are our markets, the proprietary products underlying the market data, the licensing agreements, proprietary indices, and other data and access products and services, which are described in more detail below.

•Derivatives markets. This includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, and Europe and Asia Pacific segments. The key sources of these revenues are proprietary products, including our flagship products SPX options and VIX options and futures, our derivatives markets, and U.S. tape plans, which are described in more detail below.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations," Note 4 ("Revenue Recognition"), and Note 16 ("Segment Reporting") in the notes to our consolidated financial statements for discussion of revenues and certain operational and financial metrics, and operating income (or loss) by business segment. Certain activities within our segments operate globally. For information regarding risks related to our international operations see “Risk Factors.”

Competitive Strengths

Cboe is a leading provider of market infrastructure and tradable products across cash and spot markets, derivatives markets, and Cboe Data Vantage products and services. Cboe delivers cutting-edge trading, clearing, and investment solutions across the globe through a comprehensive ecosystem that helps drive innovation and growth.

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Strategic Focus

Our ~~strategy~~strategic direction is tofocused ~~build~~on ~~one~~leveraging our core areas of strength and the ~~world’s~~strong ~~largest~~secular ~~global~~growth ~~derivatives~~trends ~~and~~supporting ~~securities~~them. ~~networks~~This approach aims to ~~create~~unlock ~~value~~growth and ~~drive~~earnings ~~growth~~potential bywhile reinforcing our competitive position through:

•~~Investing~~Rationalizing inour ~~the~~business ~~continued~~portfolio ~~growth~~to ofoptimize ~~our~~return ~~core~~on ~~business~~invested incapital ~~Global~~and ~~Derivatives~~potential growth trajectory;

•~~Enhancing~~Optimizing ~~recurring~~our ~~revenue~~core ~~opportunities~~businesses ~~through~~of ~~Cboe~~Index Options, Multi-Listed Options, Futures, U.S. Equities, European Equities, and Global FX, while expanding Data Vantage ~~(f/k/a~~offerings ~~Data~~that ~~and~~draw ~~Access~~upon ~~Solutions)~~these businesses;

•~~Harnessing~~Capitalizing on emerging industry trends that align with our ~~global~~core ~~network~~strengths and potentially unlock new opportunities to ~~expand~~create ~~product~~value ~~reach~~for &our ~~access~~clients; and

•~~Capitalizing~~Maintaining ona ~~the~~disciplined ~~demand~~and ~~for~~financially ~~access~~rigorous approach to ~~the U.S.~~ capital ~~markets;~~allocation.

•Leveraging our superior technology to drive innovations; and

•Allocating capital and resources to areas where we expect to see the strongest long-term returns for shareholders.

Key Business Highlights

The following is a brief summary of our key ~~2024~~2025 business highlights:

•~~Launched~~Conducted ~~new~~a ~~products~~comprehensive ~~and~~review ~~indices~~of ~~such~~our asglobal ~~cash-settled~~business ~~margin Bitcoin and Ether Futures~~operations, ~~Options~~resulting onin ~~VIX~~a ~~Futures,~~strategic ~~Cboe~~realignment ~~S&P~~of ~~500~~our ~~Variance~~business ~~Futures,~~portfolio ~~Cboe~~and ~~Bitcoin~~an ~~U.S.~~enhanced ~~ETF~~focus ~~Index~~on ~~and~~core ~~options~~strengths ~~thereon,~~ and ~~U.S.~~emerging ~~Treasury~~growth ~~Market Volatility Index~~opportunities.

•~~Enhanced~~Expanded ~~existing~~our ~~collaborations~~derivatives ~~with~~product suite, including the launch of cash-settled futures and options on a new index tracking 10 U.S&P.-listed ~~Dow~~large-cap ~~Jones~~stocks ~~Indices~~of ~~with~~technology ~~plans~~and togrowth-oriented ~~launch~~companies (the “Cboe Magnificent 10 Index”), continuous Bitcoin and Ether futures, Cboe FTSE Bitcoin Index Futures, and options on the S&P 500 ~~Constituent~~Equal ~~Volatility~~Weight Index.

•~~Drove~~Expanded ~~FTSE~~retail ~~Russell~~access ~~innovation in digital asset derivatives and~~ with ~~MSCI~~the tolaunch ~~offer~~of ~~new~~a ~~index~~Pan-European ~~options~~Best Bid and ~~volatility~~Offer ~~indices~~trading solution.

•~~Worked~~Expanded todedicated ~~expand~~cores ~~retail~~technology ~~access~~offering tointernationally, ~~index~~enhancing ~~options~~order processing performance and reliability for participants across our global markets.

•~~Introduced~~Advanced ~~dedicated~~cloud-based ~~cores~~data inaccess ~~our~~with ~~equities~~the ~~markets~~launch of index datasets.

•~~Built~~Completed ~~out~~key ~~our~~migrations, ~~technology~~including ~~offerings~~the intransition ~~each~~ of ~~the~~Cboe ~~U.S.~~Digital Exchange futures to CFE and ~~our~~the ~~international~~migration ~~markets~~of Cboe Canada’s technology platform.

•~~Introduced~~Unveiled a ~~central~~new ~~counterparty~~brand ~~clearing~~for ~~service~~our ~~for~~exchange ~~European~~technology ~~SFT~~platform, Cboe Titanium.

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•Continued to expand our geographic footprint with a minority stake in Japannext Co., Ltd.

•Reallocated technology resources from integration efforts to organic revenue opportunities.

•Realigned the digital asset business to leverage our core strengths in derivatives, technology and product innovation.

Derivatives Markets

We are one of the largest U.S. derivatives market operators, operating four options markets, Cboe Options, BZX Options, EDGX Options and C2 Options, ~~operating~~and a futures market, CFE~~, as well as operating a pan-European derivatives market, Cboe Europe Derivatives (“CEDX”)~~. The key products traded on our derivatives markets are proprietary products, including our flagship products SPX options and VIX options and futures, and multi-listed products.

Our U.S. derivatives options market, Cboe Options, is a hybrid market combining open outcry floor trading with electronic trading. For multi-listed products, depending on the product, we utilize public customer priority, market turner, participation rights, and pro-rata allocation market models, as well as the “classic” pricing model (known as payment for order flow). For proprietary products, we use price-time or pro-rata allocation, alongside public customer priority in certain instances, and market turner, combined with a pricing model where all market participants generally pay fees. Our other three options markets, BZX, EDGX and C2, are fully electronic and utilize a mix of price-time, customer priority, participation rights, pro-rata allocation, maker-taker, and classic pricing market models.

CFE’s U.S. derivatives futures market, which is fully electronic, utilizes a price-time market model, combined with a pricing model where all market participants generally pay fees, subject to specified exceptions.

CEDX, which is fully electronic, utilizes a pro-rata allocation market model.

Proprietary Products

We are a leader in the volatility space with the volatility-based proprietary products we offer for trading. These volatility-based proprietary products are built through Cboe Labs, a dedicated team centered on the creation, development, and implementation of new ideas and our strategic relationships and license agreements with index providers, ~~which~~including ~~are~~S&P ~~both~~Dow ~~described~~Jones ~~below~~Indices in(“S&P”) ~~further~~and ~~detail~~the Frank Russell Company and FTSE International Limited (together “FTSE Russell”). We offer proprietary products on our proprietary indices and indices owned by other index providers. Our most frequently traded proprietary products include SPX options and VIX options and futures.

We hold exclusive U.S. rights to list options on the S&P 500 Index, S&P 100 Index, S&P 500 ESG Index, and S&P Select Sector Indices. Our license with S&P extends through December 31, 2033, with exclusive rights to trade S&P 500 Index options through December 31, 2032. We use the market data from the trading of options on the S&P 500 Index, S&P 100 Index, the Russell 2000 Index and other indices for the creation of proprietary Cboe volatility indices, variance

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indicators, and BuyWrite Indices (including the Cboe Volatility Index (“VIX Index”)), and to create tradable products on such indices.

SPX Options

The S&P 500 Index is an index comprised of 500 large-cap U.S. listed companies. It is one of the most commonly followed indices and is considered a bellwether for the U.S. economy. The SPX options we offer on the S&P 500 Index are exclusive to Cboe and contribute substantially to our volumes and transaction fee revenues. Because of the S&P 500 Index’s status as a bellwether, SPX options are used in many different trading strategies by customers with different goals, including pension funds hedging their equity exposure by buying put options, asset managers seeking enhanced returns by selling covered call options, and hedge funds using risk-managed strategies to capture so-called “risk premia” embedded in option prices. We also offer zero days to expiry (0-DTE) products, Long Term Equity AnticiPation Securities (LEAPs), Mini- and ~~Nano~~NANO-SPX options, FLEX- and FLEX micro-SPX options, and SPX Weeklys options, which have settlements on Mondays, Tuesdays, Wednesdays, Thursdays, Fridays, and on the last trading day of each month and nearly 24x5 trading in SPX options. We believe these additional expirations provide customers with more precision when hedging overall portfolio risk.

Volatility Trading

Cboe pioneered the trading of exchange-traded volatility products with its introduction of VIX futures in 2004 and VIX options in 2006. The VIX Index ~~(as defined below)~~, although not directly tradable, is based on the mid-point of real-time quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility. The VIX Index methodology provides the basis for the creation of VIX options and futures. The final settlement value of VIX options and futures is determined on their expiration date through a Special Opening Quotation (“SOQ”) of the VIX Index. The SOQ calculation uses opening trade prices of selected options; unless there is no opening price, in which case the opening price used in the SOQ calculation is the midpoint of the highest bid and lowest offer at the time of the opening. Since we started offering these products, we have seen trading from a number of different customer segments utilizing a number of different trading strategies, including hedging extreme stock market declines, also known as “tail risk” hedging, and risk-managed strategies that seek to capture the relative price changes of expected volatility at different times in the future.

To help investors better manage market volatility, we also offer the ~~1-Day Volatility Index (~~VIX1D), the U.S. Treasury Market Volatility Index (VIXTLT), VIX Weeklys options and futures, mini VIX futures, nearly 24x5 trading in VIX options and futures, Cboe S&P 500 Variance Futures, and Options on VIX futures.

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Proprietary Indices

We also calculate and disseminate proprietary indices that are licensed for use by third parties or are used as the basis for Cboe proprietary products. These proprietary indices are built through our in-house Cboe Labs research and development and Cboe Data Vantage business teams, often in connection with our strategic relationships and license agreements with index providers~~, which are both described below in further detail~~. Our proprietary indices include:

•volatility indices based on broad-based market indices, such as the S&P 500 and the Russell 2000, ;

•volatility indices based on ETFs,;

•indices based on Bitcoin ETFs~~, and~~;

•~~options strategy benchmark indices, such as~~ the Cboe ~~BuyWrite,~~Magnificent ~~PutWrite,~~10 ~~and~~Index; ~~Collar indices based on the S&P 500~~ and ~~Russell 2000, BuyWrite and PutWrite indices based on MSCI EAFE and MSCI Emerging Markets indices, and BuyWrite indices based on other broad-based market indices.~~

In•options ~~addition~~strategy tobenchmark ~~any transaction fee revenue generated from trading of products based on these~~ indices ~~on Cboe exchanges~~, wesuch ~~distribute~~as ~~these indices through~~ the Cboe ~~Global Index Feed index data subscription service and~~BuyWrite, ~~together with index providers with whom we have strategic relationships~~PutWrite, weand ~~license~~Collar ~~proprietary~~ indices ~~for~~based ~~third~~on ~~parties~~the toS&P ~~use~~500 toand ~~create~~Russell ~~third-party~~2000 ~~indices~~ and ~~products.~~BuyWrite ~~Accordingly, we generate revenue from proprietary~~ indices bybased ~~distributing~~on ~~them~~other ~~for reference purposes, using them as the basis for proprietary products and licensing them for use for third~~broad-~~party~~based ~~indices~~market ~~and products~~indices.

~~Index~~In ~~Provider~~addition ~~Relationships~~to any transaction fee revenue generated from trading of products based on these indices on Cboe exchanges, we distribute these indices through the Cboe Global Indices Feed (“CGIF”) data subscription service and a third-party cloud-native data platform and, together with index providers with whom we have strategic relationships, we license proprietary indices for third parties to use to create third-party indices and products. Accordingly, we generate revenue from proprietary indices by distributing them for reference purposes, using them as the basis for proprietary products and licensing them for use for third-party indices and products.

The Company has long-term business relationships with several providers of market indices. We license their indices, including on an exclusive basis, as the foundation for indices, index options and other products. The Company also has agreements in place to work jointly with key providers to develop new indices and products and services that are expected to capitalize on our core competencies and diversify our sources of revenue. Of particular note are the following: 10

•S&P Dow Jones Indices (“S&P”). We have the following licensing arrangements with S&P:

◦S&P Indices. We have the exclusive right to offer exchange-listed options contracts in the United States on the S&P 500 Index, the S&P 100 Index, the S&P 500 ESG Index, and the S&P Select Sector Indices as a result of a licensing arrangement with S&P. Our license from S&P is through December 31, 2033, with an exclusive license to trade options on the S&P 500 Index through December 31, 2032. We use the market data from the trading of options on the S&P 500 Index and S&P 100 Index for the creation of Cboe volatility indices, such as the Cboe Volatility Index (“VIX Index”), and to create tradable products on those volatility indices.

◦Markit Indices. We have a worldwide license through August 22, 2025 to offer futures, options, and options on futures on indices designed to reflect values of investment grade and high-yield U.S. corporate bonds. Unless either party elects otherwise, this agreement auto-renews for successive two-year periods. Pursuant to our license, we offer futures and options on futures on high yield and investment grade corporate bond indices.

◦Dow Jones Indices. We have the exclusive right during standard U.S. trading hours to offer listed options contracts in the United States on the Dow Jones Industrial Average and Dow 10 Index, and non-exclusive rights to offer listed options on several other Dow Jones indices including the Dow Jones Utilities Average and Dow Jones Transportation Average. This licensing arrangement extends through December 31, 2033. We use market data from the trading of options on these indices to create Cboe volatility indices, variance indicators and BuyWrite indices, and we trade options and other products on these indices.

•FTSE Russell. Under our license agreement with the London Stock Exchange Group’s (“LSEG”) leading global index franchises, Frank Russell Company and FTSE International Limited (together “FTSE Russell”), we have the exclusive or first right in the United States to offer listed options on more than two dozen FTSE Russell indices, which represent a diverse group of domestic and global equities with international appeal. Our exclusive license from FTSE Russell is through April 1, 2030. We offer options on the Russell 2000, Russell 1000, Russell 1000 Value and Russell 1000 Growth indices and mini-options on the Russell 2000 Index.

•MSCI. We have an agreement with MSCI Inc. (“MSCI”) in which we have the right to offer U.S.-listed options on several of MSCI’s indices including the MSCI EAFE, MSCI Emerging Markets, MSCI World, MSCI ACWI, and MSCI USA indices. The agreement term extends until December 31, 2031, but our license to list options on the MSCI indices contained in the agreement could expire on September 30, 2026 if either party elects not to extend. We use

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market data from the trading of the MSCI EAFE and MSCI Emerging Markets index options (among other inputs) to calculate volatility indices and several versions of BuyWrite and PutWrite strategy indices.

Cboe Data Vantage

The Cboe Data Vantage business provides an offering of market data and information solutions products across multiple asset classes and geographic regions that are designed to suit our customers’ diverse needs. The Cboe Data Vantage business consists of three product groups:

•Market Data and Access Services. Data products include real-time depth of book quotation information, auction and complex option information, top of book quotes and trades, last sale information, and consolidated equity feeds. Our market data offerings include proprietary data derived from our derivatives and cash and spot markets as well as data relating to Cboe’s proprietary products, such as VIX futures. In addition to market data, access services include all access and capacity products including connectivity, terminal and other equipment rights, maintenance services, trading floor space, permits for the opportunity to trade, and telecommunications services.

•Cboe Global Indices. Services include index creation, calculation, licensing, and data dissemination. ~~In addition to index data dissemination through the Cboe Global Indices Feed~~ (~~"CGIF")~~including ~~platform, we distribute real-time cryptocurrency prices and~~ indicative net asset values). See above for additional information regarding our proprietary indices.

•Risk and Market Analytics. Services include analytics and historical data with ~~three~~a ~~areas~~focus ofon ~~focus:~~data and market analytics, front-end platforms, including Cboe Silexx, LiveVol Pro, FT Options and Trade Alert, and connectivity services, including FIX Order Routing, Trade Drop Copy Network, CAT reporting, and broker connectivity.

◦Data and Market Analytics. Services include aggregated equity and derivative market statistics, theoretical values, trading indicators, portfolio and margin risk, scenarios, and historical data from Cboe’s markets as well as third-party consolidated data.

◦Front-End Platforms. Cboe provides multiple trading solutions and services including Cboe Silexx, LiveVol Pro, FT Options, and Trade Alert.

◦Connectivity. Services include FIX Order Routing, Trade Drop Copy Network, Consolidated Audit Trail (“CAT”) reporting, and broker connectivity.

We provide data services to market participants globally through a number of distribution channels including direct, via our vendor partners and Cboe Global Cloud, which is our global cloud data distribution service.

U.S. Tape Plans

We also derive a portion of our revenue from market data fees from U.S. tape plans, including Unlisted Trading Privileges (“UTPs”), the Consolidated Tape Association (“CTA”), and OPRA. Fees, net of plan costs, from UTP, CTA, and OPRA are allocated and distributed to plan participants like us according to their share of tape fees based on a formula, required by Regulation NMS, which may take into account both trading and quoting activity.

Cash and Spot Markets

We are one of the largest equities market operators, operating four U.S. equities exchanges, international exchanges in Europe, Canada, ~~Japan~~ and Australia, as well as a number of alternative trading systems and an FX platform.

Our four U.S. equities exchanges, BZX, EDGX, BYX and EDGA, which are fully electronic, operate various market and pricing models including price-time, and price-time with retail priority, as well as various pricing models, including maker-taker and taker-maker fee structures. In addition to these market models, each of the U.S. equity exchanges provides numerous specific order types that are designed to enhance their respective market models.

BIDS Trading, the U.S. equities ATS market, which is fully electronic ~~and is an independently managed and operated trading venue~~, ~~separate from and not integrated with the Exchanges,~~ utilizes a sponsored access model to provide anonymous executions in NMS stocks. Cboe and BIDS Trading collaborate in operating similar venues with our cash and spot markets in ~~Australia,~~ Canada, ~~Europe,~~ and ~~Japan~~Europe.

Our fully electronic Canadian securities exchange, Cboe Canada Inc., offers four order books, NEO-L, NEO-N, NEO-D, and MATCHNow, which operate various market models including maker-taker, taker-maker, large order priority, and frequent call matches with continuous execution opportunities, among others.

In Europe, we operate a number of market models, including continuous Lit ~~orderbooks~~order books, periodic auction ~~orderbooks~~order books, dark midpoint ~~orderbooks~~order books, a post-closing cross, as well as two BIDS Europe ~~orderbooks~~order books.

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Cboe Australia is a regulated stock exchange that is fully electronic. Cboe Australia utilizes a model that charges a different ad valorem fee rate depending on whether a participant is making or taking liquidity.

The Cboe ~~Japan~~FX ~~offers~~platform ~~two~~provides ~~fully~~institutional ~~electronic~~FX ~~displayed~~trading ~~markets,~~services ~~Cboe-Alpha~~ and ~~Cboe-Select.~~utilizes ~~Cboe~~a ~~Japan~~price-firmness-time ~~also~~priority ~~offers~~market ~~two~~model. ~~fully~~For ~~electronic~~our ~~non-displayed~~FX NDF markets, Cboe~~-Match,~~ ~~which~~SEF ~~matches~~utilizes ~~VWAP~~a ~~orders~~price-firmness-time ~~during~~priority ~~pre-~~market ~~hours~~model. ~~and~~ Cboe ~~BIDS~~Fixed ~~Japan,~~Income ~~which~~operates ~~utilizes~~an aelectronic ~~price-time~~trading ~~market~~platform ~~model~~for ~~aiming~~U.S. ~~for~~government ~~primary~~securities, ~~market~~utilizing ~~mid~~a price-~~point~~firmness-time ~~trades~~priority market model.

The Cboe FX platform provides institutional FX trading services and utilizes a price-firmness-time priority market model. For our FX NDF markets, Cboe SEF utilizes a price-firmness-time priority market model.

Listing

Cboe operates five listing venues across the globe that are structured and designed, in the U.S. and Canada, for all types of equity instruments, such as ETPs, corporate securities, warrants, and depositary receipts, while in the UK and European Union ("EU") they support ETPs only. In Australia, both ETPs and warrants are supported. Over the course of ~~2024~~2025, Cboe added approximately ~~730~~1,438 listings across the globe and had approximately 2,~~460~~952 listings as of December 31, ~~2024~~2025. Cboe also offers intralisting on its different equities markets through Cboe Global Listings, the first-of-its-kind, global listing network facilitating worldwide access to capital and secondary liquidity for companies and ETFs.

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Clearing

Our subsidiary Cboe Clear Europe, a European central counterparty (“CCP”), provides post-trade clearing services, to stock exchanges, multilateral trading facilities and for over-the-counter equities trades and exchange-traded derivatives trades. Cboe Clear Europe acts as a central counterparty that, for its clearing ~~participants~~members, becomes the buyer to every seller and the seller to every buyer. As a result, it guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. Additionally, as a Financial Market Infrastructure, Cboe Clear Europe is subject to strict business continuity requirements and regulatory oversight. Cboe Clear Europe clears equities and equity like instruments traded on 47 European trading segments. Cboe Clear Europe also clears equity derivative instruments traded on Cboe NL. ~~In 2024~~Additionally, Cboe Clear Europe ~~provided~~clears ~~CCP~~SFTs ~~protection for an average of €49 billion of cleared value on a daily basis. Through the process of netting,~~ in ~~2024,~~cash ~~Cboe~~equities ~~Clear~~and ~~Europe eliminated 70%, or €34 billion of the average daily cleared value, leaving an average daily settlement value of €15 billion~~ETFs. In ~~2023~~2025, Cboe Clear Europe provided CCP protection for an average of €4469 billion of cleared value on a daily basis. Through the process of netting, in ~~2023~~2025, Cboe Clear Europe eliminated 7173%, or €3150 billion of the average daily cleared value, leaving an average daily settlement value of €1319 billion. ~~As of November 25, 2024, Cboe Clear Europe also launched a first-of-its-kind service for SFT in cash equities and ETFs, which includes central clearing, settlement and post-trade lifecycle management.~~

Cboe Clear U.S. is a CFTC-registered derivatives clearing organization (“DCO”) that provides clearing and settlement offor ~~cash-settled~~a ~~margin~~number ~~Bitcoin~~of ~~and~~CFE ~~Ether~~products, ~~futures~~including ~~contracts~~financially ~~for~~settled ~~its~~and ~~affiliate,~~continuous ~~Cboe~~futures ~~Digital~~on ~~Exchange~~Bitcoin and Ether.

Customers

Our customers generally include financial institutions, trading platforms, institutional and individual investors, and professional traders. Our equities and options customers in the United States include trading permit holders and members (as applicable) of Cboe Options, C2, BZX, BYX, EDGX, and EDGA, which are SEC-registered broker-dealers, and the customers of those broker-dealers. Our Canadian equities customers include members of Cboe Canada Inc., which are Canadian registered investment dealers. Our Australian customers include trading participants of Cboe Australia, which are Australian registered investment dealers, and certain clients of those dealers. Our ~~Japanese customers include participants of Cboe-Alpha, Cboe-Select, Cboe-Match and Cboe BIDS Japan, which are Japanese registered broker-dealers, and certain clients of those dealers. Our~~ ATS equities participants in the United States include subscribers of BIDS Trading, which are SEC-registered broker-dealers, and certain customers of those broker-dealers. Our futures customers include banks, futures commission merchants and their customers, hedge funds, asset managers, proprietary trading firms, and Commodity Trading Advisors. Similarly, our equities customers in Europe are EU regulated brokerage and proprietary trading firms, as well as sponsored access clients of these brokerage firms and certain non-EU regulated and unregulated direct access participants. Cboe Clear Europe clearing ~~participants~~members include EEA regulated banks and brokerage trading firms. Our institutional global FX customers include banks, broker-dealers, hedge funds, asset managers, proprietary trading firms, Commodity Trading Advisors, and corporates. Our Cboe Fixed Income customers include SEC-registered broker-dealers that are members of the Depository Trust and Clearing Corporation’s (“DTCC”) Fixed Income Clearing Corporation (“FICC”), participating in the institutional inter-dealer market for U.S. government securities. Access to our markets and trading rights and privileges depend upon the nature of the customer, such as whether the individual or firm is (or is eligible to become) a trading permit holder, trading privilege holder, member, participant, or subscriber of one of our markets. For information regarding risks related to our customers see “Risk Factors.”

Competition

The industry in which we operate is intensely competitive. We believe we face competition on a number of factors, including:

•price, quality, and speed of our trade and clearing execution;

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•functionality and ease of use of our trading and clearing platforms;

•reliability, integrity, depth of book, liquidity, range, and functionality of our products and services;

•integrity of our marketplaces;

•technological innovation and adoption;

•new product development;

•our brand awareness; and

•our reputation.

We believe that we compete favorably with respect to these factors through a variety of methods, including:

•offering access to a broad array of products and services, including proprietary products and market data;

•offering a variety of new products and services and focusing on product innovation;

•offering fee schedules and pricing models that both attract order flow and provide incentives to liquidity providers;

•providing advanced technology that offers broad functionality, low latency, fast execution, ease of use, scalability, reliability, and security;

•offering efficient, transparent, and liquid marketplaces;

•offering deep and liquid markets with opportunities for price improvement;

•offering broad trading platform access in the EU;

•offering efficient and transparent clearing services designed to help maximize netting opportunities;

•maintaining close relationships with customers; and

•providing customers with a comprehensive source of information on options and ETPs as well as extensive options education.

In our proprietary products, we compete against other futures exchanges and swap execution facilities that offer similar products, as well as against financial market participants that offer similar over-the-counter derivatives. We also compete against certain multi-listed options products, such as SPY options and cash settled index options, which may offer similar market exposure of our proprietary products, such as SPX options.12

~~The~~Table ~~listed options industry is extremely competitive. As~~ of December 31, 2024, our four options exchanges compete with 14 other U.S. options exchanges, in large part due to existing exchange holding companies opening new exchanges that offer different markets and pricing models on existing technology. Most of the equity and ETP options listed and traded on our exchanges are also listed and traded on the other exchanges. In addition, the options exchanges that we compete with set fees and rebates to attract multi-listed options business to their exchanges, which has historically reduced the net revenue per contract that we generate from multi-listed options, and the options exchanges that we compete with structure their options businesses in partnership with established market participants, such as consolidators, and other order flow providers, to increase their volume traded.Contents

~~Our~~In ~~U.S.~~our ~~equities~~proprietary ~~and~~products, ~~the~~we ~~BIDS Trading ATS~~ compete against 12 other ~~equities~~futures exchanges ~~as of December 31, 2024,~~ and ~~over~~swap ~~25 other ATSs and single dealer platforms. Market participants have multiple venues for the~~ execution offacilities ~~orders, including national securities exchanges and numerous off-exchange venues, including other ATSs and broker-dealers~~ that ~~internalize~~offer ~~orders~~similar ~~off-exchange. Additionally~~products, ~~corporate~~as ~~and~~well ~~ETP~~as ~~issuers~~against ~~have~~financial ~~multiple~~market ~~venues~~participants ~~they~~that ~~can~~offer ~~choose~~similar ~~from in~~ over-the-counter ~~listing of their products~~derivatives. InWe ~~Canada,~~also ~~our~~compete ~~recognized~~against ~~Canadian~~certain ~~securities~~multi-listed ~~exchange,~~options ~~Cboe Canada Inc.~~products, ~~competes~~such ~~with~~as ~~several~~SPY ~~Canadian~~options ~~exchanges~~ and ~~ATSs.~~cash Insettled ~~Australia,~~index ~~our exchange~~options, ~~Cboe~~and ~~Australia,~~certain ~~competes~~event ~~with~~prediction ~~other~~markets, ~~Australian~~which ~~exchanges~~may ~~and~~offer ~~crossing~~similar ~~systems.~~market Inexposure ~~Japan,~~of our ~~equities~~proprietary ~~exchanges and PTSs~~products, ~~compete~~such ~~with~~as ~~several~~SPX ~~Japanese exchanges and other PTSs~~options.

The listed options industry is extremely competitive. As of December 31, 2025, our four options exchanges compete with 14 other U.S. options exchanges, in large part due to existing exchange holding companies opening new exchanges that offer different markets and pricing models on existing technology. The Company anticipates that two additional U.S. options exchanges will come to market in the first half of 2026. Most of the equity and ETP options listed and traded on our exchanges are also listed and traded on the other exchanges. In addition, the options exchanges that we compete with set fees and rebates to attract multi-listed options business to their exchanges, which has historically reduced the net revenue per contract that we generate from multi-listed options, and the options exchanges that we compete with structure their options businesses in partnership with established market participants, such as consolidators, and other order flow providers, to increase their volume traded.

Our U.S. equities and the BIDS Trading ATS compete against 13 other equities exchanges as of December 31, 2025, and over 25 other ATSs and single dealer platforms. Market participants have multiple venues for the execution of orders, including national securities exchanges and numerous off-exchange venues, including other ATSs and broker-dealers that internalize orders off-exchange. Additionally, corporate and ETP issuers have multiple venues they can choose from in the listing of their products. In Canada, our recognized Canadian securities exchange, Cboe Canada, competes with several Canadian exchanges and ATSs. In Australia, our exchange, Cboe Australia, competes with other Australian exchanges, listing markets, and crossing systems.

The market for execution and clearing services in Europe became more competitive following the introduction of MiFID II and the Regulation on Markets in Financial Instruments (Regulation (EU) No 600/2014) (“MiFIR”). Our major competitors in Europe include national stock exchanges, other pan-European MTFs, systematic internalizers, and other European clearinghouses.

The global FX market remains severely fragmented, with transparent automated marketplaces such as Cboe FX challenging a small number of similarly situated competitors. While the global FX market has experienced a shift from competing interbank platforms to electronic communication networks ("ECNs"), the electronification of the spot and NDF FX market may encounter resistance from customers that still prefer to utilize the phone, instant chats, terminals and key banking relationships for price discovery and trading. Furthermore, levels of electronification of the FX market have remained relatively static. The electronic spot FX market is also intensely competitive, with ~~over~~numerous 10 other venues competing for market share as of December 31, ~~2024~~2025. ~~Cboe measures and reports on market share against a narrower set of competitors, included in those venues.~~

In addition, Cboe Data Vantage faces competition from other securities exchanges, technology companies, third-party market data providers, and information and software vendors, which have their own substantial market data distribution capabilities that serve as alternative means for receiving open market data feeds instead of connecting directly to our exchanges or trading venues. The sale of our proprietary data products is also under competitive threat from ATSs and trading venues that offer similar products. Distributors and consumers of our market data may also use our market data as an input into a product that competes against one of our traded or cleared products.

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Technology

Cboe's Trading Technology

The trading platform for our equities, options, and futures markets is built upon our Cboe Titanium technology platform. It is developed, owned, and operated in-house and is designed to optimize reliability, speed, scalability, and versatility. Using common protocols and features, Cboe’s unified Cboe Titanium technology platform is ~~designed~~a tohigh-performance, ~~offer~~globally ~~customers~~consistent, anand ~~efficient,~~locally ~~consistent~~optimized ~~experience~~exchange ~~regardless~~platform ofdesigned ~~where~~to ~~they~~support ~~are~~Cboe’s intrading ~~the~~operations ~~world~~across options, futures, and equities markets worldwide. Our exchanges provide different market models, appealing to different user bases, and the trading technologies support all of them. Further, the technologies are designed to support many specialized features for each of the markets, such as: dark pools, trade reporting facility, systematic internalizer, Large-in-Scale, smart order routing, FLEX options, 24x5 trading, and hybrid trading (combining electronic and open outcry). In addition, Cboe and its applicable subsidiaries operate separate trading and/or clearing platforms, as applicable, for BIDS Trading, ~~certain~~ Cboe ~~Canada Inc. order books, Cboe Digital Exchange, Cboe~~ Clear U.S., Cboe Clear Europe, and Cboe FX.

Our trading platforms have generally experienced very low operational downtime and low latency. We have undertaken significant efforts to upgrade our Cboe Titanium technology platform to help meet increased performance and capacity requirements and help ensure competitiveness, support growth, and advance a consistent world class platform globally. The trading platforms use readily available hardware, thereby minimizing capital outlays required for each new market entry. Also, in order to continue to implement new enhancements to our trading platforms, new releases of software are generally deployed routinely in all of the applicable markets.

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Disaster Recovery

We operate and maintain geographically diverse disaster recovery facilities for all of our markets. We expect that, in certain instances, the disaster recovery facilities can be up and running in a short period of time and in certain instances we may also work with our market participants to try to quickly reopen marketplaces. We regularly test our data center recovery plans and periodically carry out weekend tests using our back-up data centers, as well as an annual test with our U.S. trading participants. Cboe Canada ~~Inc.~~, as required by local regulations, conducts internal testing of its disaster recovery data processing capabilities at least annually, and participates in the bi-annual testing coordinated by CIRO. Cboe Australia ~~and~~conducts ~~Cboe Japan conduct~~ internal testing of ~~their~~its disaster recovery data processing capabilities at least annually. In Europe, we also regularly test our data center recovery plans and periodically carry out weekend tests which use our back-up data center, as well as an annual test with our European trading participants. We continue to work to improve both the availability of our technology and our disaster recovery facilities.

Emerging Technologies

We are ~~exploring~~currently ~~the~~utilizing ~~potential~~certain ~~use of new~~ technologies, such as artificial intelligence (“AI”) and the cloud, in limited capacities, including using AI to improve internal processes such as code development, documentation, and operational efficiency, and we continue to explore the potential use of other new technologies, such as machine learning, blockchain, distributed ledger technology, tokenization, quantum computing, ~~the~~atomic ~~cloud~~settlement, and other emerging technologies to potentially help drive new products, increase productivity, improve our self-regulatory oversight responsibilities, and increase automation of tasks.

Routing and Clearing

OCC is the sole provider of clearing on all of our U.S. options exchanges. ~~and~~OCC also provides clearing for a number of CFE products, including VIX futures. National Securities Clearing Corporation (“NSCC”), a subsidiary of the ~~Depository Trust and Clearing Corporation (“DTC”)~~DTCC, is the sole provider of clearing on our U.S. listed equity exchanges. The Canadian Depository for Securities (“CDS”) is the sole provider of clearing on all equities transactions occurring on Cboe Canada ~~Inc~~. With respect to Australian equities and derivatives, Cboe Australia delivers matched trades of its customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia. The Japan Securities Clearing Corporation (“JSCC”) is the sole provider of clearing on all equities transactions occurring on Cboe Japan’s Cboe-Alpha, Cboe-Select, Cboe-Match and Cboe BIDS Japan. BofA Securities, Inc. (“BOA”) is the sole provider of clearing on all equities transactions occurring on BIDS Trading. Cboe Europe Equities relies on LCH Limited and LCH SA (“LCH”), Cboe Clear Europe, and SIX x-clear Ltd (“SIX x-clear”) to clear trades in ~~European listed equity securities and~~ exchange traded products as part of an interoperable clearing model. ~~For~~Prior ~~derivatives~~to the wind down of CEDX in 2026, Cboe NL ~~relies~~relied on Cboe Clear Europe to clear both index and single stock derivative contracts traded on CEDX. With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use ABN AMRO Clearing USA LLC ("ABN") and/or Mirae Asset Securities (USA) Inc. ("Mirae") to deliver matched trades to the Fixed Income Clearing Corporation ("FICC") Government Securities Division ("GSD"),. ~~which~~FICC GSD acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades. For SFT in cash equities and ETFs, Cboe Clear Europe provides central clearing, settlement, and post-trade lifecycle management. Cboe Clear U.S. isprovides ~~the sole provider of~~ clearing ~~and~~for ~~settlement~~a number of ~~all~~CFE ~~digital~~products, ~~asset~~including ~~transactions~~financially ~~occurring on Cboe Digital Exchange in cash-~~settled ~~margin~~and continuous futures on Bitcoin and Ether.

Cboe Trading is a routing broker-dealer used by our four U.S. equities exchanges and our four U.S. options exchanges, including the electronic platform portion of Cboe Options. Cboe Trading’s routing and clearing firms are Wedbush Securities, Inc. (“Wedbush”), ~~and~~ Morgan Stanley & Co. LLC (“Morgan Stanley”), The Goldman Sachs Group, Inc. ("Goldman Sachs"), Wolverine Execution Services, LLC ("Wolverine"), and BOA.

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Digital Assets and Recent Developments

Cboe Digital is an operator of a CFTC-regulated futures exchange (Cboe Digital Exchange) and a CFTC-regulated clearinghouse (Cboe Clear U.S.). Prior to May 31, 2024, Cboe Digital Exchange and Cboe Clear U.S. also operated a U.S.-based spot digital asset trading market (“Cboe Digital spot market”), but as of May 31, 2024, the Cboe Digital spot market is closed for all participant and trading purposes. Cboe Digital does not engage in proprietary trading activities and does not maintain a trading entity. Cboe Digital does not maintain any digital assets, does not itself trade digital assets, does not trade on its own exchange, and does not maintain an affiliate trading entity for purposes of trading, market making, or liquidity provision on its exchange. Cboe Clear U.S. maintains its own operating funds in separate bank accounts from its customer funds.

Regulatory Environment and Compliance

Various aspects of our business are subject to regulation by the SEC, CFTC, FINRA, various state regulators, CIRO, the Canadian Securities Administrators (and, in particular, the Ontario Securities Commission or “OSC”), the Australian Securities & Investments Commission (“ASIC”), JFSA, JSDA, ESMA, FCA, the Central Bank of the Netherlands (“DNB”), AFM, Bank of England, and other international regulatory authorities where our exchanges or Cboe Clear Europe may be authorized to act as foreign exchanges or provide clearing services, and market participants may be subject to regulation by the SEC, CFTC, FINRA, National Futures Association (“NFA”), FCA, Board of Governors of the Federal Reserve, U.S. Department of the Treasury, and/or foreign regulators.

Recent Developments

Laws and regulations regarding our business are frequently modified or changed to address perceived problems, new products, or competition or at the request of market participants. ~~In particular, both the SEC and CFTC will be under new leadership as part of the transition to President Trump's administration which adds additional uncertainty to the regulatory environment.~~ The following is a brief discussion of recent regulatory developments that may significantly impact our business.

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United States

Equity Market Structure

In December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information ("Rule 605"); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency (“Tick Size/Access Fee Cap”); (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. Each of these proposals ~~have~~has been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC. ~~and~~Rule ~~await~~605 ~~implementation~~is expected to be implemented in August 2026 while the Tick Size/Access Fee Cap proposals are expected to be implemented in November 2026. Rule 605 may result in increased technology and compliance costs to Cboe. The Tick Size/Access Fee Cap rule is also likely to result in increased technology and compliance costs to Cboe, as well as potential adverse impact to Cboe’s trading volume and transaction fee revenue. The SEC ~~has~~withdrew ~~yet~~its ~~to take any additional action on~~ Regulation Best Execution and Order Competition, ~~but~~proposals ifon ~~adopted~~June ~~as-is~~12, ~~these proposals could result in market technology changes and additional compliance costs to Cboe~~2025. ~~Further~~However, it is possible that additional proposals or changes to the existing equity market structure, such as potential changes to Regulation NMS Rule 611 (“Order Protection Rule”) could have a negative impact on our operations. In addition, bills are sometimes introduced in the U.S. Congress that also could potentially impact equity market structure and adversely impact our volumes and operations. See “Risk Factors” for more information.

Volume Based Pricing Proposal

On October 18, 2023, the SEC released a proposed rule that would impact the way in which volume based discounts are applied (“Volume Based Proposal”). If adopted as-is, this Volume Based Proposal would prohibit national securities exchanges, including Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, from offering volume-based transaction pricing in connection with the execution of agency or riskless principal orders in NMS stocks, and likely inhibit Cboe’s ability to attract liquidity and offer competitive pricing to differentiate Cboe from our competitor exchanges. Although the proposed new rules do not appear likely to have a potential near term material impact, the new rules, if adopted as-is, may have a long term material impact on our business, financial condition, and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA. See “Risk Factors” for more information.

Europe

OTC Derivatives, Central Counterparties and Trade Repositories

Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties and trade repositories (the “European Market Infrastructure Regulation” or “EMIR”) sets out rules relating to over-the-counter (“OTC”) derivatives markets, central counterparties, and trade repositories. EMIR was enhanced and amended by EMIR REFIT and EMIR 2.2. Most recent enhancements are from EMIR 3.0 which entered into force on December 24, 2024. To support EMIR 3.0, approximately sixteen non-legislative acts and guidance are being developed for adoption before coming into force in the next twelve to eighteen months and which may have a material adverse effect on our business, financial condition, and operating results.

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and amended by EMIR REFIT and EMIR 2.2. The final text on EMIR 3.0 entered into force on December 24, 2024. Further supporting regulatory technical standards are expected to be published over the course of 2025.

EU Transparency Rules

On November 11, 2021, the European Council (“"E.C.”") published its proposal for a review of EU market structure legislation, including proposed amendments to MiFIR and Directive 2014/65/EU on markets in financial instruments (“"MiFID II”"). The legislative phase of the review is now complete and revised MiFIR rules and Directive 2024/790/EU on markets in financial instruments came into effect on March 28, 2024., ~~The~~with ~~deadline~~Member ~~for~~State ~~transposing~~transposition ~~MiFID~~having IIbeen ~~amendments~~required isby September 29, 2025. The final text includes, among other provisions, provision for a consolidated tape for the EU, a ban on payment for order flow (effective June 30, 2026), replacement of the double volume cap with a single volume cap of 7% for trades executed under certain trade waivers (operational as of October 2025), and changes to the transparency regime for equities. These provisions ~~are~~have ~~expected~~been ~~to be~~ implemented ~~in the second half of 2025~~ through a number of ~~level~~Level 2 measures. ~~The~~developed ~~legislation~~by ESMA, asincluding ~~drafted,~~the ~~does~~selection ~~not~~of ~~appear~~consolidated ~~likely~~tape toproviders. ~~have~~The legislation has not had a material adverse effect on our business, financial condition, and operating results. However, there are review clauses contained in the legislation which provide a further opportunity to review the effectiveness of the transparency regime, at which point, potential changes may have a material adverse effect on our business, financial condition, and operating results. See “"Risk Factors”" for more information.

Compliance

U.S. Securities Industry

Federal securities laws have established a two-tiered system for the regulation of securities exchanges and market participants. The first tier consists of the SEC, which has primary responsibility for enforcing federal securities laws. The second tier consists of self-regulatory organizations (“SROs”), which are non-governmental entities that must register with and are regulated by the SEC. The Exchanges are SROs, each registered under Section 6 of the Exchange Act of 1934, as amended (“Exchange Act”) as a “national securities exchange,” and are subject to oversight by the SEC.

SROs are an essential component of the regulatory scheme of the Exchange Act for providing fair and orderly markets and protecting investors. To be registered as a national securities exchange, an exchange must successfully undergo an application and review process with the SEC prior to beginning operations. Among other things, the SEC must determine that the SRO has the ability to comply with the Exchange Act and to enforce compliance by its members and persons associated with its members with the provisions of the Exchange Act, the rules and regulations thereunder and the rules of the exchange.

In general, an exchange SRO is responsible for operating its trading platforms consistent with its rules, and regulating its members through the adoption and enforcement of rules governing the business conduct of its members. The rules of the exchange must also assure fair representation of its members in the selection of its directors and administration of its affairs and, among other things, provide that one or more directors be representative of issuers or investors and not be associated with a member of the exchange or with a broker or dealer. Additionally, the rules of the exchange must be adequate to ensure fair dealing and to protect investors and may not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.

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with a member of the exchange or with a broker or dealer. Additionally, the rules of the exchange must be adequate to ensure fair dealing and to protect investors and may not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.

As registered national securities exchanges, virtually all facets of our Exchange operations are subject to the SEC’s oversight, as prescribed by the Exchange Act. The Exchange Act and the rules thereunder impose on us many regulatory and operational responsibilities, including record keeping and the day-to-day responsibilities for market operations and broker-dealer oversight. Furthermore, as SROs, the Exchanges are potentially subject to regulatory or legal action by the SEC or other interested parties. The SEC also has broad enforcement powers to censure, fine, issue cease-and-desist orders, prohibit us from engaging in some of our businesses, suspend or revoke our designation as a registered securities exchange, or remove or censure any of our officers or directors who violate applicable laws or regulations. For example, in the past we have entered into consent orders with the SEC, under which our subsidiaries were censured, ordered to cease and desist from violating certain sections of the Exchange Act, paid fines, and completed certain undertakings.

As part of its regulatory oversight, the SEC conducts periodic reviews and inspections of exchanges, and the Exchanges have been subject to such routine reviews and inspections. To the extent such reviews and inspections result in regulatory or other changes, we may be required to modify the manner in which we conduct our business, which may adversely affect our business. We collect certain fees to cover Section 31 fees charged to the Exchanges by the SEC and certain fees derived from our regulatory function and fines in connection with our disciplinary proceedings. The Exchanges are responsible for the ultimate payment of Section 31 fees to the SEC. Additionally, under the rules of each of our exchanges, as required by the SEC, any revenue derived from the regulatory fees and fines cannot be used for non-regulatory purposes.

Section 19 of the Exchange Act also provides that we must submit to the SEC proposed changes to any of the Exchanges’ rules, including revisions of their certificates of incorporation, bylaws, or other governing documents of the SROs or their parent companies. The SEC will typically publish the proposal for public comment, following which the SEC may approve or disapprove the proposal, as it deems appropriate. Certain categories of rule changes, like fee changes, can be effective on filing, but the SEC retains the ability to suspend or reject such filings within a prescribed period of time.

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Canadian Securities Industry

Cboe Canada ~~Inc.~~ is subject to comprehensive regulation and oversight by its primary provincial securities regulatory authority, the OSC. In addition, Cboe Canada ~~Inc.~~ is a Marketplace Member of, and subject to a regulation services agreement with, CIRO. The regulations applicable to Cboe Canada ~~Inc.~~ cover a wide array of areas, including, but not limited to, marketplace operations (which include corporate governance, fair access, systems compliance and integrity, and conflict management requirements), trading rules, electronic trading risk management, and financial viability.

Australian Securities Industry

Cboe Australia is subject to comprehensive regulation and oversight by ASIC. The regulations applicable to Cboe Australia cover a wide array of areas, including, but not limited to, marketplace operations (which include corporate governance, fair access, systems compliance and integrity, and conflict management requirements), trading rules, electronic trading risk management, and financial viability.

Japanese Securities Industry

Cboe Japan is subject to comprehensive regulation and oversight by the JFSA and the JSDA. The regulations applicable to Cboe Japan cover a wide array of areas, including, but not limited to, marketplace operations (which include corporate governance, fair access, systems compliance and integrity, and conflict management requirements), trading rules, electronic trading risk management, and financial viability.

Futures and Swaps Industry-CFE and Cboe SEF

The operations of each of CFE and Cboe SEF are subject to regulation by the CFTC under the Commodity Exchange Act (“CEA”). The CEA generally requires that futures trading in the United States be conducted on a designated contract market (“DCM”) and, in some cases, requires swaps trading to be conducted on a swap execution facility (“SEF”) or ~~designated contract market (“~~DCM”). The CEA and CFTC regulations establish criteria for an exchange to be designated as a contract market on which futures and futures options contracts may be traded, and for a trading platform to be designated as a swap execution facility on which ~~certain~~ swaps may be traded. Designation as a contract market or swap execution facility ~~for~~is ~~the~~non-exclusive ~~trading~~with ofrespect ~~specified~~to ~~futures~~the orproducts ~~swaps~~traded ~~contracts~~on isthat ~~non-exclusive~~market. This means that the CFTC may permit additional exchanges or trading platforms to be contract markets or swap execution facilities for trading the same or similar contracts.

CFE is a ~~designated contract market~~DCM, and Cboe SEF is a swap execution facility, each of which is subject to the oversight of the CFTC and to a variety of ongoing regulatory and reporting responsibilities under the CEA. As a ~~designated contract market~~DCM, CFE is required to comply with the applicable core principles and regulations under the CEA, as is Cboe SEF as a swap execution facility. Each of CFE and Cboe SEF has surveillance and regulatory operations and procedures to monitor and enforce compliance by trading privilege holders with CFE rules, and by participants with Cboe SEF rules, as applicable. If CFE or Cboe SEF fails to comply with applicable laws, rules or regulations, it may be subject to: censure, fines, cease-and-desist orders, suspension of its business, and removal of personnel or other sanctions, including revocation of CFE’s designation as a contract market or Cboe SEF’s designation as a swap execution facility.

~~Digital Assets~~16

Cboe Digital Exchange is a CFTC-registered designated contract market, and Cboe Clear U.S. is a CFTC-registered derivatives clearing organization, each of which is subject to the oversight of the CFTC and to a variety of ongoing regulatory and reporting responsibilities under the CEA. As a designated contract market, Cboe Digital Exchange is required to comply with the applicable core principles and regulations under the CEA, as is Cboe Clear U.S. as a derivatives clearing organization. Each of Cboe Digital Exchange and Cboe Clear U.S. has surveillance and regulatory operations and procedures to monitor and enforce compliance by trading privilege holders with Cboe Digital Exchange rules, and by clearing members with Cboe Clear U.S. rules. If Cboe Digital Exchange or Cboe Clear U.S. fails to comply with applicable laws, rules or regulations, it may be subject to censure, fines, cease-and-desist orders, suspension of its business, removal of personnel or other sanctions, including revocation of Cboe Digital Exchange’s designation as a contract market or Cboe Clear U.S.’s designation as a derivatives clearing organization.

Cboe Clear U.S. has surrendered or is in the process of surrendering its money transmitter licenses in the states where such licenses or equivalent were required to conduct business in connection with the Cboe Digital spot market, which closed on May 31, 2024. In addition, Cboe Clear U.S. has surrendered its BitLicense from the New York Department of Financial Services (“NYDFS”).

Europe

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~~Authority,~~privilege holders with ~~three~~CFE ~~new bodies: The Financial Policy Committee (“FPC”)~~rules, ~~The Prudential Regulation Authority,~~ and ~~the~~by ~~FCA.~~participants ~~Financial~~with ~~conduct~~Cboe ofSEF ~~markets~~rules, ~~including~~as ~~activity~~applicable. ~~on,~~If ~~and~~CFE ~~the~~or ~~operation~~Cboe ~~of,~~SEF ~~markets~~fails isto ~~regulated~~comply bywith ~~the~~applicable ~~FCA~~laws, ~~which~~rules isor ~~an independent non-governmental body~~regulations, ~~given~~it ~~statutory~~may ~~powers~~be bysubject ~~the FSA12. The FCA has three statutory objectives~~to: tocensure, ~~secure~~fines, ancease-and-desist ~~appropriate~~orders, ~~degree~~suspension of ~~protection~~its ~~for~~business, ~~consumers; to protect~~ and ~~enhance~~removal ~~the integrity~~ of ~~the~~personnel UKor ~~financial~~other ~~system;~~sanctions, ~~and~~including torevocation ~~promote effective competition in the interests~~ of ~~consumers~~CFE’s indesignation ~~the~~as ~~markets~~a ~~for~~contract ~~financial~~market ~~services.~~or ~~The~~Cboe ~~FCA is accountable to His Majesty~~SEF’s ~~Treasury~~designation ~~Ministers~~as ~~and,~~a ~~through~~swap ~~them,~~execution ~~to Parliament~~facility.

Cboe Clear ~~Europe and Cboe NL are located in Amsterdam and subject to Dutch law and regulation~~U. ~~The current Dutch regulatory system was established by the Act on Financial Supervision~~S. Financial conduct of markets, including activity on, and the operation of, markets is regulated by the AFM. Financial conduct of CCPs, including clearing activity is regulated by the AFM and DNB. The AFM is an independent non-governmental body, given statutory powers by the Act on Financial Supervision. The AFM has three strategic objectives: to promote the fair and conscientious provision of financial services, to promote the fair and efficient operation of the capital markets, and to contribute to the stability of the financial system. The AFM is accountable to the Minister of Finance. The DNB is the Dutch central bank, financial sector supervisor and resolution authority. The DNB is committed to a stable financial system: stable prices, solid financial institutions, and properly functioning payment transfers. Cboe Clear Europe is recognized as a non-UK CCP in the United Kingdom, which allows it to provide services to UK Clearing Participants and UK trading venues. Cboe Clear Europe is also recognized as a foreign central counterparty in Switzerland, which allows it to provide services to Swiss Clearing Participants and SIX Swiss Exchange AG. Cboe NL is also subject to regulation by ESMA.

Much of the UK and Dutch financial services regulation originates from the EU. Such regulation includes organizational requirements, capital resources requirements and the specific requirements for RMs and MTFs and are applicable to both Cboe ~~Europe~~Clear ~~and Cboe NL~~U.S. ~~MiFID~~is IIa ~~and~~CFTC-registered ~~MiFIR~~DCO ~~set~~subject ~~out requirements for RMs and MTFs with respect~~ to the ~~establishment~~oversight of ~~transparent~~the ~~and~~CFTC ~~non-discretionary rules~~ and ~~procedures~~to ~~governing~~a ~~access~~variety ~~and~~of ~~for~~ongoing ~~fair~~regulatory and ~~orderly~~reporting ~~trading~~responsibilities ~~and~~under the ~~efficient~~CEA. ~~execution~~As ofa ~~orders~~DCO, asCboe ~~well~~Clear asU.S. tois ~~facilitate~~required ~~the~~to ~~efficient~~comply ~~settlement~~with ofthe ~~transactions~~applicable ~~conducted~~core onprinciples ~~RMs~~ and ~~MTFs~~regulations ~~and~~under ~~monitoring compliance with~~ the ~~rules~~CEA. ~~EMIR~~Cboe ~~governs~~Clear ~~the~~U.S. ~~CCPs~~has ~~operating~~surveillance inand ~~the~~regulatory EUoperations and ~~requires~~procedures ~~them~~ to ~~meet~~monitor ~~common risk management, governance~~ and ~~capital~~enforce ~~adequacy~~compliance ~~standards.~~by ~~The~~clearing ~~regulatory~~members ~~functions~~with ~~required of~~ Cboe ~~Europe~~Clear ~~Equities~~U.S. ~~and~~rules. ~~Derivatives,~~If ~~including~~ Cboe Clear ~~Europe~~U.S. ~~and~~fails ~~Cboe~~to ~~NL,~~comply bywith ~~MiFID~~applicable IIlaws, ~~MiFIR~~rules, ~~EMIR~~or regulations, ~~and~~it ~~other~~may ~~relevant~~be ~~legislation~~subject ~~and~~to ~~regulations~~censure, ~~are~~fines, ~~performed by in~~cease-~~house~~and-desist ~~staff.~~orders, ~~Cboe~~suspension ~~Europe~~of ~~Equities~~its ~~and~~business, ~~Derivatives~~removal ~~utilize the same state-~~of~~-the-art~~ personnel, ~~real-time~~or ~~surveillance~~other ~~system~~sanctions, ~~that~~including isrevocation ~~used~~of inCboe ~~the~~Clear U.S.’s todesignation ~~monitor~~as ~~trading~~a ~~and market activities on BZX, BYX, EDGA, and EDGX~~DCO. ~~Cboe Clear Europe utilizes proprietary risk management software to monitor settlement and funding flows.~~

Europe

Cboe Europe is located in London and is subject to regulation in the UK and to certain European regulations. The current UK regulatory system was established by the Financial Services Act 2012 (“FSA12”), which amended the Financial Services and Markets Act 2000. The legislation replaced the previous financial services regulator, the Financial Services Authority, with three new bodies: The Financial Policy Committee (“FPC”), The Prudential Regulation Authority, and the FCA. Financial conduct of markets, including activity on, and the operation of, markets is regulated by the FCA, which is an independent non-governmental body, given statutory powers by the FSA12. The FCA has three statutory objectives: to secure an appropriate degree of protection for consumers; to protect and enhance the integrity of the UK financial system; and to promote effective competition in the interests of consumers in the markets for financial services. The FCA is accountable to His Majesty’s Treasury Ministers and, through them, to Parliament.

Cboe Clear Europe and Cboe NL are located in Amsterdam and subject to Dutch law and regulation. The current Dutch regulatory system was established by the Act on Financial Supervision. Financial conduct of markets, including activity on, and the operation of, markets is regulated by the AFM. Financial conduct of CCPs, including clearing activity, is regulated by the AFM and DNB. The AFM is an independent non-governmental body, given statutory powers by the Act on Financial Supervision. The AFM has three strategic objectives: to promote the fair and conscientious provision of financial services, to promote the fair and efficient operation of the capital markets, and to contribute to the stability of the financial system. The AFM is accountable to the Minister of Finance. The DNB is the Dutch central bank, financial sector supervisor and resolution authority. The DNB is committed to a stable financial system: stable prices, solid financial institutions, and properly functioning payment transfers. Cboe Clear Europe is recognized as a non-UK CCP in the United Kingdom, which allows it to provide services to UK clearing members and UK trading venues. Cboe Clear Europe is also recognized as a foreign central counterparty in Switzerland, which allows it to provide services to Swiss clearing members and SIX Swiss Exchange AG. Cboe NL is also subject to regulation by ESMA.

Much of the UK and Dutch financial services regulation originates from the EU. Such regulation includes organizational requirements, capital resources requirements, and the specific requirements for RMs and MTFs and are applicable to both Cboe Europe and Cboe NL. MiFID II and MiFIR set out requirements for RMs and MTFs with respect to the establishment of transparent and non-discretionary rules and procedures governing access and for fair and orderly trading and the efficient execution of orders, as well as to facilitate the efficient settlement of transactions conducted on RMs and MTFs and monitoring compliance with the rules. EMIR governs the CCPs operating in the EU and requires them to meet common risk management, governance and capital adequacy standards. The regulatory functions required of Cboe Europe Equities and Derivatives, including Cboe Clear Europe and Cboe NL, by MiFID II, MiFIR, EMIR, and other relevant legislation and regulations are performed by in-house staff. Cboe Europe Equities and Derivatives utilize the same state-of-the-art, real-time surveillance system that is used in the U.S. to monitor trading and market activities on BZX, BYX, EDGA, and EDGX. Cboe Clear Europe utilizes proprietary risk management software to monitor settlement and funding flows.

Global FX

While the global institutional spot FX market remains largely unregulated, the enactment of the Dodd -Frank Act and its related regulations in the United States and the ongoing implementation of MiFID II and MiFIR in Europe have impacted the regulatory landscape for currency derivative products. For example, certain standardized currency derivative products are required to trade on an organized trading venue such as a SEF or DCM in the United States or on an MTF or organized trading facility in Europe. Moreover, even in the largely unregulated spot FX market, this movement towards additional trading standards and norms is highlighted by the publication of the FX Global Code in 2017 by the Global Foreign Exchange Committee, and re-affirmed in ~~2021~~2024, reflecting principles of good conduct for the wholesale FX market, and whose publication may lead to additional oversight in the global FX market. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Following the publication of the FX Global Code, regulators continue to take a closer look at the spot FX market, and any decision to impose new regulations may affect our spot FX business line.

~~Broker-Dealers~~17

Cboe Trading, BIDS Trading, and Cboe Fixed Income are registered broker-dealers regulated by the SEC, FINRA, other SROs of which they are members and various state securities regulators. Cboe Trading currently operates as a routing broker-dealer for sending orders from the Exchanges to other venues for execution, including routing orders among the Exchanges. Cboe Trading is considered a facility of each of the Exchanges and is subject to the rules of the Exchanges. The Exchanges are responsible for enforcing Cboe Trading’s compliance with their rules, including to ensure Cboe Trading is not given preferential treatment. BIDS Trading currently operates an ATS, which is designed to bring counterparties together to anonymously trade large blocks of U.S. equities. BIDS Trading is not a member of any of the U.S. national securities exchanges and is not subject to exchange rules. Cboe Fixed Income, a registered broker-dealer and member of FINRA, operates an electronic trading system for U.S. government securities targeted at the institutional inter-dealer market for trading on-the-run U.S. Treasury bonds and notes in the secondary OTC markets. Cboe Fixed Income’s participants are SEC registered broker-dealers that are members of The Depository Trust and Clearing Corporation’s Fixed Income Clearing Corporation.

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~~censures, fines, the issuance of cease and desist orders, or the suspension or expulsion of a broker~~Broker-dealer, its officers, or employees. The SEC and FINRA impose certain minimum capital requirement rules that require notification when a broker-dealer’s net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer, constrain the ability of a broker-dealer to expand its business under certain circumstances and impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital.Dealers

InCboe ~~addition~~Trading, ~~the~~BIDS ~~ATS~~Trading, ~~operated~~and Cboe Fixed Income are registered broker-dealers regulated by ~~BIDS~~the ~~Trading~~SEC, isFINRA, ~~not~~other aSROs ~~registered~~of ~~national~~which they are members, and various state securities ~~exchange~~regulators. orCboe aTrading ~~facility~~currently ~~thereof,~~operates as ~~such,~~a ~~Cboe~~routing ~~intends~~broker-dealer for sending orders from the Exchanges to ~~maintain~~other venues for execution, including routing orders among the ~~BIDS~~Exchanges. ~~ATS~~Cboe asTrading anis ~~independently~~considered ~~managed~~a ~~and~~facility ~~operated~~of ~~trading~~each ~~venue,~~of ~~separate~~the ~~from~~Exchanges and ~~not~~is ~~integrated~~subject ~~with~~to the rules of the Exchanges. The ~~Chief~~Exchanges ~~Executive~~are ~~Officer~~responsible for enforcing Cboe Trading’s compliance with their rules, including to ensure Cboe Trading is not given preferential treatment. BIDS Trading currently operates an ATS, which is designed to bring counterparties together to anonymously trade large blocks of U.S. equities. BIDS Trading is ~~expected~~not a member of any of the U.S. national securities exchanges and is not subject to ~~lead~~exchange rules. In addition, the ATS operated by BIDS Trading asis annot ~~independent~~a ~~business~~registered ~~within~~national securities exchange or a facility thereof. Cboe Fixed Income, ~~reporting~~a ~~into~~registered anbroker-dealer ~~independent~~and ~~committee~~member of FINRA, operates an electronic trading system for U.S. government securities targeted at the ~~board~~institutional ofinter-dealer ~~Cboe~~market ~~Global~~for ~~Markets~~trading on-the-run U.S. ~~Further,~~Treasury bonds and notes in the secondary OTC markets. Cboe ~~Trading~~Fixed ~~will~~Income’s ~~not~~participants ~~route~~are ~~orders~~SEC toregistered ~~BIDS~~broker-dealers ~~Trading~~that onare ~~behalf~~members of ~~the~~The ~~Exchanges~~Depository Trust and Clearing Corporation’s Fixed Income Clearing Corporation.

Cboe Trading, BIDS Trading, and Cboe Fixed Income are subject to SEC and SRO rules, as applicable, and, as registered broker-dealers, regulations concerning all aspects of their businesses, including: trading practices, order handling, best execution, anti-money laundering, handling of material non-public information, safeguarding data, reporting, capital adequacy, record retention, market access and the conduct of their officers, employees, and other associated persons. The SEC, SROs and state securities commissions may conduct proceedings which can result in injunctions or other sanctions, censures, fines, the issuance of cease and desist orders, or the suspension or expulsion of a broker-dealer, its officers, or employees. The SEC and FINRA impose certain minimum capital requirement rules that require notification when a broker-dealer’s net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer, constrain the ability of a broker-dealer to expand its business under certain circumstances and impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital.

Cboe Global Markets

Certain aspects of Cboe Global Markets are also subject to SEC, FCA, and AFM oversight, including certain ownership and voting restrictions on its stockholders. The focus of the SEC’s regulation of Cboe Global Markets is to assure fair representation of members in the selection of the directors of the Exchanges, public participation in the governance of the Exchanges, and that the Exchanges can satisfy their regulatory responsibilities under the Exchange Act. Furthermore, the SEC requires that Cboe Global Markets give due regard to the preservation of the independence of the self-regulatory function of the Exchanges and to Cboe Global Markets’ obligations to investors and the general public. The SEC also requires that Cboe Global Markets not take any actions that would interfere with the effectuation of any decisions by the Board of Directors of any of the Exchanges relating to its regulatory functions or the structure of the market that it regulates or that would interfere with the ability of such Exchange to carry out its responsibilities under the Exchange Act. To the extent that Cboe Global Markets’ business activities involve or relate to the Exchanges, the officers and directors of Cboe Global Markets may be deemed to be officers and directors of the exchanges for purposes of and subject to oversight under the federal securities laws. Accordingly, the SEC may exercise direct supervision and disciplinary authority over certain Cboe Global Markets’ activities and those activities may be subject to SEC approval and, in some cases, public notice and comment.

In addition, Cboe Global Markets indirectly holds all of the issued share capital and voting rights in Cboe Chi-X Europe and Cboe Europe, and its wholly-owned ~~subsidiaries,~~subsidiary Cboe ~~Chi-X Europe and Cboe~~ NL. As a result, we and any person who holds, or has voting power with respect to, 10% or more of the outstanding shares of Cboe Global Markets common stock may be subject to certain regulatory requirements under UK and Dutch law.

U.S. Regulatory Responsibilities

Our U.S.-based exchanges are responsible for assessing the compliance of their TPHs or members, including Cboe Trading, with the respective exchange’s rules and the applicable rules of the SEC and/or CFTC. The main activities that the exchanges, as applicable, are required to monitor for the purpose of compliance with these rules include:

•surveillance designed to detect violations of exchange trading rules;

•surveillance designed to detect violations of SEC and/or CFTC rules;

•investigation of matters involving potential rule violations;

•the investigation of complaints about possible rule violations brought by customers, TPHs, members, or other SROs; and

•the examination of TPHs or members for compliance with rules such as those related to net capital, books and records, market access, and other matters related to the TPHs’ or members’ exchange business functions.

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In order to ensure market integrity, we regulate and monitor our TPHs’ and members’ trading activities by using both our employees and/or third parties under regulatory services agreements. See “U.S. Regulatory Agreements” below. Providing effective regulation is important for attracting and retaining the confidence and participation of market-makers, broker-dealers and institutional and retail investors.

We expend considerable time, financial resources, and effort to ensure that the exchanges’ rules and regulations conform to regulatory best practices within the securities and futures exchange industries and within the regulatory regime overseen by the SEC and CFTC, our primary U.S. regulators. In order to support our efforts and those of our market participants to comply with applicable law and our exchange rules, we developed a regulatory program to monitor market activity on our exchanges.

All of our Exchanges, and CFE, ~~and Cboe Digital Exchange~~ are participants in various cooperative and regulatory information sharing agreements, including in the Intermarket Surveillance Group (“ISG”). ISG is an international information-sharing cooperative governed by a written agreement that provides for a comprehensive surveillance sharing arrangement. In addition to the agreement for confidential information sharing, the ISG provides a framework for the coordination of regulatory efforts among exchanges trading securities, commodity futures, and related products to address potential intermarket manipulations and trading abuses.

21CFE and Cboe SEF are also members of the Joint Audit Committee (“JAC”), which is a representative committee of the U.S. futures exchanges and regulatory organizations which participate in a joint audit and financial surveillance program that has been approved and is overseen by the CFTC. The JAC’s primary responsibility is to oversee the implementation and functioning of all terms and conditions of the Joint Audit Agreement and to determine the practices and procedures to be followed by each designated self-regulatory organization in the conduct of regulatory examinations and financial reviews of FCMs.

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regulatory efforts among exchanges trading securities, commodity futures, and related products to address potential intermarket manipulations and trading abuses.

CFE, Cboe SEF, and Cboe Digital Exchange are also members of the Joint Audit Committee (“JAC”), which is a representative committee of the U.S. futures exchanges and regulatory organizations which participate in a joint audit and financial surveillance program that has been approved and is overseen by the CFTC. The JAC’s primary responsibility is to oversee the implementation and functioning of all terms and conditions of the Joint Audit Agreement and to determine the practices and procedures to be followed by each designated self-regulatory organization in the conduct of regulatory examinations and financial reviews of FCMs.

As part of the regulatory program, each of our Exchanges and CFE have rules pertaining to their respective disciplinary processes.

U.S. Regulatory Agreements

The Exchanges and CFE have entered into agreements under which third parties have agreed to perform regulatory functions on behalf of our markets (e.g., regulatory services agreements). As discussed below, in addition, in certain other instances for our Exchanges, a third -party has been allocated the regulatory responsibility under Rule 17d-1 or Rule 17d-2 under the Exchange Act, while in others, we retain the regulatory responsibility for the activities.

Regulatory Services Agreement with FINRA

The Exchanges have entered into agreements with FINRA under which FINRA has agreed to provide regulatory services to the Exchanges. Under these agreements, FINRA performs certain regulatory functions on behalf of the Exchanges and, to avoid any potential conflicts of interest concerning the regulation and oversight of Cboe Trading, certain regulatory services specific to Cboe Trading. The Exchanges remain responsible for the regulation of their TPHs, members and marketplaces, and retain the authority for bringing disciplinary actions against their TPHs and members, although FINRA performs certain functions on behalf of the Exchanges. The Exchanges also perform certain regulatory and disciplinary-related functions in-house.

Regulatory Services Agreement with OCC

While CFE also performs most regulatory and disciplinary-related functions in-house, the OCC has performed and continues to perform certain regulatory functions on behalf of CFE pursuant to an RSA with CFE. Whether performed under an RSA or in-house, CFE retains overall responsibility for the regulation of its marketplace and for bringing disciplinary actions.

Rule 17d-1 Designations and Rule 17d-2 Agreements

Section 17(d) of the Exchange Act and the related Exchange Act rules permit SROs to allocate certain regulatory responsibilities to avoid duplicative oversight and regulation. Under Exchange Act Rule 17d-1, the SEC designates one SRO to be the designated examining authority (“DEA”) for each broker-dealer that is a member of more than one SRO. The DEA is responsible for the regulatory oversight of applicable financial responsibility rules pertaining to that broker-dealer. Cboe Options is the DEA for ~~several~~some of its TPHs. Cboe Trading’s assigned DEA is FINRA.

Exchange Act Rule 17d-2 permits SROs to enter into agreements, commonly called Rule 17d-2 agreements, which are approved by the SEC and concern the allocation of regulatory responsibility for rules applicable to TPHs and members that those SROs have in common. The Exchanges have entered into certain ~~bi-lateral~~bilateral Rule 17d-2 agreements under which FINRA is allocated responsibility for enforcing certain federal securities laws and certain exchange rules that are common with FINRA rules. The Exchanges have entered into certain other multi-party Rule 17d-2 agreements that allocate responsibility among the participating SROs, which may include the Exchanges, for oversight of their allocated common members compliance with certain rules governing, among other items, options related sales practices, options related market surveillance, insider trading, NMS and Consolidated Audit Trail (“CAT”) NMS plan compliance.

~~National Market System Plans~~19

We are member participants of several NMS plans including, but not limited to, the following: Cboe Options, C2, BZX, and EDGX are member exchanges in OPRA, which is the designated securities information processor for market information that is generated through the trading of exchange-listed securities options in the United States, and it disseminates certain core trading information, such as last sale reports and quotations. BZX, BYX, EDGA, and EDGX also participate in the CTA/CQ and the UTP Plans, which perform analogous services for the U.S. equities market. In November of 2024, the SEC approved a new Consolidated Tape Plan that, when fully operational, will replace the existing CTA/CQ and UTP Plans. The Securities Information Automation Corporation acts as the “processor” for OPRA and the CTA/CQ Plans. Nasdaq Stock Market, LLC acts as the processor for the Nasdaq Unlisted Trading Privileges Plan. See “Risk Factors” for more information regarding the consolidated data plan order.

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responsibility among the participating SROs, which may include the Exchanges, for oversight of their allocated common members' compliance with certain rules governing, among other items, options related sales practices, options related market surveillance, insider trading, NMS and CAT NMS plan compliance.

National Market System Plans

We are member participants of several NMS plans including, but not limited to, the following: Cboe Options, C2, BZX, and EDGX are member exchanges in OPRA, which is the designated securities information processor for market information that is generated through the trading of exchange-listed securities options in the United States, and it disseminates certain core trading information, such as last sale reports and quotations. BZX, BYX, EDGA, and EDGX also participate in the CTA/CQ and the UTP Plans, which perform analogous services for the U.S. equities market. In November of 2024, the SEC approved a new Consolidated Tape Plan that, when fully operational, will replace the existing CTA/CQ and UTP Plans. The Securities Industry Automation Corporation acts as the “processor” for OPRA and the CTA/CQ Plans. Nasdaq Stock Market, LLC acts as the processor for the Nasdaq Unlisted Trading Privileges Plan. See “Risk Factors” for more information regarding the consolidated data plan order.

Cboe Options, C2, BZX, and EDGX are also parties to the Options Order Protection and Locked/Crossed Market Plan, which is designed to prohibit trade-throughs and avoid locked/crossed markets. Cboe Options, C2, BZX, and EDGX are also parties to the Options Listing Procedures Plan, which sets forth the procedures that the options exchanges must follow to list new options. Cboe Options, BZX, EDGA, and EDGX are also parties to the NMS plan for the selection and reservation of securities symbols.

Under the Options Regulatory Surveillance Authority Plan (“ORSA Plan”), U.S. securities options exchanges are permitted to act jointly in the administration, operation and maintenance of a regulatory system for the surveillance, investigation and detection of the unlawful use of undisclosed, material information in trading in one or more of their markets. The ORSA Plan is intended to enhance the effectiveness and efficiency with which the exchanges regulate their respective markets and to avoid duplication of certain regulatory efforts. FINRA operates the ORSA Plan facility for options insider trading.

The Consolidated Audit Trail Plan (“CAT Plan”) functions as the limited liability company agreement of Consolidated Audit Trail, LLC (“CATLLC”), the limited liability company formed under Delaware state law through which the SROs (the “Plan Participants”) conduct the activities of the ~~Consolidated Audit Trail (“~~CAT”). The CAT Plan also serves as the national market system plan pertaining to the creation, implementation, and maintenance of a CAT that tracks orders throughout their lifecycle, which strives to enhance regulators’ ability to efficiently monitor trading activity in Eligible Securities in the U.S. securities markets. Eligible Securities currently include NMS Stocks, Listed Options, and OTC Equities. Order and trade data is required to be reported to the CAT central repository the following day by each SRO/Plan Participant and broker-dealer (an “Industry Member”), along with certain customer and account information by each Industry Member. On November 15, 2016, the SEC approved the CAT Plan and a phased implementation was originally required to begin in November 2017; however, there were some delays. The first phase of CAT (“Phase 1”) ultimately went live in November 2018, at which time we and other SROs/Plan Participants began initial reporting of order and trade file submissions to the CAT. The second phase of CAT (“Phase 2”) for Industry Members began with order and trade file submissions in June 2020. The final Phase 2 implementation sub-phase ("Phase 2e"), related to Industry Member submissions to the customer and account information submissions system (“CAIS”), was completed on May 31, 2024.

On ~~May~~September 156, ~~2020~~2023, the SEC ~~adopted~~issued ~~amendments~~an order approving an amendment to the CAT Plan to ~~establish~~implement ~~financial~~a ~~accountability~~revised ~~provisions~~funding model (“CAT Funding Model”) for CATLLC to ~~achieve~~fund ~~full~~the CAT. ~~implementation,~~The ~~including~~approved aCAT ~~financial~~Funding ~~accountability~~Model ~~milestone~~contemplated ~~requiring~~two ~~full~~categories ~~implementation~~ of CAT fees calculated based on the “executed equivalent shares” of transactions in eligible securities: (i) CAT ~~requirements~~fees assessed by ~~December~~CATLLC ~~30,~~to ~~2022.~~Industry IfMembers who are CAT Executing Brokers (the ~~SEC~~brokers ~~were~~responsible for executing each side of the transaction) to ~~determine~~recover ~~any~~a ~~financial~~portion ~~accountability~~of ~~milestone~~historical ~~was~~CAT ~~not~~costs ~~met,~~previously itfunded ~~may~~by ~~limit~~monies loaned to CATLLC by the ~~SROs’/~~Plan Participants’; ~~recovery~~and of(ii) ~~certain~~CAT ~~loans~~fees ~~previously~~assessed ~~advanced~~by CATLLC to ~~CATLLC~~CAT Executing Brokers and Plan Participants to fund prospective CAT costs. ~~Due~~On toOctober ~~the~~17, ~~delayed~~2023, ~~completion~~Citadel ofSecurities, ~~CAIS~~LLC, and the ~~SROs/Plan~~American ~~Participants~~Securities ~~have~~Association ~~submitted~~filed toa ~~the~~petition ~~SEC~~for ~~requests~~review toof ~~extend~~ the ~~timeline~~CAT ~~for~~Funding Model in the ~~completion~~U.S. Court of ~~Phase~~Appeals 2efor ~~and~~ the ~~deadline~~11th ~~for~~Circuit ~~the~~("11th ~~final~~Circuit"). ~~financial~~The ~~accountability~~11th ~~milestone~~Circuit ~~and~~vacated ~~additional~~the ~~requests~~CAT ~~may~~Funding beModel ~~submitted~~order in July 2025. IfAfter the ~~SEC~~CAT ~~does~~Funding ~~not~~Model ~~grant~~order ~~extensions~~was vacated and ~~finds that~~ the ~~SROs/Plan~~11th ~~Participants~~Circuit's ~~did~~order ~~not~~became ~~satisfy~~effective at the ~~related~~end ~~last~~of ~~financial~~November ~~accountability milestone~~2025, itCATLLC could ~~result~~no inlonger collect the ~~SROs/Plan~~fees ~~Participants~~that ~~not~~it ~~being~~previously ~~able~~collected. toThere ~~recover~~is ~~certain~~currently ~~amounts~~no ~~loaned~~funding tomodel in place for CATLLC to fund the CAT. ~~costs~~However, ~~associated~~on September 5, 2025, CATLLC filed with ~~this~~the ~~final~~SEC ~~sub-phase,~~a ~~which~~proposed amendment to the ~~amount~~CAT ofPlan ~~unrecoverable~~to ~~costs~~implement ~~may~~a ~~increase~~revised funding model for ~~additional~~CATLLC ~~delays~~to fund the CAT, which proposal is currently pending with the SEC.

OnPortions ~~September~~of 6,promissory ~~2023,~~notes ~~the~~related ~~SEC issued an order approving an amendment~~ to the ~~CAT~~funding ~~Plan~~of tothe ~~implement~~implementation aand ~~revised~~operation ~~funding~~of ~~model~~the (“CAT ~~Funding~~may ~~Model”)~~not ~~for~~be ~~CATLLC to fund the CAT~~collectible. The ~~approved~~allowance ~~CAT~~for ~~Funding~~notes ~~Model~~receivable ~~contemplates~~credit ~~two~~losses ~~categories~~associated ofwith ~~CAT fees calculated based on~~ the ~~“executed equivalent shares” of transactions in eligible securities: (i)~~ CAT ~~fees~~is ~~assessed~~calculated byusing ~~CATLLC~~a tomethodology ~~Industry~~that ~~Members~~is ~~who~~primarily ~~are~~based ~~CAT~~on ~~Executing Brokers (~~the ~~brokers~~structure ~~responsible for executing each side~~ of the ~~transaction)~~notes toand ~~recover~~various apotential ~~portion~~outcomes ofunder ~~historical~~the CAT ~~costs~~Funding ~~previously~~Model. ~~funded~~See byNote ~~monies~~23 ~~loaned~~("Commitments, toContingencies, ~~CATLLC by the Plan Participants;~~ and ~~(ii~~Guarantees") ~~CAT~~for ~~fees~~more ~~assessed by CATLLC to CAT Executing Brokers and Plan Participants to fund prospective CAT costs~~information.

Prior to the effectiveness of the CAT Funding Model, the funding of the CAT was solely provided by the SROs/Plan Participants in exchange for promissory notes. Pursuant to the CAT Funding Model, the Plan Participants submitted fee filings during the third week of August 2024 to assess fees as of October 1, 2024 by CATLLC to CAT Executing Brokers for Buyers and Sellers that will be collected by CATLLC and remitted to the Plan Participants as repayment of or a portion of the promissory notes issued by the Plan Participants to fund the CAT prior to January 1, 2022 (the "CAT Historical Assessment #1 Fee"). Additional CAT fees that will be collected by CATLLC to recover a portion of other historical CAT costs incurred between January 1, 2022 and July 15, 2024 are planned to be introduced at a later time through separate fee filings submitted by the Plan Participants. CATLLC started remitting funds collected through the CAT Historical Assessment #1 to Plan Participants in December 2024 (for transactions occurring in October 2024) and will continue to do so until the balance due to be collected is paid in full, which is estimated to occur over approximately 24 months from the fee's implementation. 20

Additionally, pursuant to the CAT Funding Model, the Plan Participants submitted fee filings during the second week of August 2024 to implement the applicable initial transaction-based fee rates that are to be assessed by CATLLC to CAT Executing Brokers to cover a portion of prospective CAT costs, effective as of September 3, 2024. Pursuant to fee filings submitted by Plan Participants on behalf of CATLLC, as of September 3, 2024, CATLLC began assessing transaction-based fees to CAT Executing Brokers for Buyers and Sellers to cover a portion of prospective CAT costs. At the same time, CATLLC also began assessing a transaction-based fee to the respective Plan Participants for the same amount. To continue to fund CATLLC as it transitioned to collecting fees from Industry Members and Plan Participants to cover ongoing CAT costs in accordance with the CAT Funding Model, Plan Participants temporarily issued short-term notes to CATLLC to cover CAT costs that were payable to CATLLC until CATLLC collected sufficient proceeds from the fees to cover those costs. As of

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January 2025, CATLLC has fully repaid these short-term notes through funds collected from the fees assessed to CAT Executing Brokers and Plan Participants. CATLLC has also used the funds collected to pay CATLLC expenses and has retained excess funds as a reserve as per the CAT Funding Model and budget. Moving forward, CATLLC plans for the Plan Participants to submit prospective fee filings on CATLLC’s behalf every six months to update the transaction fee rates as necessary to cover prospective CAT costs. The last such filings were submitted in December 2024 and effected a rate change beginning January 2, 2025. The Company expects Plan Participants will no longer issue additional short-term notes to CATLLC to fund CAT given that CATLLC has begun imposing and collecting fees to cover CAT costs.

On October 17, 2023, the American Securities Association (“ASA”) and Citadel Securities, LLC (“Citadel”) filed a Petition for Review of the CAT Funding Model Order in the U.S. Court of Appeals for the 11th Circuit (“11th Circuit”). On November 16, 2023, the Cboe U.S. national securities exchanges, the NYSE U.S. national securities exchanges, the Nasdaq U.S. national securities exchanges and CATLLC ("Intervenors") filed motions to intervene on behalf of the SEC. On January 17, 2024, the 11th Circuit granted each of the motions to intervene on behalf of the SEC and established a briefing schedule and merits briefing concluded in the second quarter of 2024.

On September 13, 2024, Citadel filed a motion to stay the CAT Funding Model Order and to enjoin the collection of certain CAT fees during the pendency of this litigation, which the 11th Circuit denied on November 27, 2024. Oral argument on the merits was held on February 3, 2025. This challenge or any other challenge to the CAT Funding Model Order and/or Plan Participant(s) fee filings on behalf of CATLLC may significantly delay efforts by CATLLC to continue collecting the CAT fees. As a result, the Plan Participants may continue to incur additional significant costs, and/or it may result in them not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. The Company believes the challenge is without merit and intends to vigorously litigate the matter.

Portions of promissory notes related to the funding of the implementation and operation of the CAT may not be collectible, including if the SEC finds that the SROs/Plan Participants did not satisfy any of the financial accountability milestones. The allowance for notes receivable credit losses associated with the CAT is calculated using a methodology that is primarily based on the structure of the notes and various potential outcomes under the CAT Funding Model. See Note 23 ("Commitments, Contingencies, and Guarantees") for more information.

Intellectual Property

We own or have rights to a number of intellectual property assets, including trademarks, service marks, domain names, trade names, copyrights, trade secrets, and patents. While the majority of our intellectual property is protected under U.S. law, we have many intellectual property assets protected by laws in Europe, Asia and other parts of the world. We license some intellectual property assets to other entities. We attempt to protect our intellectual property rights, while respecting the legitimate intellectual property rights of others.

Human Capital Management

Cboe has a robust human capital management program in place focused on equal opportunities including performance and career development, talent management, health and well-being, inclusivity, culture, comprehensive benefits, training, talent acquisition, and succession planning.

Equal Opportunity and Inclusion

Cboe believes in an inclusive culture that promotes creativity, collaboration, and innovation, which is critical to the success of our business and defining the markets of tomorrow. Cboe is an equal opportunity employer and provides equal employment opportunities to all qualified persons without regard to sex, gender, race, color, ethnicity, creed, religion, national origin, ancestry, citizenship status, age, veteran or military status, disability, marital status, domestic partnership or civil union status, pregnancy, sexual orientation, genetic status, gender identity or expression, and any other characteristic protected by applicable law (a “Protected Characteristic”). Cboe is committed to applying our Equal Employment Opportunity Policy to all employment practices that impact the terms and conditions of employment including, but not limited to, hiring, evaluation, discipline, promotion, training, compensation, transfer, and termination. Actively nurturing and maintaining an inclusive culture at Cboe is a core imperative. We believe that our collective and unique perspectives fuel our capabilities, enhance our team spirit and enable us to attract and retain top talent as we define the markets of the future. Our commitment and responsibility in this regard starts at the top, with leadership and support from the full Cboe Board of Directors and executive team.

To maintain and strengthen our pledge to inclusion and to keep a level playing field, we regularly review key touchpoints across the employee journey with Cboe, from the talent selection, promotion, compensation, leadership development, and succession planning processes and make adjustments, as necessary, to help ensure opportunity parity across the Company. Our goal is to ensure that fair pay and equal opportunity for all that results in a collaborative, high performing organization bringing new innovations to market and providing superior service to our customers.

At Cboe, we also have associate resource groups that are open to all employees, regardless of identity. We believe that community can be built based on shared identity and by learning about our differences.

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We also have a community engagement program, Cboe Empowers, that provides mentorship, scholarship and guidance to under-resourced students throughout their educational journey through access to Cboe’s associates, resources, work environment and other learning and experience opportunities.

Performance and Career Development

Cboe expects employees to perform their duties to the best of their ability and to develop their competencies for career growth. We recognize the need to provide ongoing, timely, and constructive performance feedback. Cboe has designed a Performance Management Program that drives the professional development of our employees while also providing fair and equitable rewards and recognition.

The principles of performance management include:

•align performance expectations with strategy and goals of the business,

•ongoing open dialogue regarding performance and development,

•foster accountability for behaviors and actions which contribute to a positive culture, and

•commitment to deliver results which drive our business.

Employee Health and Well-Being and Comprehensive Benefits Program

Cboe’s vision is to support the overall wellness of employees and their families through education and activities that encourage a healthy lifestyle, resulting in improved health and productivity. Our programs and benefit plans provide a corporate atmosphere of collective well-being and incorporate strategies for physical, emotional, mental and financial wellness. Our programs include enhanced employee assistance programs, wellness programs and challenges (which address both mental and physical well-being), and webinars and classes through our retirement vendor to support the financial health of our employees.

Employee Engagement ~~and Pulse~~ Surveys, Town Halls, and an Open-Door Policy

In ~~2024~~2025, Cboe conducted our ~~seventh~~eighth annual employee engagement survey and has implemented career, leadership, and culture focused programs in response to the survey findings. Our participation rate exceeds standard benchmarks and a significant majority of our employees would recommend Cboe as a great place to work.

Our senior management team continues to hold the commitment to an open-door policy and encourages the free flow of information and communication in furtherance of active transparency. With the recent strategic framework review, our ability to tap into the voice of our employees was critically important and we conducted a pulse survey to gauge sentiment. Our CEO also issues weekly letters to help connect with our employees. Human Resources also provided ongoing regular resources and tips to help support the variety of challenges, from hybrid work to childcare and elder care, that our employees faced throughout 2024. 21

~~Cboe~~Table also continues to create an open and frank atmosphere in which any grievance, complaint, suggestion or question receives a timely response. Cboe offers a whistleblower hotline for complaints, which can be made anonymously. Additionally, employees can raise questions and suggestions to the Cboe Human Resources team either in-person or via a group email address and are either responded to individually or addressed at our Global Town Hall meetings. The objective of these town halls is to provide employees an update on Company news, share updates from major business lines, as well as provide a forum to ask questions and offer feedback. Employees are encouraged to participate in the free flow of information and communication and to offer positive and constructive feedback in furtherance of active transparency. Contents

Our senior management team continues to hold the commitment to an open-door policy and encourages the free flow of information and communication in furtherance of active transparency. Cboe also provided ongoing regular resources and tips to help support the variety of challenges that our employees faced throughout 2025.

Cboe also continues to create an open and frank atmosphere in which any grievance, complaint, suggestion, or question receives a timely response. Cboe offers a whistleblower hotline for complaints, which can be made anonymously. Additionally, employees can raise questions and suggestions to the Cboe Human Resources team either in-person or via a group email address and are either responded to individually or addressed at our Global Town Hall meetings. The objective of these town halls is to provide employees an update on Company news, share updates from major business lines, as well as provide a forum to ask questions and offer feedback. Employees are encouraged to participate in the free flow of information and communication and to offer positive and constructive feedback in furtherance of active transparency.

Training and Succession Planning

We believe that the development of all Cboe employees helps drive our collective success. Through skill and competency development we signal our investment in our employees while also enabling enhanced productivity. Through our tuition reimbursement program, our employees receive financial support in their pursuit of specialized university courses and degrees. In addition to our ongoing offering of online courses on diverse topics through our corporate university, CboeU, employees can participate in our "Strive for Growth" programs focused on virtual classroom instruction combined with work application and CboeLive, which is focused on business topics to foster organizational-wide knowledge sharing and education.

Leadership is another critical element of our success at Cboe. Leaders can participate in Lead the Way, Cboe’s leadership development hybrid program focused on virtual classroom instruction combined with in-person facilitated workshops and exercises, and individual development plans leveraging insights for a 360-feedback process. This leadership training program has helped to expand on the development of our high potential leaders, further strengthening the leadership bench and accelerating readiness of this key talent pool.

25Cboe has held multiple succession planning discussions with the Compensation and Human Capital Committee and Board of Directors to plan for the fulfillment of essential roles, such as the CEO and other senior officers. This process includes investments in advanced development planning for targeted successors to accelerate their readiness through key internal projects and assignments as well as tailored training. One of our CEO’s top areas of focus is to develop talent and spend time on succession planning.

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Cboe has held multiple succession planning discussions with the Compensation Committee and Board of Directors to plan for the fulfillment of essential roles, such as the CEO and other senior officers. This process includes investments in advanced development planning for targeted successors to accelerate their readiness through key internal projects and assignments as well as tailored training. One of our CEO’s top areas of focus is to develop talent and spend time on succession planning, particularly in light of the executive transitions we experienced in 2023.

Employees

As of December 31, ~~2024~~2025, we employed 1,~~685~~661 individuals in the following locations:

Location						Number of Employees
United States						1,~~113~~102
United Kingdom						~~197~~201
Netherlands						~~137~~144
Australia						8677
Canada						7976
Philippines						2928
Japan						2817
Singapore						98
Hong Kong						68
Switzerland						1

Of these employees, ~~605~~591 were involved in technology operations and ~~195~~205 were involved in direct support of trading operations. The remaining ~~885~~865 employees provide business development, financial, regulatory, human resources, compliance, legal, planning and research, administrative, and managerial support.

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Information about our Executive Officers

Set forth below is information regarding our executive officers:

Name

Age

Position

Fredric J. Tomczyk

Chief Executive Officer

Craig S. Donohue

Chief Executive Officer and President

Catherine R. Clay

Executive Vice President, Global Head of Derivatives

Prashant A. Bhatia

Executive Vice President, Head of Enterprise Strategy & Corporate Development

Stephanie Foley

4344

Executive Vice President, Chief Human Resources Officer

Jill M. Griebenow

4546

Executive Vice President, Chief Financial Officer

David Howson

Executive Vice President, Global President

Robert A. Hocking

Executive Vice President, Global Head of Derivatives

Adam Inzirillo

Executive Vice President, Global Head of Cboe Data Vantage

Christopher A. Isaacson

Executive Vice President, Chief Operating Officer

Christopher A. Isaacson

Executive Vice President, Chief Operating Officer

Timothy Lipscomb

Executive Vice President, Chief Technology Officer

Patrick Sexton

6061

Executive Vice President, General Counsel and Corporate Secretary

Allen Wilkinson

Senior Vice President, Chief Accounting Officer

Allen L. Wilkinson

Senior Vice President, Chief Accounting Officer

~~Fredric~~Craig JS. ~~Tomczyk~~Donohue. Mr. ~~Tomczyk~~Donohue is our ~~current~~ Chief Executive Officer and ~~director.~~President Heand ~~has~~a ~~served~~member asof our ~~CEO~~board ~~since~~of ~~September 2023~~directors. Mr. ~~Tomczyk~~Donohue has served onas our ~~Board as an independent director from July 2019 to September 2023. He is the retired President and~~ Chief Executive Officer ofand TDas ~~Ameritrade~~a ~~Holding~~director ~~Corporation,~~since aMay ~~position~~2025 heand ~~held~~as ~~from~~our ~~October~~President ~~2008~~since toAugust ~~October 2016~~2025. Prior to ~~this~~joining ~~position~~Cboe, ~~he held positions of increasing responsibility and leadership with the TD organization from 1999.~~ Mr. ~~Tomczyk~~Donohue ~~was~~served ~~also~~as aChairman ~~member~~ of the ~~TD Ameritrade~~ board of directors ~~from~~of ~~2006~~OCC tofrom ~~2007~~January ~~and~~2024 ~~2008~~ to ~~2016.~~May ~~Prior~~2025, toas ~~joining~~Executive ~~the~~Chairman TDof ~~organization~~OCC infrom ~~1999,~~January ~~Mr.~~2014 ~~Tomczyk~~to ~~was~~January ~~President~~2024, and as Chief Executive Officer of ~~London~~OCC ~~Life.~~from HeSeptember ~~currently~~2016 ~~serves~~to onJanuary ~~the~~2019. ~~board~~Prior ofto ~~Willis~~joining ~~Towers Watson PLC~~OCC, aMr. ~~publicly~~Donohue ~~traded~~spent ~~company,~~more ~~and~~than istwo adecades ~~member~~in ofglobal ~~the~~financial ~~Cornell~~markets, ~~University~~most ~~Athletic~~recently ~~Alumni Advisory Council. Mr. Tomczyk also previously served~~ as ~~the~~Chief ~~lead~~Executive ~~independent~~Officer ~~director~~ of ~~Sagen~~CME MIGroup, ~~Canada~~ Inc., afrom ~~publicly~~January ~~traded~~2004 ~~company,~~to ~~and~~May of2012. ~~its~~Mr. ~~operating~~Donohue ~~subsidiary~~holds ~~Sagen Mortgage Insurance Company Canada, as~~ a ~~director~~Master of ~~Knight~~Management ~~Capital~~from ~~Group,~~Northwestern ~~Inc.~~University's ~~and~~Kellogg aGraduate ~~trustee~~School of ~~Liberty Property Trust~~Management, ~~both formerly publicly traded companies, and as~~ a ~~director~~Master of ~~the~~Law ~~Securities~~in ~~Industry~~Financial ~~and~~Services ~~Financial~~Regulation ~~Markets~~from ~~Association.~~IIT ~~Mr.~~Chicago-Kent ~~Tomczyk~~College ~~holds~~of Law, a BJ.SD. ~~degree~~from inThe ~~Applied~~John ~~Economics~~Marshall &Law ~~Business~~School ~~Management from Cornell University~~ and is a ~~Fellow~~bachelor’s ofdegree ~~the~~in ~~Institute~~political ofscience ~~Chartered~~and ~~Accountants~~history offrom ~~Ontario~~Drake University.

26Prashant A. Bhatia. Mr. Bhatia is our Executive Vice President, Head of Enterprise Strategy & Corporate Development, a position he has held since September 2025. Previously, he advised Cboe’s management team and worked closely with the board of directors in a consulting capacity from December 2023 through August 2025. Prior to joining Cboe, Mr. Bhatia served as Head of Enterprise Strategy and Corporate Development at TD Ameritrade Holding Corporation from 2009 to 2020. From 2002 to 2009, he was an Equity Research Analyst at Citigroup. Prior to that, he held various financial roles between 1992 and 2002 for Coopers & Lybrand L.L.P., Morgan Stanley & Co., PaineWebber and UBS Americas. Mr. Bhatia holds Chartered Financial Analyst (“CFA”) and Certified Public Accountant (“CPA”) designations and has a bachelor’s degree in accounting from the University of Connecticut and an M.B.A. degree from Columbia Business School.

Stephanie Foley. Ms. Foley is our Executive Vice President, Chief Human Resources Officer, a position she has held since October 2023. Ms. Foley joined Cboe as Senior Vice President in 2022 with nearly two decades of human resources experience in professional services, including finance and management consulting. Before joining Cboe in 2022, Ms. Foley was Chief Human Resources Officer, Americas, of Kearney Holdings Limited from August 2016 to May 2022. Prior to that, she held various positions at TP ICAP Group and The Bank of New York. Ms. Foley holds a bachelor’s degree in psychology and sociology from the University at Albany, SUNY, and a master’s degree in industrial organizational psychology from New York University.

Jill M. Griebenow. Ms. Griebenow is our Executive Vice President, Chief Financial Officer, a position she has held since July 2023. Previously, she served as Executive Vice President, Chief Accounting Officer from July 2023 to February 2024, Treasurer from July 2023 to October 2023 and as Senior Vice President, Chief Accounting Officer from August 2018 to July 2023. She also previously served as Chief Financial Officer of Cboe Europe from 2014 to 2018 and was employed by Bats in the financial area since 2011. Prior to that, she held various positions at Ernst & Young LLP from 2001 to 2011. Ms. Griebenow is a CPA and holds a bachelor’s degree in accounting from the University of Northern Iowa.

Robert A. Hocking. Mr. Hocking is our Executive Vice President, Global Head of Derivatives, a position he has held since October 2025. Previously, he served as Special Advisor to the Chairman at OCC from March 2025 to October 2025. He also served as our Senior Vice President, Global Head of Product Innovation from October 2022 to April 2025, and as Senior Vice President, Head of Multi-Asset Solutions & Derivatives Strategy from December 2018 to October 2022. Mr. Hocking served as Global Head of Equity Volatility Trading at DRW Trading Group from 2009 to 2018. From 2002 to 2009, he was Vice President and Equity Index Options Portfolio Manager at Goldman Sachs Group, Inc. He began his career at Hull Trading Company in 2000, where he specialized in index derivatives market making. Mr. Hocking previously served on the Board of Directors of OCC. Mr. Hocking holds a bachelor’s degree in finance from the University of Illinois Urbana-Champaign.

Christopher A. Isaacson. Mr. Isaacson is our Executive Vice President, Chief Operating Officer, a position he has held since January 2019. Mr. Isaacson plans to resign as Executive Vice President, Chief Operating Officer effective as of March 6, 2026 and his last day with the Company is expected to be March 6, 2026. He will provide the Company with consulting services until December 31, 2026. Previously he was our Executive Vice President, Chief Information Officer, a position he

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~~Catherine~~was R.appointed ~~Clay.~~to ~~Ms.~~upon ~~Clay~~the isCompany’s ~~our~~acquisition ~~Executive~~of ~~Vice~~Bats. ~~President~~Prior to that, ~~Global~~he ~~Head~~served ofas ~~Derivatives,~~Bats' aExecutive ~~position~~Vice ~~she~~President ~~has~~and ~~held~~Global ~~since~~Chief ~~October~~Information ~~2023.~~Officer ~~Previously~~since February 2014, ~~she~~he ~~was~~served ~~Executive~~as Bats' Senior Vice President, ~~Global~~Chief ~~Head~~Operating ofOfficer ~~Cboe~~from ~~Data~~2007 ~~Vantage~~to ~~(f/k/a~~2014 ~~Data~~ and ~~Access~~he ~~Solutions),~~has ~~from~~held ~~March~~other ~~2021~~various tosenior ~~October~~leadership ~~2023,~~positions ~~Senior~~since ~~Vice~~2005. ~~President,~~Prior ~~Global~~to ~~Head~~being ofone ~~Information Solutions~~ of the ~~Company’s~~founders ~~subsidiary~~of ~~Cboe Exchange~~Bats, ~~Inc~~Mr. ~~from~~Isaacson ~~February~~was ~~2019~~a tosoftware ~~March~~developer ~~2021,~~at ~~and~~Tradebot ~~she~~Systems, ~~has~~Inc. ~~held~~from ~~other~~2003 ~~various~~to ~~senior~~2005. ~~leadership~~Mr. ~~positions~~Isaacson ~~since~~serves ~~2015,~~on ~~including~~the ~~Vice~~Board ~~President~~of ~~Business~~Directors ~~Development~~of OCC, aas ~~position~~the ~~she~~Chairman ~~was~~of ~~appointed to upon~~ the ~~Company’s~~Board ~~acquisition~~ of ~~Livevol,~~Directors ~~Inc.~~of ~~Prior~~Cboe toClear ~~that~~U.S., ~~she~~and previously served as ~~Chief~~the ~~Executive~~Chairman ~~Officer~~of the Boards of ~~Livevol,~~Directors ~~Inc.~~of ~~from~~CFE ~~2013~~and toCboe ~~2015~~SEF and ason ~~its~~the ~~Chief~~Boards ~~Strategy~~of ~~Officer~~Directors ~~from~~of ~~2010~~Cboe toJapan ~~2013~~and Cboe Australia. ~~Prior~~Mr. toIsaacson ~~that,~~holds ~~she~~a ~~served~~bachelor’s asdegree ~~Founder~~in ofinformation ~~Thales~~systems ~~LLC~~with ~~from~~a ~~2006~~minor ~~through~~in ~~2010.~~math ~~Ms.~~from ~~Clay~~Nebraska ~~holds~~Wesleyan aUniversity and an M.B.SA. degree from the University of ~~Colorado~~Nebraska-~~Boulder~~Lincoln.

~~Stephanie~~Timothy ~~Foley~~Lipscomb. MsMr. ~~Foley~~Lipscomb is our Executive Vice President, Chief ~~Human~~Technology ~~Resources~~ Officer, a position ~~she~~he has held since ~~October~~March ~~2023~~2025. Previously, ~~she~~Mr. ~~served~~Lipscomb aswas our Senior Vice President, Chief ~~Human~~Technology ~~Resources~~ Officer, offrom ~~the~~March ~~Company’s~~2022 ~~subsidiary~~to ~~Cboe~~March ~~Exchange~~2025, ~~Inc.~~and Chief Operating Officer of Cboe Europe from ~~June~~October ~~2022~~2019 to ~~October~~March ~~2023~~2022. Prior to joining Cboe ~~in 2022~~, MsMr. ~~Foley~~Lipscomb ~~was~~held ~~Chief~~various ~~Human~~positions ~~Resources~~at ~~Officer,~~Bank ~~Americas,~~ of ~~Kearney~~America ~~Holdings Limited~~ from ~~August~~1999 ~~2016~~ to ~~May~~2019, ~~2022.~~most ~~Ms.~~recently ~~Foley~~overseeing ~~holds~~Equities aElectronic ~~bachelor’s~~Trading ~~degree~~Technology ~~in psychology~~ and ~~sociology~~European ~~from~~Equities ~~the~~Technology. ~~University~~Mr. atLipscomb ~~Albany,~~graduated ~~SUNY,~~with ~~and~~ a ~~master~~bachelor’s degree in ~~industrial~~engineering ~~organizational psychology~~ from ~~New~~Southampton ~~York~~ University.

~~Jill~~Patrick MSexton. ~~Griebenow~~Mr. ~~Ms.~~Sexton ~~Griebenow~~ is our Executive Vice President, ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and Corporate Secretary, a position ~~she~~he has held since ~~July~~March ~~2023~~2018. Previously, ~~she~~he ~~served~~was asDeputy ~~Executive~~General ~~Vice~~Counsel ~~President,~~of ~~Chief~~the ~~Accounting~~Company’s ~~Officer~~subsidiary ~~from~~Cboe ~~July~~Exchange, ~~2023~~Inc. toHe ~~February~~served ~~2024,~~in ~~Treasurer~~that capacity from July ~~2023~~2013 to ~~October~~March ~~2023~~2018 and ashas ~~Senior~~acted ~~Vice~~as ~~President~~legal, ~~Chief~~regulatory ~~Accounting~~and ~~Officer~~compliance ~~from~~counsel ~~August~~with ~~2018~~increasing toresponsibility ~~July 2023. She also previously served as Chief Financial Officer of Cboe Europe from 2014 to 2018~~ and ~~was~~oversight ~~employed~~since byjoining ~~Bats in~~ the ~~financial~~Company ~~area~~in ~~since~~1997. ~~2011~~Mr. ~~Prior~~Sexton toholds ~~that,~~a ~~she~~bachelor’s ~~held~~degree ~~various positions at Ernst & Young LLP~~ from ~~2001~~the toUniversity ~~2011.~~of ~~Ms.~~Notre ~~Griebenow~~Dame ~~is a certified public accountant~~ and ~~holds~~ a ~~bachelor’s~~juris ~~degree~~doctor inwith ~~accounting~~honors from the University of ~~Northern~~Notre ~~Iowa~~Dame Law School.

~~David~~Allen ~~Howson~~L. Wilkinson. Mr. ~~Howson~~Wilkinson is our ~~Executive~~Senior Vice President, ~~Global~~Chief ~~President~~Accounting Officer, a position he has held since ~~May~~February ~~2022~~2024. Previously, he ~~was~~served ~~our~~as ~~Executive~~ Vice President, ~~President~~Controller ~~Europe~~of ~~and~~the ~~Asia Pacific~~Company, from ~~July~~June 2021 to ~~May~~February ~~2022,~~2024 ~~Executive~~and ~~Vice~~has ~~President,~~been ~~President~~employed ~~Europe~~in ~~from~~the ~~January~~financial ~~2020~~area toin ~~July~~various ~~2021~~roles ~~and~~since ~~Chief~~April ~~Operating Officer of Cboe Europe from 2013 to 2019~~2018. Prior to that, he ~~served~~also asheld ~~Founder,~~various ~~Chief~~positions ~~Technology~~at ~~Officer~~PricewaterhouseCoopers ofLLP ~~Equiduct~~ from ~~April~~January ~~2006~~2011 ~~through June 2013. Prior~~ to ~~that~~April ~~he held various international financial services consulting roles between 1998 and 2006 for TIBCO Finance Technology and Thomson Reuters~~2018. Mr. ~~Howson~~Wilkinson ~~serves~~is asa ~~the~~CPA ~~Chairman of the Boards of Directors of the Exchanges,~~ and ofholds ~~CFE,~~master’s ~~Cboe SEF,~~ and ~~Cboe Canada Inc. and previously served as the Chairman of the Boards of Directors of Cboe Japan, Cboe Australia, and Cboe Clear Europe. Mr. Howson holds a First Class Honours~~ bachelor's ~~degree~~degrees in accounting from the University of ~~Newcastle-upon-Tyne.~~Missouri – Columbia.

Adam Inzirillo. Mr. Inzirillo is our Executive Vice President, Global Head of Cboe Data Vantage (f/k/a Data and Access Solutions), a position he has held since October 2023. Previously, he served as Senior Vice President, Head of North American Equities since 2020, and Senior Vice President, Head of U.S. Equities since September 2019. Prior to joining Cboe, Mr. Inzirillo was Managing Director, Head of Order Routing and Execution Products at Bank of America Merrill Lynch, where he worked for nearly a decade. Previously, he was Executive Director, Head of Broker Dealer Business Development at UBS Securities LLC from 2005 through 2010. Mr. Inzirillo also serves on the Board of Directors of Cboe Canada Inc. Mr. Inzirillo holds a bachelor’s degree in economics from Bucknell University and a M.B.A. degree from Dowling College.

Christopher A. Isaacson. Mr. Isaacson is our Executive Vice President, Chief Operating Officer, a position he has held since January 2019. Previously he was our Executive Vice President, Chief Information Officer, a position he was appointed to upon the Company’s acquisition of Bats. Prior to that, he served as Bats' Executive Vice President and Global Chief Information Officer since February 2014, he served as Bats' Senior Vice President, Chief Operation Officer from 2007 to 2014 and he has held other various senior leadership positions since 2005. Prior to being one of the founders of Bats, Mr. Isaacson was a software developer at Tradebot Systems, Inc. from 2003 to 2005. Mr. Isaacson serves as the Chairman of the Board of Directors of Cboe Digital Exchange and Cboe Clear U.S. and previously served as the Chairman of the Boards of Directors of CFE and Cboe SEF and on the Boards of Directors of Cboe Japan, Cboe Australia, and OCC. Mr. Isaacson holds a bachelor’s degree in information systems with a minor in math from Nebraska Wesleyan University and an M.B.A. degree from the University of Nebraska-Lincoln.

Patrick Sexton. Mr. Sexton is our Executive Vice President, General Counsel and Corporate Secretary, a position he has held since March 2018. Previously, he was Deputy General Counsel of the Company’s subsidiary Cboe Exchange, Inc. He served in that capacity from July 2013 to March 2018 and has acted as legal, regulatory and compliance counsel with increasing responsibility and oversight since joining the Company in 1997. Mr. Sexton holds a bachelor’s degree from the University of Notre Dame and a J.D. degree with honors from Notre Dame Law School.

Allen Wilkinson. Mr. Wilkinson is our Senior Vice President, Chief Accounting Officer, a position he has held since February 2024. Previously, he served as Vice President, Controller of the Company, from June 2021 to February 2024 and has been employed in the financial area in various roles since April 2018. Prior to that, he also held various positions at PricewaterhouseCoopers LLP from January 2011 to April 2018. Mr. Wilkinson is a certified public accountant and holds master’s and bachelor's degrees in accounting from the University of Missouri – Columbia.

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Available Information

Our website is www.cboe.com. The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The Company makes available, free of charge, on its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The Company's reports filed with, or furnished to, the SEC are also available on the SEC's website at www.sec.gov.

In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation and Human Capital Committee, and (iii) Nominating and Governance Committee, as well as our Code of Business Conduct and Ethics and Corporate Governance Guidelines. We will provide a copy of these documents without charge to stockholders upon written request to Investor Relations, Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607. Our website and information included in or linked to our website are not part of this Form 10-K.

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Item 1A. Risk Factors.

The risks and uncertainties described below are those that we believe are material at this time relating to our business. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any of these risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity, and cash flows.

Summary of Risk Factors

The following is a summary of the key risks and uncertainties described below that we believe are material to us at this time:

•the loss of our right to exclusively list and trade certain index options and futures products;

•economic, political, and market conditions;

•compliance with legal and regulatory obligations;

•price and new products and services competition and consolidation in our industry;

•decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges;

•legislative or regulatory changes or changes in tax regimes;

•our ability to protect our systems and communication networks from security vulnerabilities and breaches;

•our ability to attract and retain skilled management and other personnel;

•increasing competition by foreign and domestic entities;

•our business and operational dependence on and exposure to risk from third parties;

•factors that impact the quality and integrity of our and other applicable indices;

•our ability to manage our global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively;

•increases in the cost of the products and services we use;

•our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights;

•our ability to minimize the risks, including our credit, ~~counterparty~~liquidity, market, investment, counterparty, and default risks, associated with operating our clearinghouses;

•our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;

•misconduct by those who use our markets or our products or for whom we clear transactions;

•challenges to our use of open source software code;

•our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;

•the loss of key customers or a significant reduction in trading or clearing volumes by key customers;

•our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges;

•damage to our reputation;

•the ability of our compliance and risk management methods to effectively monitor and manage our risks;

•restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations;

•our ability to maintain an investment grade credit rating;

•impairment of our goodwill, long-lived assets, investments or intangible assets; and

•litigation risks and other liabilities.

Risks Relating to Our Business

Loss of our right to exclusively list and trade certain index options and futures could have a material adverse effect on our financial performance.

We hold exclusive licenses to list securities index options on the S&P 500 Index, the Russell 2000 Index, and other indices granted to us by the owners of such indices, and additionally hold exclusive rights to our proprietary VIX Index methodology that provides the basis for VIX options and futures. In ~~2024~~2025, approximately 6768% of our total revenues less cost of revenues were generated by the options and futures segments, the majority of which was generated by products based on exclusively licensed indices (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures). The bulk of this revenue is attributable to our SPX options and VIX options and futures. As a result, our revenues less cost of revenues are dependent in large part on the exclusive licenses we hold for these indices and our ability to maintain our exclusive proprietary rights in the VIX Index methodology and related products and indices.

There is a risk, with respect to each of our current exclusive licenses, that the owner of the index may not renew the license with us on an exclusive basis or at all. In the first event, we would be subject to multiple listing in the trading of what is now an index product traded by us on an exclusive basis, which could result in a loss of market share and negatively

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impact our profitability. In the second event, we could lose the right to list the index product entirely. The loss or limited use or change in the commercial terms of any of our exclusive index licenses, especially for the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability.

In addition to the risks related to our exclusive licenses, if we are unable to retain exclusive proprietary rights in the VIX Index methodology and related products and indices, competitors could create substantially similar volatility indices and products or list products based on Cboe volatility indices, which could have a material adverse effect on us.

InEmerging 2018, the EU implemented the EU Benchmark Regulation, which regulates users, data providers and calculators of benchmarks (“administrators”) in the EU, and among other things (subsequent to the transitional period applicable to third country benchmark administrators) currently prohibits use of benchmarks provided by administrators outside the EU in connection with EU financial instruments unless the administrator is deemed to be subject to an EU equivalent regulatory regime or ~~the~~changing ~~benchmark is endorsed or recognized in the EU. These regulations and other potential emerging~~ regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.

Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of ~~index-based~~financial or ~~volatility~~investment products, such as new options products on indices or ETFs or certain event prediction market products, that are economically similar to those that we offer and they may become successful and take away volume from our products. It is also possible that a third -party may offer trading in index-based products that are the same as those that are the subject of one of our exclusive licenses, but in a jurisdiction in which the index owner cannot require a license or in a manner otherwise not limited by our exclusive license. In addition, a diminished perceived attractiveness of or change in demand for any of the indices underlying our products and services, especially the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability.

The value of our licenses to exclusively list index options and futures also depends on the continued ability of index owners to require licenses for the trading of options and futures based on their indices. Although we and other index owners have prevailed in legal actions seeking to challenge our rights to exclusively license indices, we may be subject to changes in the law or other actions taken in the future that might impede our ability to exclusively offer trading in certain index options and futures.

General economic conditions and other factors beyond our control could significantly reduce demand for our products and services and harm our business.

The volume of trading and clearing transactions and the demand for our products and services are directly affected by ~~economic,~~macroeconomic ~~political~~ and ~~market~~other conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including:

•economic, political, and geopolitical market conditions;

•broad trends in business and finance;

•concerns over inflation levels and recessions;

•wavering institutional or retail confidence levels;

•government or central bank actions, such as, but not limited to, tariffs, changes in government fiscal and monetary policy, or foreign currency exchange rates;

•other legislative and regulatory changes;

•the availability of short-term and long-term funding and capital;

•the perceived attractiveness of the U.S., European, Canadian, ~~Australian~~ or ~~Japanese~~Australian capital markets;

•the availability or perceived attractiveness of the indices that we offer proprietary products on, such as the S&P 500 index, or alternative investment or trading opportunities;

•changes in the level of trading activity in underlying instruments;

•changes and volatility in the prices of securities;

•changes in the volume of foreign currency transactions;

•changes in supply and demand for currencies;

•movements in currency exchange rates;

•the level and volatility of interest rates;

•changes in the financial strength of market participants;

•consolidation among market participants and market data subscribers;

•~~unforeseen~~decline ~~market~~in ~~closures,~~the ~~suspensions~~number of ~~open~~public ~~outcry~~company ~~trading~~listings or ~~other~~an ~~disruptions~~increase in ~~trading~~delistings, ~~and~~acquisitions, ~~clearing;~~privatizations, ~~and~~or bankruptcies;

•~~disruptions~~unforeseen ~~due~~market ~~to terrorism~~closures, ~~war,~~suspensions ~~extreme~~of ~~weather~~open ~~events~~outcry trading, ~~pandemics~~disruptions at other market infrastructure providers or exchanges including upon which we rely for data or connectivity, or other ~~catastrophes.~~disruptions in trading and clearing; and

•disruptions due to terrorism, war, extreme weather events, pandemics, or other catastrophes.

Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition, and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data.

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Our business may be adversely affected by price competition.

The securities industry is characterized by intense price competition, especially with respect to transaction fees. We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition, and operating results. We also compete with respect to the pricing of market data and value-added market data, such as historical market data.

In our options segment, the pricing model for trade execution has changed in response to competitive market conditions, and our competitors have adjusted transaction fees and fee structures accordingly, including by opening new exchanges, which allow them to offer multiple pricing models that can appeal to different segments of market participants. These changes have resulted in significant pricing pressures on us, especially on transaction fees and incentives for multi-listed products. As a result of these pricing pressures, our average rate per multi-listed options contract may decrease. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets.

In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken ownership positions in options exchanges that compete with us and such exchanges have given those firms added economic incentives to direct orders to them.

With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain event prediction market or multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options.

To attract market share, we may offer “inverted” pricing specials or non-transaction fee trading from time to time, per various fee schedules across our equities exchanges. These forms of promotions, along with other supplemental liquidity programs, may adversely affect our profitability.

Further, regulatory and legal developments, including the equity market structure proposals and the Volume Based Proposal, if adopted as-is, could also adversely impact, ~~as applicable,~~ our ability to adjust our equities transaction fee schedules to respond to actions by new or existing competitors, our ability to incentivize on-exchange liquidity provision, as well as our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes. See “Legal Proceedings” for more information.

If we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition, and operating results may be materially and adversely affected. We could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner. Also, our profits could decline if competitive pressures or regulatory changes force us to reduce fees.

A significant portion of our operating revenues is generated by our transaction and clearing-based businesses. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues from transaction and clearing fees will most likely decrease.

In ~~2024~~2025, approximately 7374% of our revenues less cost of revenues were generated by our transaction and clearing-based business. ~~and~~which is heavily oriented towards U.S. index and equity options. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, ~~Cboe Digital Exchange,~~ CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, ~~Cboe Australia,~~ and Cboe ~~Japan~~Australia or clearing volumes at Cboe Clear Europe or Cboe Clear U.S. decrease, we are likely to see a decrease in fees.

Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as:

•heightened capital or margin requirements;

•transaction, sales, or other tax;

•regulatory or legislative actions;

•reduced need to trade due to changes in volatility and/or passive investment trends;

•reduced access to capital required to fund trading activities;

•consolidation among market participants;

•suspensions of open outcry trading; or

•significant market disruptions or system failures.

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Over the past few years, a number of legislative actions have been taken, both domestically and internationally, or actions by other third parties that may cause market participants to be subject to increased capital or margin requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, ~~a recent~~ OCC margin ~~requirement proposal~~requirements, ~~and~~ the equity market structure rules and proposals and potential changes to Rule 611 of Regulation NMS (the Order Protection Rule), may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets.

In addition, the transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If our equities trading volume decreases, including as a result of the Volume Based Proposal's proposed prohibition on volume-based agency tiers in the equities markets, or options trading volume shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease.

Revenues from our market data fees and access and capacity fees may be reduced due to declines in our market share, trading volumes or regulatory changes.

The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, lack of new products, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options or Cboe’s European equities trading volume were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, for example because of consolidation among market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise.

Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access products and fees. As discussed above, the implementation of MDIR, or the equity market structure rules and proposals, or potential changes to Rule 611 of Regulation NMS (the Order Protection Rule) could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge. Further, wefollowing ~~have asked a court to review~~ the SEC’s disapproval of our 2024 proposed rule change to adopt a rule providing that our order and execution management systems (“~~OEMSs~~OEMS") that operate independently from our registered national securities exchanges are not “facilities” of those exchanges., ~~This~~we ~~disapproval~~are ~~required~~seeking ~~our~~exemptive ~~OEMSs~~relief tofor ~~continue~~our toOEMSs ~~follow~~from certain exchange regulations, such as rule filing requirements. Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance ~~and challenge~~ costs. See “Legal Proceedings” for more information.

In addition, the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks. If implemented as-is, the Consolidated Data Plan will reduce Cboe’s voting share in the Operating Committee for the Securities Information Processors, which in turn, may impact Cboe’s ability to influence votes on market data revenue matters.

We believe Cboe Europe Equities and Derivatives currently offers market data to customers on a non-discriminatory basis at a reasonable cost. As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues. While MiFID II and MiFIR aim to encourage a commercial solution to a consolidated tape in Europe, should this fail to materialize, policy makers might be encouraged to implement a mandatory solution that could impact our ability to develop our own commercial offering. As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in 2026. As proposed, these provisions may have a material impact on our business, financial condition, and operating results if, for example, we must reduce the fees we charge for market data.

The technology upon which we rely, including that of our service providers, may be susceptible to security vulnerabilities or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.

The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition, or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware, and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, and service provider, market participant or

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political activist groups and nation-state actors, attacks in connection with geopolitical activity, criminal insider activity, employee error, and service provider, market participant or third-party disruptions or security breaches. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our hybrid work environment, usage of mobile, AI and cloud-based technologies, and ~~amount~~ongoing ofdivestitures ~~newly acquired companies~~ and ~~related~~wind ~~integrations~~downs may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we, and the third parties with which we interact, have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial condition, or operating results to date, however we cannot assure you that we, or the third parties with which we interact, will not experience future threats or events that may be material.

We maintain policies, procedures, and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availability, and reliability of our systems, networks, and information. These policies, procedures, and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloud-based technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and may materially ~~impacting~~impact our business, financial condition, and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial condition, or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that may be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition, and operating results.

Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to ~~cyber~~cybersecurity ~~security~~ and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition, and operating results.

If we fail to attract or retain highly skilled management and other employees our business may be harmed.

Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring, and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition, and operating results.

There is substantial competition for qualified and capable personnel, ~~particularly in the technology space,~~ which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan and our business review actions. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruit, and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.

Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the ~~2023~~recent ~~leadership~~ transitions ~~and~~of ~~the~~our ~~potential~~Chief ~~transition~~Executive ofOfficer, our Chief ~~Executive~~Operating Officer, and our other leaders, could hinder our strategic planning and execution.

~~Intense competition could materially adversely affect our market share and financial performance.~~29

The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline

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inIntense ~~our~~competition ~~revenues~~could ~~from transaction and clearing fees and market data fees, thereby~~ materially adversely ~~affecting~~affect our ~~operating~~market ~~results.~~share ~~We compete with a number of entities~~ and ~~markets~~financial on several different fronts, including the cost, quality and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputationperformance. ~~In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information.~~

~~Some~~The ofmarket ~~our~~for ~~competitors~~trade execution services, clearing, and ~~potential~~products ~~competitors~~is ~~have~~intensely ~~greater~~competitive ~~financial,~~in ~~marketing,~~the ~~technological,~~asset ~~personnel~~classes and ~~other~~geographies ~~resources~~in ~~than~~which we dooperate. ~~These~~Increased ~~factors~~competition may ~~enable~~result ~~them~~in toa ~~develop~~decline ~~similar~~in orour ~~more~~share ~~innovative~~of ~~products,~~trading toactivity ~~offer~~and ~~lower~~a decline in our revenues from transaction and clearing fees orand ~~better~~market ~~execution~~data tofees, ~~their~~thereby ~~customers~~materially oradversely toaffecting ~~execute~~our ~~their~~operating ~~business~~results. ~~strategies~~We ~~more~~compete ~~quickly~~with ora ~~efficiently~~number ~~than~~of weentities ~~can.~~and Inmarkets ~~addition,~~on ~~our~~several ~~business~~different fronts, ~~financial~~including ~~condition~~the cost, quality, and ~~operating~~speed ~~results~~of ~~may~~our betrade ~~materially~~execution, ~~adversely~~functionality ~~affected~~and ifease weof ~~cannot~~use ~~successfully~~of ~~develop,~~our ~~introduce~~trading and~~/or~~ ~~market~~clearing ~~new~~platforms, range of our products and services, our technological innovation and ~~products~~adaptation orand ifour reputation. In particular, we ~~need~~have toseen ~~adopt~~increased ~~costly~~competition ~~and~~from ~~customized~~off-exchange ~~technology~~venues, ~~for~~which ~~our~~have ~~services~~increased ~~and~~their ~~products~~share of trading activity. See “Business – Competition” for more information.

Some of our competitors and potential competitors have greater financial, marketing, technological, personnel, and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition, and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products.

Emerging technologies, alternative settlement mechanisms, and 24-hour trading may also affect our traditional business models. For example, the adoption of tokenization or other emerging settlement technologies that enable self-clearing may reduce demand for traditional clearing services. New or existing competitors may also develop products or technologies that provide similar economic exposure or functionality to our existing offerings through different mechanisms, which may reduce demand for our products.

Furthermore, new or existing competitors may:

•respond more quickly to competitive pressures;

•develop products that compete with our products or are preferred by our customers;

•offer products and services at prices below ours to gain market share and to promote other businesses;

•develop and expand their technology and service offerings more efficiently;

•provide better, more user-friendly, and more reliable technology;

•develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, atomic settlement, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies;

•take greater advantage of acquisitions, alliances, and other opportunities;

•market, promote, bundle, and sell their products and services more effectively;

•leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and

•exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model.

If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts, our business, financial condition, and operating results could be materially harmed.

WeOur ~~depend~~business onand ~~third-party~~operations ~~service~~are ~~providers~~dependent ~~for~~upon ~~certain~~a ~~services~~number ~~that~~of ~~are~~third ~~important to our business~~parties. An interruption, significant increase in fees or cessation or impairment of ~~such~~the ~~service~~services provided by or activities performed by any ~~third~~such third-party could have a material adverse effect on our business, financial condition, and operating results.

WeOur ~~depend~~business and operations are dependent on a number of ~~service~~third ~~providers~~parties, including clearing organizations such as OCC, NSCC, ~~DTC~~the DTCC, the CDS, LCH, ~~Cboe~~ASX Clear ~~Europe~~Pty Ltd, and ~~Cboe~~SIX ~~Clear~~x-clear; ~~U.S.,~~ our wholly-owned subsidiaries, ~~JSCC,~~Cboe ~~ASX~~ Clear ~~Pty Ltd~~Europe, and ~~SIX~~Cboe ~~x-clear~~Clear U.S.; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third -party routing and clearing firms that are involved in processing transactions on our behalf. More specifically:

•If OCC, NSCC, ~~DTC~~DTCC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., ~~JSCC,~~ ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’'s technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In ~~2024~~2025, approximately 69% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. See other Risk Factors for additional information regarding revenue concentration ~~and below for additional information regarding OCC’s recent margin requirement proposal~~.

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•OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations. If any of them were unable to provide this information for a sustained period of time, we may be unable to offer trading on our options and equities markets.

•We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services. If this technology is unavailable, as a result of a number of potential causes, including technical failure, failure to successfully complete technological migrations, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets.

34•We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers' data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud, or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers' confidential data, which could result in harm to our business reputation.

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•We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation.

•FINRA and OCC provide certain regulatory services and functions for our options, equities and futures exchanges, while we retain regulatory responsibilities for such services. If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets.

•We rely on ~~FINRA CAT LLC~~CATLLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If ~~FINRA~~CATLLC ~~CAT LLC~~ or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets. In addition, if CATLLC is nonot ~~longer~~ able to collect fees again from Industry Members as a result of litigation or regulatory developments, the SROs may not be able to collect on the promissory notes related to the funding of the implementation and operation of the CAT and the SROs may continue to incur additional significant costs related to the historical, current, and future funding of the implementation and operation of the CAT. See Note 8 ("Credit Losses"), Note 9 ("Other Assets, Net"), and Note 23 ("Commitments, Contingencies, and Guarantees — Legal Proceedings") for further information.

•WeTrading ~~rely~~in certain of our products is dependent on the operational availability of markets operated by third ~~party~~parties. ~~routing~~These ~~and~~intermarket ~~clearing~~dependencies ~~firms~~can necessitate coordinated responses to ~~clear~~disruptions ~~trades~~across inmultiple ~~U.S.~~market ~~listed~~participants ~~equity~~and ~~securities~~may ~~routed~~impact byour usability to ~~other~~maintain orderly markets, ~~and~~in todependent ~~execute~~products. ~~trades~~For example, in November 2025, trading of futures and options ~~that~~on wethe ~~route~~Chicago toMercantile ~~other~~Exchange was halted by a data-center fault, resulting in disruptions to markets. across equities, foreign exchange, bonds, and commodities.

~~OCC~~We ~~has~~cannot ~~proposed~~provide assurance that any of these providers will be able to ~~establish~~continue ato ~~margin~~provide ~~add-on~~these ~~charge~~services ~~(“Intraday~~in ~~Risk~~an ~~Charge”)~~efficient ~~for~~manner ~~all~~or ~~clearing~~that ~~member~~they ~~accounts~~will be able to ~~help~~adequately ~~mitigate~~expand ~~the~~their ~~risks~~services ~~arising~~to ~~from~~meet ~~intraday~~our ~~and~~needs. ~~overnight~~An ~~trading~~interruption ~~activity.~~or Ifmalfunction ~~the~~in ~~Intraday~~or ~~Risk~~the ~~Charge~~cessation isor ~~applied~~impairment asof ~~currently~~an ~~proposed~~important service by ~~OCC,~~a ~~clearing~~third-party ~~members~~or disruption of a third-party’s ~~costs~~operations ~~associated~~could ~~with~~cause ~~clearing~~us to halt trading in some or all of our products or our services, ~~including~~make ~~SPX~~us ~~options~~unable to conduct other aspects of our business, ~~through~~cause ~~OCC~~us ~~may~~to ~~increase~~experience the loss of a significant number of market participants, ~~which~~or ~~may~~cause ~~result~~us into ~~lower~~experience a significant reduction in trading ~~volumes~~activity on our ~~exchanges~~options and futures markets, each of which could have a material adverse effect on our business, financial condition, and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition, and operating results.

WeIf ~~cannot~~an ~~provide~~index ~~assurance~~provider ~~that~~from ~~any~~which ofwe ~~these~~have ~~providers~~a ~~will~~license ~~be able to continue to provide these services in an efficient manner~~ or ~~that~~a ~~they~~service ~~will~~provider bewith ~~able~~respect to ~~adequately~~proprietary ~~expand~~products ~~their~~fails ~~services~~ to ~~meet~~maintain ~~our needs. An interruption or malfunction in or~~ the ~~cessation~~quality orand ~~impairment~~integrity of antheir ~~important~~indices ~~service by a third party~~ or ~~disruption~~fails ~~of a third party’s operations could cause us~~ to ~~halt~~perform ~~trading~~under ~~in some or all of~~ our ~~products~~agreements orwith ~~our services~~them, ~~make~~if uswe ~~unable~~fail to ~~conduct~~maintain ~~other aspects of our business, cause us to experience~~ the ~~loss~~quality ofand aintegrity ~~significant number~~ of ~~market~~our ~~participants~~proprietary indices or ~~cause~~indices ~~us to experience a significant reduction in trading activity on our options~~ and ~~futures~~other ~~markets,~~values ~~each~~that ofwe ~~which~~calculate ~~could~~or ~~have~~disseminate afor ~~material adverse effect on our business~~customers, ~~financial~~or ~~condition,~~if ~~and~~customer ~~operating~~preferences ~~results. In addition~~change, ~~our~~the ~~inability~~revenues tothat ~~make~~are ~~alternative~~generated ~~arrangements,~~from ~~such~~the astrading ~~moving~~of ~~clearing~~proprietary toproducts ~~another clearing agency, in a timely manner,~~ or atthe ~~all,~~calculation ~~could~~and ~~have~~dissemination aof ~~material~~index ~~adverse~~values ~~impact~~may ~~on our business, financial condition, and operating results~~suffer.

IfWe anare ~~index~~a ~~provider~~party ~~from~~to a number of license agreements that permit us to list tradable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we ~~have~~disseminate athird-party ~~license~~data or aact ~~service~~as an index provider ~~with~~and ~~respect~~calculate toand disseminate proprietary indices and other values. We believe that demand for our products ~~fails~~is tobased ~~maintain~~in part on market perception of the quality and integrity of ~~their~~these indices. orThe ~~fails~~quality toand ~~perform~~integrity ~~under~~of ~~our~~these ~~agreements~~indices ~~with~~are ~~them,~~dependent ifon wethe ~~fail~~ability of index providers, including us, to properly maintain the ~~quality~~indices. ~~and~~Maintenance ~~integrity~~includes ofongoing ~~our~~index ~~proprietary~~calculation ~~indices~~and orindex ~~indices~~rebalancing, and ~~other~~depends ~~values~~on ~~that~~data weproviders ~~calculate~~ for ~~customers~~a number of things, including the timely provision of accurate input data. Extended outages or ifdisruptions ~~customer~~at ~~preferences~~these ~~change~~third parties (whether due to technology failures, data center infrastructure issues, such as the ~~revenues~~cooling system malfunctions that ~~are~~occurred ~~generated~~at ~~from~~a ~~the~~third-party ~~trading~~exchange ofin ~~proprietary~~2025, cyberattacks, or other causes) could impair our ability to calculate indices, provide market data products, or ~~the~~maintain ~~calculation~~trading ~~and~~operations. ~~dissemination~~We ofalso rely on index ~~values~~providers ~~may~~to ~~suffer.~~enforce intellectual property rights against

We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to properly maintain the indices. Maintenance includes ongoing index calculation and index rebalancing, and depends on data providers for a number of things, including the timely provision of accurate input data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in derivative products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated. 31

Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index

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~~provider,~~unlicensed uses of the indices and ~~increased~~uses ~~exposure~~of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to ~~third~~those ~~party~~agreements ~~claims~~to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and ~~related~~integrity ~~litigation~~of ~~expenses~~indices, ~~which~~or ~~could~~if ~~have~~any aof ~~material~~the ~~adverse~~index ~~effect~~providers onor ~~our~~service ~~business~~providers, ~~financial~~including ~~condition~~us, fail to perform their obligations under the agreements, trading in derivative products, and ~~operating~~therefore ~~results~~transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated.

Differences in the calculations from methodologies described in published materials, incorrect calculations of our indices, errors in the dissemination of data, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third-party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.

We may not effectively manage our growth, which could materially harm our business, financial condition, and operating results.

We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems, and resources. We must continually improve our operational, billing, financial, and regulatory systems and managerial controls and procedures, and may need to continue to expand, train, and manage our workforce. We must also maintain close coordination among our technology, legal, accounting, finance, marketing, sales, regulatory, and compliance functions. If we fail to manage our growth effectively, our business, financial condition, and operating results could be materially harmed. For example, from time to time we discover and remediate billing errors, ~~however,~~while we are not aware of any of these errors having a material impact on our business, financial condition, or operating results to date, ~~however~~ we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny. Furthermore, failure to successfully expand into new asset classes, such as SFT, U.S. Treasuries, or event prediction markets, or new geographies, or if we fail to effectively manage strategic divestitures or wind downs may materially adversely affect our growth strategy and our future profitability.

Our continued growth will require increased investment by us in technology, facilities, personnel, and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train, and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes, which may be more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionally greater than or equal to the increase in our costs associated with this growth, our business, financial condition, and operating results may be materially adversely affected.

Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results.

In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, the Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include:

•fluctuations in currency exchange rates;

•complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators;

•difficulties in staffing and associated costs in managing multiple international locations;

•general economic, social, and political conditions, including ~~the~~increased ~~conflicts~~political intensions ~~Eastern~~and ~~Europe~~disagreements, including as a result of tariffs and ~~the~~trade ~~Middle~~policies, ~~East~~and geopolitical activity;

•protectionist laws and business practices that favor local businesses in some countries;

•reduced protection for intellectual property rights in some countries;

•different technology platforms;

•language and cultural differences;

•potentially adverse tax consequences; and

•natural disasters and extreme weather events that may impact global operations differently.

If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses, and may require significant management time and effort.

More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 ("Segment Reporting") for additional information about the Company’s geographic exposure.32

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More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese yen, the Philippine peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of increased political tensions and disagreements, including in connection with tariffs and trade policies, general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 ("Segment Reporting") for additional information about the Company’s geographic exposure.

Global trade policies, including the assessment of tariffs and other impositions on imported goods, may have a material adverse impact on our business.

Countries have announced new or increased tariffs on imported goods and that additional tariffs or increases in tariffs could be assessed in the future. If any such tariffs were to increase the costs of the products and services we use in our business, in particular the technology, communications, cloud, computer, and networking products and services that we use, and we were unable to mitigate the impacts of any such increased costs, it could have a material adverse impact on our business and our results of operations.

We and our licensors may not be able to protect our respective intellectual property rights.

We rely on patent, trade secret, copyright and trademark laws, the law of the doctrine of misappropriation and contractual provisions to protect our proprietary technology, proprietary products, index methodologies and other proprietary rights. In addition, we rely on the intellectual property rights of our licensors in connection with our listing of exclusively- licensed index options and futures products. We and our licensors may not be able to prevent third parties from copying, or otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively licensed index products without licenses, or otherwise infringing on our rights. We and our licensors may have to rely on litigation to enforce our intellectual property rights, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. We and our licensors may not be successful in this regard. Such litigation, whether successful or unsuccessful, could result in substantial costs to us, diversion of our resources or a reduction in our revenues, any of which could materially adversely affect our business.

36Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing members and other counterparties, and risks related to investing of collateral.

We are subject to risks related to operating our European clearinghouse, Cboe Clear Europe, and our U.S. clearinghouse, Cboe Clear U.S. Cboe Clear U.S. facilitates the clearing of financially-settled and continuous Bitcoin and Ether futures listed on CFE and may facilitate the clearing of other product classifications in the future. Cboe Clear Europe clears transactions executed on third-party exchanges and Cboe Clear U.S. may similarly clear transactions executed on third-party exchanges in the future. Operating such clearinghouses subjects us to, among other risks, the risks of failing to meet strict business continuity and financial resources requirements and regulatory oversight, risks of default by clearing members and counterparties, due to bankruptcy, lack of liquidity, operational failure or other reasons, the risks associated with the adequacy of participants’ margin, default and interoperable funds, and risks related to investing of such funds. These risks could subject our business to substantial losses, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate our business.

To mitigate the credit risks related to defaults of clearing members and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing member and clearing members are required to provide collateral to cover the margin requirement and default fund contributions and, in the case of certain clearing members with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable members to make deposits to an interoperability fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against our experiencing financial losses from defaults by the members or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing members to lose confidence in our clearinghouse.

Cboe Clear Europe entered into a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Substantial amounts of the collateral, and any

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~~otherwise~~amounts ~~obtaining~~drawn ~~and~~under ~~using~~this facility, ~~our~~may ~~intellectual~~be ~~property~~at ~~without~~risk ~~authorization,~~if ~~listing~~a clearing member defaults on its obligations to our ~~proprietary~~clearinghouse orand ~~exclusively-licensed~~its ~~index~~margin, ~~products~~default ~~without~~and ~~licenses~~interoperability orfund ~~otherwise~~deposits ~~infringing~~are oninsufficient ~~our~~to ~~rights~~meet its obligations. WeAdditionally, ~~and~~a ~~our~~default ~~licensors~~of this facility may ~~have~~allow tolenders, ~~rely~~under oncertain ~~litigation~~circumstances, to ~~enforce~~accelerate ~~our~~any ~~intellectual~~related ~~property~~drawn ~~rights,~~amounts ~~determine~~and ~~the~~may ~~validity~~result ~~and~~in ~~scope~~the acceleration of the ~~proprietary~~Company’s ~~rights~~other ofoutstanding ~~others~~debt to which a cross-acceleration or ~~defend~~cross-default ~~against~~provision ~~claims~~applies, ofwhich ~~infringement~~may orlimit ~~invalidity.~~the WeCompany’s liquidity, business, and ~~our~~financing ~~licensors~~activities. This facility is expected to terminate on June 26, 2026 and we may not be ~~successful~~able into ~~this~~enter ~~regard.~~into ~~Such~~a ~~litigation,~~replacement ~~whether~~facility ~~successful~~on orcommercially ~~unsuccessful~~favorable terms, ~~could~~or ~~result~~at inall. ~~substantial~~Additionally, ~~costs~~investment tolosses ~~us,~~in ~~diversion~~excess of ~~our~~capital ~~resources~~set oraside aby ~~reduction~~Cboe inClear ~~our~~Europe ~~revenues,~~for ~~any~~counterparty ofrisk ~~which~~are ~~could~~allocated ~~materially~~back ~~adversely~~to ~~affect~~clearing ~~our business~~members.

~~Our~~Additionally, ~~clearinghouse~~Cboe ~~operations~~Clear ~~expose~~U.S. uscould toexperience ~~associated~~losses ~~risks,~~in ~~including~~excess ~~credit,~~of ~~liquidity~~the collateral it holds, ~~market~~which ~~and~~may ~~other~~have ~~risks~~an ~~related~~adverse toeffect ~~the~~on ~~defaults~~our ofbusiness, if a clearing ~~participants~~member ~~and~~defaults ~~other~~on ~~counterparties~~its obligations to Cboe Clear U.S., and ~~risks~~its ~~related~~margin and its guaranty fund deposits are insufficient to ~~investing~~meet ofits ~~collateral~~obligations.

WeAlthough ~~are~~our ~~subject~~clearinghouses tohave ~~risks~~rules, ~~related~~policies, toand ~~operating~~procedures ~~our~~that ~~European~~are ~~clearinghouse,~~reasonably ~~Cboe~~designed ~~Clear~~to ~~Europe,~~help ~~and~~protect ~~Cboe~~them ~~Clear~~from ~~U.S.~~the aforementioned risks, ~~the~~such ~~clearinghouse~~policies ~~through~~and ~~which~~procedures wemay ~~facilitate~~not ~~the~~succeed ~~clearing~~in ofpreventing ~~cash-settled~~losses ~~margin~~after ~~Bitcoin~~a ~~and~~member's ~~Ether~~or ~~futures~~counterparty’s default. In addition, ~~including~~although ~~the~~we ~~risks~~believe ofthat ~~failing~~we tohave ~~meet~~carefully ~~strict~~analyzed ~~business~~the ~~continuity~~process ~~requirements~~for setting margins and ~~regulatory~~our ~~oversight~~financial safeguards, ~~risks~~it ofis ~~default~~a bycomplex ~~clearing~~process ~~participants~~ and ~~counterparties,~~there ~~due~~is tono ~~bankruptcy,~~guarantee ~~lack~~that ofour ~~liquidity,~~procedures ~~operational~~will ~~failure~~adequately orprotect ~~other~~us ~~reasons,~~from the risks ~~associated~~related ~~with~~to ~~the~~operating ~~adequacy~~our ofclearinghouses. ~~participants’~~For ~~margin~~example, ~~default~~we have previously identified and ~~interoperable~~addressed ~~funds~~potential procedure enhancement opportunities. We cannot assure you that the mitigating measures, policies, safeguards, and ~~risks~~risk ~~related~~management toprocedures ~~investing~~will ofbe ~~such~~sufficient ~~funds.~~to ~~These~~detect ~~risks~~problems ~~could~~or ~~subject~~to ~~our~~protect ~~business~~us tofrom ~~substantial~~a ~~losses,~~default ~~reputational~~or ~~harm,~~that ~~regulatory~~we ~~consequences,~~will ~~including~~not ~~litigation,~~be ~~fines~~materially and ~~enforcement~~adversely ~~actions,~~affected ~~and~~in the ~~inability~~event toof ~~operate~~a ~~our~~significant ~~business~~default.

To mitigate the credit risks related to defaults of clearing participants and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participant and clearing participants are required to provide collateral to cover the margin requirement and default fund contributions and in the case of certain clearing participants with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against us experiencing financial losses from defaults by the participants or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participants to lose confidence in our clearinghouse.

Cboe Clear Europe entered into a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Substantial amounts of the collateral, and any amounts drawn under this facility, may be at risk if a clearing participant defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations. This facility is expected to terminate on June 27, 2025 and we may not be able to enter into a replacement facility on commercially favorable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants. We cannot assure you that the mitigating measures, policies, safeguards and risk management procedures will be sufficient to detect problems or to protect us from a default or that we will not be materially and adversely affected in the event of a significant default.

Computer and communications systems failures and capacity constraints could harm our reputation and our business.

Our business depends on the integrity and performance of our computer and communications systems. If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, data center infrastructure issues such as cooling system malfunctions or hardware maintenance errors, natural disasters, power demands, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated disruptions in service, slower response times, and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading and clearing volumes, financial losses, decreased customer service and satisfaction, and regulatory sanctions and could have a material adverse effect on our ability to conduct our business. Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or ~~cyber-security~~cybersecurity breach. Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent, and liquid marketplace, if we can open at all, nor can we guarantee that clearing organizations will allow clearing services for existing or new products following a systems failure or ~~cyber-security~~cybersecurity breach. Moreover, with extended trading hours, we must operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely.

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Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following:

•unanticipated disruption in trading of our exclusively listed proprietary products or in service to our members and participants;

•failures or delays during peak trading times or times of unusual market volatility;

•slower response times and delays in trade execution, clearing, and processing;

•incomplete or inaccurate accounting, recording, clearing, or processing of trades; and

•distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity.

Any of these events may cause:

•a loss in transaction, clearing, or other fees due to the inability to provide trading in our exclusively listed proprietary products or provide services for a time;

•requests by market participants or others that we reimburse them for financial loss, either within the constraints of the limited liability provisions of our exchanges’ rules or in excess of those amounts;

•trading and clearing volumes to diminish on our markets and clearinghouse due to dissatisfaction with the platforms; and

•one or more of our regulators to investigate or take enforcement action against us.

As a consequence of any of these events, our business, financial condition, and results of operations could suffer materially.

In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility. However, we cannot assure you that our ~~estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance.~~

We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected. 34

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estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance.

We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure and power supply to accommodate the potential increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected.

Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.

Our technology platform uses open source software code. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. In addition, some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. Open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. We believe that our use of open source software is in compliance with the relevant open source software licenses and does not require disclosure of any of our source code. However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, reengineer or discontinue use of our software or take other remedial action, any or all of which could cause disruptions in, or impose significant costs on, our business.

Damage to our reputation could have a material adverse effect on our business, financial condition, and operating results.

We believe one of our competitive strengths is our strong industry reputation. Various issues may give rise to reputational risk, including issues relating to:

•the representation of our business in the media;

•the quality and benefits of using our proprietary products, including the reliability, integrity, and functionality of our transaction-based businesses and index calculations and the accuracy of our market data;

•the ability to execute our business plan, key initiatives or new business ventures, and the ability to keep up with changing customer demands and regulatory initiatives;

•our regulatory compliance and our enforcement of compliance on our customers;

•the accuracy of our customer billing, financial statements, and other financial and statistical information;

•the quality of our corporate governance structure;

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•the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision;

•the integrity and performance of our computer and communications systems;

•the ability to successfully complete technology migrations;

•the failure to successfully expand into new asset classes, such as SFT, or U.S. Treasuries or event prediction markets, or new geographies;

•security breaches, including any unauthorized delivery of proprietary data to third parties;

•management of our outsourcing relationships, including our relationship with FINRA and NFA;

•any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us;

•our listings business and our enforcement of our listing rules; and

•any negative publicity surrounding the corporate equities or ETPs that we serve as the listing destination.

Damage to our reputation could cause a reduction in the trading volume of our proprietary products or on our markets or cause us to lose customers. This, in turn, may have a material adverse effect on our business, financial condition, and operating results.

A limited number of customers comprise a material portion of our revenues, and the loss of key customers or a significant reduction in trading or clearing volumes by key customers could adversely affect our operating results.

We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks. For example, in ~~2024~~2025, our top ten customers accounted for approximately 5057% of our revenues. This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little or no warning and without penalty. In addition, from time to time, certain customers may represent a significant portion of the open interest in various of our individual products or business segments, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product or business segment. The loss of, or a significant reduction in trading or clearing volumes by, one or more of our key customers could result in a decrease in our transaction and clearing fees, reduce the revenue we generate from sales of market data and negatively impact the liquidity of certain of our products, which could result in a material impact on our business, financial condition, and operating results.

With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. As of December 31, 2024, there were 115 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79% of transaction and other fees collected through OCC in 2024. Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours, which could result in lower volumes on our exchanges and thereby have a material impact on our business, financial condition, and operating results.35

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or no warning and without penalty. In addition, from time to time, certain customers may represent a significant portion of the open interest in various of our individual products or business segments, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product or business segment. The loss of, or a significant reduction in trading or clearing volumes by, one or more of our key customers could result in a decrease in our transaction and clearing fees, reduce the revenue we generate from sales of market data and negatively impact the liquidity of certain of our products, which could result in a material impact on our business, financial condition, and operating results.

With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. As of December 31, 2025, there were 113 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 71% of transaction and other fees collected through OCC in 2025. Additionally, these three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements, or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours, which could result in lower volumes on our exchanges and thereby have a material impact on our business, financial condition, and operating results.

Financial or other problems experienced by third parties could have an adverse effect on our business.

We are exposed to credit risk from third parties, including customers, clearing agents, and counterparties. For example, we are exposed to credit risk for transaction fees we bill to customers on a monthly basis in arrears. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy, or other reasons. For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing ~~participants~~members and other counterparties and risks related to investing of collateral.”

In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our ~~customers~~Exchanges, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms: Wedbush, Morgan Stanley, Goldman Sachs, Wolverine, and BOA, that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates. Wedbush and Morgan Stanley guarantee equity trades until the trade has been submitted to and validated by NSCC, after which time NSCC provides a guarantee until the trade settles (T+1). Thus, Cboe Trading is potentially exposed to credit risk to the counterparty tofrom an equity trade routed to another market center until the trade has been processed and validated by NSCC on the trade date in the event that Wedbush or Morgan Stanley fails to perform. Additionally, BIDS Trading has counterparty credit risk exposure to BOA related to clearing until the trade has been processed and validated by the NSCC on the trade date. With respect to U.S. listed equity options ~~and futures~~, we deliver matched trades of our customers to the OCC, which acts as a central counterparty onfor all transactions occurring on Cboe Options, C2, BZX, and EDGX,. ~~and~~OCC ~~CFE,~~also ~~and,~~acts as a central counterparty for transactions in CFE products that are cleared by OCC. As such, OCC guarantees clearance and settlement of all of our ~~matched~~touched options and all of our matched futures and options on futures trades in CFE products cleared by OCC. With respect to Canadian equities, we deliver reports of matched trades of our customers to CDS, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on ~~Cboe Europe Derivatives~~CEDX, Cboe Clear Europe acts as a central counterparty that, for its clearing ~~participants~~members, becomes the buyer to every seller and the seller to every buyer. As a result, Cboe Clear Europe guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia and, as such, guarantees clearance and settlement on all of our matched trades in Australia. With respect to trades in CFE products cleared by Cboe Clear U.S., we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty and guarantees clearance and settlement for those transactions.

39With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the trade has been processed and validated by the NSCC on the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and, optionally, dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools.

Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties, and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures, or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition and operating results.

While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrease or revoke the credit available to the prime broker experiencing the event. Therefore, Cboe FX and Cboe SEF may have risk that is

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~~settlement~~related ~~obligations~~to ~~of buyers and sellers and takes on~~ the ~~risk~~credit of the ~~performance~~banks ofand ~~the~~prime ~~transactions~~brokers that ittrade ~~clears.~~spot ~~With~~FX ~~respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty~~ on ~~all~~the ~~transactions occurring on~~ Cboe ~~Australia~~FX ~~and~~platform, asor ~~such,~~NDFs ~~guarantees clearance and settlement~~ on ~~all~~Cboe ~~of our matched trades in Australia~~SEF. ~~With~~In ~~respect to Japanese equities~~addition, wedisruptions ~~deliver~~at ~~matched~~third ~~trades~~parties ofmay ~~our~~necessitate ~~customers~~coordinated toresponses ~~the~~across ~~JSCC,~~multiple ~~which~~market ~~acts~~participants ~~as a central counterparty on all transactions occurring on Cboe Japan~~ and, asmay ~~such,~~impact ~~guarantees clearance and settlement on all of~~ our ~~matched~~ability ~~trades~~to inmaintain ~~Japan.~~orderly ~~With~~markets ~~respect to trades~~ in ~~digital~~dependent ~~asset futures occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear U~~products.~~S., which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched futures trades.~~

With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the trade has been processed and validated by the NSCC on the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. Cboe Trading maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution.

With respect to U.S. listed equity and exchange traded product options, Cboe Trading is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers’ next invoice cycle following the execution.

Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition, and operating results.

We may be required to assume ownership of a position in securities in connection with our order routing service, which could subject us to trading losses when our broker-dealer disposes of that position.

We offer a smart-order routing service through our broker-dealer subsidiary, Cboe Trading, which provides its customers with access to other market centers when we route their orders to those market centers for execution. In connection with this service, we may assume ownership of a position in securities. This may occur, for example, when a market center to which we have routed a customer’s order experiences systemic issues and is unable to determine the status of that order. When this happens, we may make a business decision to provide a cancellation notice to our customer, relieving our customer of any liability with respect to the order. We may be informed later, however, that the order was executed at the market center to which we routed it, in which case Cboe Trading would be required to take ownership of that securities position. Our third-party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses.

We selectively explore acquisition opportunities, ~~and~~ strategic alliances and divestitures relating to ~~other~~ businesses, products, or technologies. We may not be successful in ~~integrating~~divesting ~~other~~or integrating businesses, products, or technologies ~~with our business~~. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition, and operating results.

We selectively explore and pursue ~~acquisition~~acquisitions and other opportunities to strengthen our business and grow our Company. We may enter into business combination transactions, make acquisitions, or enter into strategic partnerships, joint ventures or alliances, any of which may be material. The market for acquisition targets and strategic alliances is highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities. If we are required to raise capital by incurring debt or issuing additional equity for any reason in connection with a strategic acquisition or investment, financing may not be available or the terms of such financing may not be favorable to us and our stockholders, whose interests may be diluted by the issuance of additional stock.

The process of integration, including in new geographies and asset classes with new regulatory regimes, may expose us to a number of unforeseen risks and operating difficulties, including risks relating to information technology migrations, integrations and security, regulatory issues, and other issues, and may divert the attention of management from the ongoing operation of our business and harm our reputation. We may not successfully achieve the integration objectives, and we may not realize the anticipated cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected, any of which could negatively impact our business, financial condition, and operating results. ~~For example, in~~

40Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain key employees following acquisitions or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs.

~~Table~~In addition to risks associated with acquisitions and integrations, we may also face risks in executing strategic exits, divestitures, or wind downs of ~~Contents~~businesses. For example, we have announced the wind down of our Japan equities business, initiated sale processes for our Australia and Canada equities businesses and, subsequent to December 31, 2025, announced the wind down of CEDX. These actions may involve transitional disruptions, regulatory complexities, loss of customer relationships, reputational impacts, or challenges in retaining key personnel during the transition. If we are unable to effectively manage these exits or realize the anticipated cost savings and strategic benefits, our business, financial condition, and operating results could be materially adversely affected.

May 2024, we halted trading on the Cboe Digital spot market, our spot digital asset trading platform, in-line with our plans to wind down the spot digital asset trading market and refocus the digital asset business to leverage Cboe’s core strengths in derivatives, technology and product innovation.

Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs.

Our decision to wind down the Cboe Digital spot crypto market may negatively impact our digital asset business.

In April 2024, we announced plans to wind down the spot crypto market offered by Cboe Digital and transition the cash-settled margin Bitcoin and Ether futures contracts currently listed on Cboe Digital Exchange to CFE, pending regulatory review. On May 31, 2024, we halted all trading on the Cboe Digital spot market. The Cboe Digital spot market is closed for all participant and trading purposes. The Company expects to maintain the derivatives clearing services currently operated by Cboe Clear U.S., integrating these functions and teams into the existing organizational structure. The Company has brought Cboe Clear U.S. under unified leadership with the Global Head of Clearing. In connection with shutting down the spot crypto exchange, the Company also determined to unwind the minority ownership structure in Cboe Digital. Our decision to wind down the Cboe Digital spot crypto market may adversely impact our ability to develop new products based on digital assets, including the development and distribution of digital asset indices for potential use in exchange traded products and other derivative product opportunities. The wind down could impact our reputation within the digital asset industry and negatively impact the demand for our Bitcoin and Ether futures contracts. We expect competition to increase as existing and new competitors introduce new products or enhance existing products and the wind down of the spot crypto market may impact how market participants perceive us. In addition, we may not be able to successfully transition Cboe Digital Exchange’s cash-settled margin Bitcoin and Ether futures contracts to CFE and integrate the clearing services currently operated by Cboe Clear U.S. into the existing organizational structure.

Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.

Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear U.S., which is a derivatives clearing organization (“DCO”) registered with the CFTC. Risks associated with the operation of Cboe Clear U.S. include failing to meet strict business continuity and financial resources requirements and regulatory oversight, risks of default by clearing members and counterparties due to bankruptcy, lack of liquidity, operational failure or other reasons. Trading in Bitcoin and Ether futures with margin treatment began in January 2024 and we could experience losses in excess of the collateral, which may have an adverse effect on our business, if a clearing participant defaults on its obligations to our clearinghouse, and its margin and its guaranty fund deposits are insufficient to meet its obligations.

Risks Relating to Legal and Regulatory Matters

We operate in a highly regulated industry and may be subject to censures, fines, and other legal proceedings if we fail to comply with legal and regulatory obligations.

Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and SROs, and, as such, are subject to comprehensive regulation by the SEC. ~~CFE~~Cboe Fixed Income is a ~~DCM~~registered broker-dealer also subject to comprehensive regulation by the SEC and a member of FINRA. CFE and Cboe Digital Exchange are each a DCM, Cboe SEF is a SEF, and Cboe Clear U.S. is a DCO, each registered with the CFTC and subject to comprehensive regulation by the CFTC. In addition to its other SRO responsibilities, BZX, as a listing market, also is responsible for evaluating applications submitted by issuers interested in listing their securities on BZX and monitoring each issuer’s compliance with BZX’s continued listing standards. The Exchanges may be subject to additional responsibilities in other international jurisdictions where the Exchanges may be authorized to act as foreign exchanges. Failure to comply with these SRO and other regulatory responsibilities could result in potential sanctions or fines and a negative impact on Cboe’s reputation and/or branding.

Our European businesses are subject to regulatory oversight in the UK by the FCA and in the Netherlands by the DNB and the AFM, which, through the “passporting” regime, provides authorization to carry on business in other Member States of the EU and the EEA in accordance with the applicable EU legislation and regulation to which our European business is subject. Cboe Canada Inc. is subject to regulatory oversight in Canada by its primary provincial securities authority, the OSC. In addition, Cboe Canada Inc. is a Marketplace Member of, and subject to a regulation services agreement with, CIRO. Cboe Australia is subject to regulatory oversight in Australia by the ASIC. Cboe Japan is subject to regulatory oversight in Japan by the JFSA and the JSDA. BIDS Trading is a registered broker-dealer subject to regulatory oversight in the U.S. by the SEC and FINRA and is maintained as an independently managed and operated trading venue, separate from and not integrated with the SROs. The President of BIDS Trading leads BIDS Trading as an independent business within Cboe, reporting into an independent committee of the Board of Directors of Cboe Global Markets. If a regulatory authority makes a finding of non-compliance, conditional fines could be imposed, and our licenses could be revoked. Any such fine or revocation of a license could have a material adverse effect on our business, financial condition, and operating results. The Cboe Digital futures exchange (Cboe Digital Exchange) and clearinghouse (Cboe Clear U.S.) are regulated by 37

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Our European businesses are subject to regulatory oversight in the ~~CFTC~~UK by the FCA and ~~subject~~in the Netherlands by the DNB and the AFM, which, through the “passporting” regime, provides authorization to ~~comprehensive~~carry on business in other Member States of the EU and the EEA in accordance with the applicable EU legislation and regulation to which our European business is subject. Cboe Canada Inc. is subject to regulatory oversight in Canada by its primary provincial securities authority, the ~~CFTC~~OSC. In addition, Cboe ~~Clear~~Canada UInc.S. ~~has~~is ~~surrendered~~a orMarketplace Member of, and subject to a regulation services agreement with, CIRO. Cboe Australia is subject to regulatory oversight in Australia by the ~~process~~ASIC. ofCboe ~~surrendering~~Japan ~~its~~is ~~money~~subject ~~transmitter~~to ~~licenses~~regulatory oversight in Japan by the ~~states~~JFSA ~~where~~and ~~such~~the ~~licenses~~JSDA. orBIDS ~~equivalent~~Trading ~~were~~is ~~required~~a registered broker-dealer subject to ~~conduct~~regulatory ~~business~~oversight in ~~connection~~the ~~with~~U.S. by the SEC and FINRA. BIDS Trading operates an ATS that is not registered as a national securities exchange, and there is risk that the BIDS Trading ATS or certain other Cboe ~~Digital~~entities ~~spot~~could ~~market~~be deemed to be a "facility" of our registered national securities exchanges, which ~~closed~~could onmaterially ~~May~~affect ~~31,~~our ~~2024~~ability to operate these businesses under their current regulatory frameworks. InIf ~~addition~~a regulatory authority makes a finding of non-compliance, ~~Cboe~~or ~~Clear~~if Uregulatory interpretations change, conditional fines could be imposed, and our licenses could be revoked.S. ~~has~~Any ~~surrendered~~such ~~its~~fine ~~BitLicense~~or ~~from~~revocation ~~the~~of ~~NYDFS~~a license could have a material adverse effect on our business, financial condition, and operating results.

In addition to the requirements related to operating our U.S. markets imposed by the SEC and the CFTC, we also have certain responsibilities for regulating the TPHs and members that trade on our Exchanges. While we have entered into agreements under which FINRA, with respect to our options and equities exchanges provides certain regulatory services, and under which OCC, with respect to CFE provides certain financial surveillance and regulatory services, we retain ultimate responsibility for the regulation of our TPHs and members. We have begun to perform internally more of the regulatory services that FINRA used to handle.

Our ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of appropriate systems and procedures, our ability to attract and retain qualified personnel, the ability of FINRA and OCC to perform under their respective regulatory services agreements, the ability of FINRA and OCC to transition to us any other potential responsibilities under their respective regulatory services agreements, our ability to complete the new additional responsibilities for regulating our TPHs and members and our oversight of the work done by FINRA and OCC. The SEC and CFTC have broad powers to audit, investigate and enforce compliance and to punish noncompliance by, as applicable, SROs, DCOs, DCMs and SEFs pursuant to applicable laws, rules, and regulations.

If a regulatory authority were to find one of our programs of enforcement or compliance to be deficient, our SROs, DCM, or SEF could be the subject of investigations and enforcement proceedings that may result in substantial sanctions, including revocation of registration as a national securities exchange, DCM, or SEF. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, financial condition, and operating results. In addition, our SROs, DCM, or SEF may be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.

In addition, SROs are required by federal law to perform a variety of regulatory functions. In light of these responsibilities, some courts have held that SROs are immune to certain private causes of action relating to the performance of these regulatory functions. There is a risk that some courts may not apply this immunity doctrine to all claims. There is also a risk that legislative or regulatory developments may change the application of this immunity doctrine. Limitations on the application of the immunity doctrine could result in an increased exposure to litigation, and increase liability and/or other legal expenses. Further, under the CEA, CFE, Cboe SEF, Cboe Clear U.S., and Cboe Digital Exchange may be subject to litigation alleging that they have acted in bad faith. We also could be exposed to liability to regulators or other governmental authorities even in situations where immunity would bar a civil claim.

Legislative or regulatory changes affecting our markets could have a material adverse effect on our business, financial condition, and operating results.

Changes in regulation by the SEC, CFTC, FCA, DNB, AFM, CIRO, OSC, ASIC, JFSA, JSDA, other domestic and foreign regulators or other government action, including approval by these regulators of rule filings or initiatives by other SROs or entities, including OCC, could materially affect our markets, products and clearinghouse. In recent years, the securities and derivatives industries have been subject to regulatory changes as a result of increasing government and public scrutiny of the securities and derivatives industries. We have also experienced, and we may continue to experience due to changes in administrations in the jurisdictions that we operate and expansion into other asset classes, such as SFT, U.S. Treasuries, or event prediction markets, and geographies, an increase in rulemaking and legislation or changes in regulatory interpretations that could affect our business.

In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. Each of these proposals ~~have~~has been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC and await implementation. Rule 605 and Tick Size/Access Fee Cap rule may result in increased technology and compliance costs to Cboe. ~~This~~The Tick Size/Access Fee Cap rule is also likely to result in increased technology and compliance or challenge costs to Cboe, as well as potential adverse impact to Cboe’s trading volume and transaction fee revenue. The SEC has yet to take any additional action on Regulation Best Execution and Order Competition, but if adopted as-is, these proposals could result in market technology changes and additional compliance costs to Cboe, and have a material impact on our business, financial condition, and operating results. Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the proposed new rules do not appear likely to have a potential near term material impact, the new rules, if adopted as-is, may have a long term material impact on our business, financial condition, and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA. See Note 23 (“Commitments, Contingencies, and Guarantees — Legal Proceedings”) for more information.

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~~Under EU~~ and UKcompliance ~~regulations,~~costs ~~European and UK banks and other European and UK financial institutions become subject~~ to ~~punitive~~Cboe, ~~capital~~as ~~charges~~well ~~if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC is recognized~~ as apotential ~~third~~adverse ~~country~~impact ~~CCP~~to byCboe’s ~~the~~trading EUvolume and istransaction ~~currently~~fee ~~operating under the UK’s temporary recognition regime~~revenue. ~~Although~~In ~~the~~June ~~UK has not issued any equivalency determination with respect to U.S. CCPs~~2025, ~~OCC has submitted its application for permanent recognition in~~ the ~~UK.~~SEC ~~The~~withdrew ~~current deadline for recognition in~~ the UKRegulation isBest ~~December~~Execution ~~31, 2025,~~ and ~~may~~Order beCompetition ~~extended by His Majesty’s Treasury in the future in increments of 12 months each~~proposals. AsAdditionally, ~~a prerequisite to ultimately achieving recognition~~ in ~~the UK~~2025, ~~it is possible that OCC could be required by~~ the UKSEC toheld ~~contribute~~a ~~capital~~roundtable to ~~its~~examine ~~default~~potential ~~waterfall~~amendments ~~applicable in the event of clearing member default. This capital could be required~~ to beRule ~~drawn~~611 ~~before~~ (the ~~default~~Order ~~fund~~Protection ~~contributions~~Rule) ofunder ~~non-defaulting~~Regulation ~~clearing~~NMS. ~~members~~While inno ~~the~~formal ~~event~~proposal ~~that~~has abeen ~~defaulting~~released, ~~clearing~~potential ~~member’s~~changes ~~margin~~to ~~and~~Rule ~~other~~611 ~~contributions~~could ~~were~~have toserious beimplications ~~exhausted.~~for ~~OCC’s~~market ~~stockholders~~structure, ~~including~~order ~~Cboe~~routing ~~Options~~practices, ~~could~~and ~~effectively be required to fund this capital. If~~ the UKcompetitive ~~does~~dynamics ~~not~~among ~~recognize~~trading ~~OCC as a third country CCP~~venues, ~~then~~which UKcould ~~market~~materially ~~participants~~impact ~~that~~our ~~clear~~business, ~~through~~financial ~~OCC would become subject to punitive capital charges. As a result~~condition, ~~we could experience the loss of a significant number of UK market participants~~ and aoperating ~~significant~~results. ~~reduction~~See inNote ~~trading~~23 ~~activity~~(“Commitments, onContingencies, ~~our options~~ and ~~futures~~Guarantees ~~markets,~~— ~~which~~Legal ~~could~~Proceedings”) ~~have~~for amore ~~material adverse effect on our business, financial condition, and operating results~~information.

Under EU and UK regulations, European and UK banks and other European and UK financial institutions become subject to punitive capital charges if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC is recognized as a third country CCP by the EU and is currently operating under the UK’s temporary recognition regime. Although the UK has not issued any equivalency determination with respect to U.S. CCPs, OCC has submitted its application for permanent recognition in the UK. The current deadline for recognition in the UK is December 31, 2027, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each. As a prerequisite to ultimately achieving recognition in the UK, it is possible that OCC could be required by the UK to contribute capital to its default waterfall applicable in the event of clearing member default. This capital could be required to be drawn before the default fund contributions of non-defaulting clearing members in the event that a defaulting clearing member’s margin and other contributions were to be exhausted. OCC’s stockholders, including Cboe Options, could effectively be required to fund this capital. If the UK does not recognize OCC as a third country CCP, then UK market participants that clear through OCC would become subject to punitive capital charges. As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition, and operating results.

The implementation of MiFID II and MiFIR in Europe at the beginning of 2018 has encouraged competition among market centers in Europe. MiFID II and MiFIR have introduced a number of new rules, including enhanced internal organizational and compliance monitoring requirements, which apply directly to European trading venues such as our MTF and RM. The impact of MiFID II and MiFIR is significant, and the increased competition among market centers could reduce trading fees, while increasing our costs of operating in Europe. Additionally, European authorities are currently undertaking a review of MiFID as a result of which new rules may come into effect that could have a material impact on our business.

In 2021 the E.C. published proposals for the review of EU market structure, including provisions for a consolidated tape for the EU and changes to the transparency regime for equities. These proposals are expected to be implemented during 2026. AsIn ~~proposed~~2025, ~~these~~the E.C. published additional proposals that could impact EU market structure and the consolidated tape. These new rules, if amended during the legislative process, may have a material adverse effect on our business, financial condition, and operating results.

The legislative and regulatory environment in which the spot FX market operates is evolving and has undergone significant changes in the recent past, and there may be future regulatory changes in the spot FX industry. The FX Global Code was published in 2017, and re-affirmed in ~~2021~~2024, and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Amendments to the FX Global Code, changes in the interpretation or enforcement of existing laws and regulations by applicable governmental bodies and regulatory organizations, or the adoption of new legal or regulatory requirements, may also adversely affect our spot FX business. Further, our FX NDF business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities.

It is also possible that there will be additional legislative, regulatory, and enforcement changes, priorities or efforts in the environment in which we operate, or plan to operate, our businesses. Actions on any of the specific regulatory issues currently under review in the U.S. or internationally and other proposals could have a material impact on our business.

In addition, U.S. and foreign legislatures and regulators could impose legislative or regulatory changes that could materially adversely impact the ability of our market participants to use our markets or participate in the securities industry at all. Any such changes could result in the loss of a significant number of market participants or a reduction in trading activity on our markets, either of which could have a material adverse effect on our business, financial condition, and operating results. Changes or proposed changes in regulation may also result in additional costs of compliance and modification of market participants’ trading activity on our Exchanges and markets.

Any infringement by us on intellectual property rights of others could result in litigation and could have a material adverse effect on our operations.

Our competitors, as well as others, have obtained, or may obtain, patents or may otherwise hold intellectual property rights that are related to our technology or the types of products and services we offer or plan to offer. We may not be aware of all intellectual property that may pose a risk of infringement by our products, services or technologies. In addition, some potential patent applications in the U.S. are confidential until a patent is issued, and therefore we cannot evaluate the extent to which our products, services or technologies may be covered or asserted to be covered in pending patent applications. Thus, we cannot be sure that our products, services or technologies do not infringe on the rights of others or that others will not make claims of infringement against us. Claims of infringement are not uncommon in our industry, and even if we believe that such claims are without merit, they can be time-consuming and costly to defend and divert management resources and attention. If one or more of our products, services or technologies were determined to infringe a patent or other intellectual property right held by another party, we may be required to pay damages, stop using, developing or marketing those products, services or technologies, obtain a license from the intellectual property rights holders, or redesign those products, services or technologies to avoid infringement. If we were required to stop using, developing or marketing certain products, services or technologies, our business, financial condition, and operating results could be materially harmed. Moreover, if we

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Thus, we cannot be sure that our products, services, or technologies do not infringe on the rights of others or that others will not make claims of infringement against us. Claims of infringement are not uncommon in our industry, and even if we believe that such claims are without merit, they can be time-consuming and costly to defend and divert management resources and attention. If one or more of our products, services, or technologies were determined to infringe a patent or other intellectual property right held by another party, we may be required to pay damages, stop using, developing, or marketing those products, services or technologies, obtain a license from the intellectual property rights holders, or redesign those products, services, or technologies to avoid infringement. If we were required to stop using, developing or marketing certain products, services, or technologies, our business, financial condition, and operating results could be materially harmed. Moreover, if we were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition, and operating results.

Misconduct by our TPHs, members, participants or others could harm us.

We run the risk that our TPHs, members, participants, other persons who use our markets or our products, other persons for whom we clear transactions, our employees or those with which we have business relationships may engage in fraud, market or product manipulation, or other misconduct, which could result in regulatory and legal sanctions and penalties and serious harm to our reputation, especially because we are the parent company of SROs and other markets. It is not always possible to deter misconduct, or market or product manipulation, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, misconduct, or market or product manipulation by, or failures of, participants on our or other markets may discourage trading on our Exchanges, our other markets, or of our products, which could reduce revenues.

Managing our business interests and our regulatory responsibilities may adversely affect our business.

As a competitive business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions. This may create competing interests between our business interests and our regulatory responsibilities. Any failure by us to fulfill our regulatory obligations could significantly harm our reputation, increase regulatory scrutiny or cause the SEC or CFTC to take action against us, all of which could materially adversely affect our business, results of operations or financial condition.

BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading and our ability to comply with such framework and if we fail to adhere to such framework or the BIDS Trading ATS is otherwise deemed a “facility” of our registered national securities exchanges, our business, financial condition, and operating results may be adversely affected.

The U.S. equities ATS operated by BIDS Trading is regulated as a broker-dealer sponsored alternative trading system and not a registered national securities exchange. Because we acquired BIDS Trading, it is now under common ownership with our registered national securities exchanges that, in some cases, offer trading in the same securities as those traded on the BIDS Trading ATS. Absent sufficient separation, this common ownership of an ATS and registered national securities exchanges offering trading in the same securities presents the potential for the BIDS Trading ATS to be deemed a “facility” of our registered national securities exchanges. If the BIDS Trading ATS were to be deemed to be a “facility” of our registered national securities exchanges, certain exchange regulations could be extended to the BIDS Trading ATS, which could have a material adverse impact on BIDS Trading’s business model. This could reduce the BIDS Trading ATS’ competitiveness and volumes and could result in a reduction of the value of the BIDS Trading ATS to us. This could also potentially result in fines or other penalties being assessed against us for our failure to operate the BIDS Trading ATS as a “facility,” which could have a material adverse effect on our business, financial condition, and operating results.

To mitigate the risk that the BIDS Trading ATS is deemed a “facility” of our registered national securities exchanges, we have developed and implemented an operational and governance framework for our ownership of BIDS Trading that is intended to preserve the strategic, technological, business, and operational independence of the BIDS Trading ATS from our registered national securities exchange businesses, such that the BIDS Trading ATS and our registered national securities exchanges would not be deemed to be integrated or otherwise linked for “facility” purposes. This framework is supported by highly detailed policies, procedures and controls. However, because of the lack of precedent for common ownership of an ATS and registered national security exchanges offering trading in the same securities, there is risk that our framework and supporting policies, procedures and controls could be deemed to be insufficient to prevent the BIDS Trading ATS from being deemed to be a “facility” of our registered national securities exchanges. In addition, because of the comprehensive and highly detailed nature of our framework and supporting policies, procedures and controls, there is risk that we could inadvertently fail to fully adhere to our operational and governance framework and related policies, procedures and controls. There is also risk that new legislation or regulation, or changes in existing regulation or other government action, relating to “facilities” of registered national securities exchanges and/or the common ownership of an ATS and registered national securities exchanges offering trading in the same securities could materially affect our ability to own and operate the BIDS Trading ATS under the current operational and governance framework, including without the BIDS Trading ATS being deemed a “facility” of our registered national securities exchanges. Occurrence of any of the risks described in this paragraph could result in the BIDS Trading ATS being deemed to be a “facility” of our registered national securities exchanges, which could reduce the BIDS Trading ATS’ competitiveness and volumes and could result in a reduction of the value of the BIDS Trading ATS to us, and could also potentially result in fines or other penalties being assessed against us for our failure to operate the BIDS Trading ATS as a “facility,” which could have a material adverse effect on our business, financial condition, and operating results.

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If our risk management and compliance methods are not effective, we may suffer adverse consequences, such as investigations and enforcement actions from regulators, our business, financial condition, and operating results may be adversely affected.

We maintain and continually seek to enhance and improve risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor, and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation. Further, we face the risk of intervention by regulatory authorities, including extensive examination and surveillance activity. In the case of actual or alleged non-compliance with applicable laws or regulations, we could be subject to investigations and judicial or administrative proceedings that may result in penalties, settlements or civil lawsuits, including by customers, or third parties, for damages, which may be substantial. For example, the SEC has previously brought actions against exchange operators, including us, for failing to fulfill their obligations to have an effective regulatory system. Further, as a result of ongoing risk management and related market surveillance review activities, we have identified, addressed, and continue to address potential market surveillance enhancement opportunities. Any failure to comply with applicable laws and rules could materially adversely affect our business, reputation, financial condition, and operating results and, in extreme cases, our ability to conduct our business or portions thereof. As the parent company for SROs, other markets, and clearinghouses, we are responsible for maintaining markets that comply with securities and futures laws, SEC, FCA, AFM, DNB, CIRO, OSC, ASIC, JFSA, JSDA, ESMA, and CFTC regulations and the rules of the respective exchanges, markets, and clearinghouses.

We have methods to identify, monitor, and manage our risks. Management of legal, compliance, and regulatory risk, among other risks, requires policies and procedures to properly monitor and manage risk. Additionally, as we ~~continue~~seek to ~~integrate~~divest ~~the~~or ~~technology,~~wind ~~associates,~~down ~~and~~certain ~~processes of acquisitions~~businesses, we may not be able to identify additional risks. Further, the practices we utilize to ~~integrate~~divest ~~these~~or ~~acquisitions~~wind down certain businesses may not be effective at identifying or monitoring and managing risks related to ongoing ~~integration~~ activities. If our policies, procedures, and compliance systems are not effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition, and operating results could be materially adversely affected. We cannot provide assurance that our policies and procedures will always be effective, or that our management, compliance department, risk department, regulatory department and related enterprise risk management framework, including the three lines of defense approach, and internal audit department would be able to identify any such ineffectiveness. If these departments or the enterprise risk management framework, and related policies and procedures are not effective, we may be subject to monetary or other penalties by our regulators, and our insurance policies may not provide adequate coverage.

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Our ability to implement or amend rules could be limited or delayed by required regulatory review processes, which could negatively affect our ability to implement needed changes.

Our Exchanges registered with the SEC must submit proposed rule changes to the SEC for its review and, in many cases, its approval. Even where a proposed rule change may be effective upon filing with the SEC, the SEC retains the right to suspend and disapprove such a rule change. Also, the CFTC may stay or disapprove rules that we file with it for Cboe Clear U.S., Cboe Digital Exchange, CFE, or Cboe SEF. The rule review process can be lengthy and can significantly delay the implementation of proposed rule changes that we believe are necessary to the operation of our markets. If the SEC or CFTC delays, including because of a government shutdown, such as the 2025 government shutdown which resulted in delayed rule implementation and product launches, or does not allow one of our Exchanges to implement a rule change, this could negatively affect our ability to make needed changes or implement business activities.

Similarly, the SEC must approve amendments to our exchange subsidiaries’ certificates of incorporation and bylaws as well as certain amendments to the certificate of incorporation and bylaws of Cboe Global Markets. The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or ~~recognize~~recognizing income from new products.

Changes in the tax laws and regulations affecting us, our offerings and our market participants could have a material adverse effect on our business.

Legislation may be enacted or interpretative guidance issued, both domestically and internationally, that could result in transaction, sales, or value added taxes on our offerings or change the way that our market participants are taxed on the products they trade on our markets. A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but to date such proposals have not resulted in additional legislation in our principal markets or a pan European level tax. Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require that gains and losses be taxed at ordinary income tax rates. Further, tax authorities have issued interpretive guidance in the U.S. that, if prevailing, could expand the scope of our offerings that are subject to sales tax. Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.

In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S. jurisdictions. More specifically, some jurisdictions where we operate have implemented Pillar 2 laws to effectuate a 15% minimum tax. Changes in tax laws, regulations or policies or successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate.

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successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate.

We are subject to litigation risks and other liabilities.

Many aspects of our business involve substantial risks of litigation and other liabilities. Although under current law we expect to be immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, we expect this immunity will only cover certain of our activities in the U.S., and we could be exposed to liability under foreign, national and local laws, court decisions, and rules and regulations promulgated by regulatory agencies.

Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, cybersecurity, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations, and the businesses of companies listed on any of our exchanges. Liability could also result from disputes over the terms of a trade executed on one of our markets, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction.

For example, we are subject to on-going legal and tax disputes that could result in the payment of fines, interest, penalties or damages and could expose us to additional liability in the future. See Item 3 “Legal Proceedings” in this Annual Report for a general description of our legal proceedings and claims, Note 21 ("Income Taxes"), and Note 23 ("Commitments, Contingencies, and Guarantees") to the consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal and tax proceedings.

Further, we could incur significant expenses vigorously defending the claims mentioned above (including those found to be barred due to immunity) and any future claims, even those without merit, which could adversely affect our business, financial condition, and operating results. The outcomes of existing claims and any future claims cannot be determined and an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition, and operating results. In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change.

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Risks Related to Our Common Stock and Indebtedness

If our goodwill, long-lived assets, investments in non-consolidated subsidiaries, and intangible assets become impaired, the resulting charge to earnings may be significant.

We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets, or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition.

As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2025, in which all reporting units estimated fair value exceeded their carrying value, we do not consider our goodwill and indefinite-lived intangibles to have a significant risk of impairment.

We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition, and operating results.

As of December 31, ~~2024~~2025, we had $~~648~~649.63 million of senior unsecured notes due 2027, $~~495~~496.53 million of senior unsecured notes due 2030, $~~296~~297.93 million of senior unsecured notes due 2032, no funds outstanding under our revolving credit facility, and no funds outstanding under the Cboe Clear Europe Credit Facility. ~~In 2023, we terminated and paid off outstanding amounts under our term loan facility.~~ The financial and other covenants to which we have agreed and our indebtedness may have the effect of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness and making us more vulnerable to general adverse economic and industry conditions. Further, we may default on our obligations or violate the covenants, in which case, we may be required to seek a waiver of such default or the debt obligations may be accelerated. A default under any of our indebtedness with cross default provisions could result in a default on our other indebtedness. Our indebtedness may also increase future borrowing costs, and the covenants pertaining thereto may also limit our ability to repurchase shares of our common stock, issue dividends, increase dividends or obtain additional financing to fund working capital, capital expenditures, acquisitions or general corporate requirements. We are also required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including working capital, capital expenditures, regulatory capital requirements, and general corporate purposes. Also, our ability to fund capital expenditures and return capital to stockholders may depend on the amount of capital held due to regulatory capital requirements and the amount of capital committed related to lines of credit granted by the Company to our subsidiaries in connection with their regulatory capital requirements.

Our ability to make payments on and to refinance our debt obligations and to fund planned capital expenditures depend on our ability to generate cash from our operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

We may not be able to refinance any of our indebtedness on commercially favorable terms, or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to ~~affect~~effect such actions, if necessary, on commercially favorable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition, and operating results.

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Deterioration in our credit profile may increase our costs of borrowing money.

As of December 31, ~~2024~~2025, we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s ~~Investor~~Investors Service (A3A2). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating. There is no assurance that we will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade our rating below investment grade, our borrowing costs could increase.

If our goodwill, long-lived assets, investments in non-consolidated subsidiaries and intangible assets become impaired, the resulting charge to earnings may be significant.

We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition.

As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2024, in which all reporting units estimated fair value exceeded their carrying value, we do not consider our goodwill and indefinite-lived intangibles to have a significant risk of impairment.

Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries. Accordingly, there can be no guarantee that we will pay dividends to our stockholders.

Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and the SEC and other factors that the board deems relevant. As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its obligations and pay dividends to its stockholders. If these subsidiaries are not profitable, or even if they are and they determine to retain their profits for use in their businesses, we will be unable to pay dividends to our stockholders.

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obligations and pay dividends to its stockholders. If these subsidiaries are not profitable, or even if they are and they determine to retain their profits for use in their businesses, we will be unable to pay dividends to our stockholders.

Certain provisions in our organizational documents and governing law could prevent or delay a change of control.

Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying, or preventing a change of control or any unsolicited acquisition proposals for us. These include provisions:

•prohibiting stockholders from acting by written consent;

•requiring advance notice of director nominations and of business to be brought before a meeting of stockholders; and

•requiring that stockholders collectively hold at least 25% of the outstanding shares of our capital stock before they may request a special meeting.

In addition, our organizational documents include provisions that:

•restrict any person from voting or causing the voting of shares of stock representing more than 20% of our outstanding voting capital stock; and

•restrict any person from beneficially owning shares of stock representing more than 20% of the outstanding shares of our capital stock.

Furthermore, our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of our preferred stock is likely to be senior to our common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock.

Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes. Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors.

47Furthermore, the European countries where we operate regulated entities, such as the UK and the Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock.

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for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors.

Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents by protecting the confidentiality, integrity, availability, and reliability of our systems, networks and information. These policies, procedures, and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three-line defense strategy that includes, the business lines, the Enterprise Risk Management Committee, the Risk Management and Information Security Department, the Compliance Department and the Internal Audit Department. Further, we have developed and conduct at least annually cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. At least annually, we also conduct simulations, tabletop exercises, independent third-party cybersecurity penetration assessments, and response readiness tests. In addition, the information technology systems of our self-regulatory organizations are subject to periodic reviews, audits, and inspections by regulatory authorities. We also conduct diligence on cybersecurity practices in connection with our overall risk assessment when evaluating expansion into new regions, strategic opportunities, and new products.

We engage assessors, consultants, auditors, and other third parties in connection with developing and evaluating our overall risk management framework. Additionally, our internal audit team periodically engages third parties to co-source internal audits of our information security processes. We strive to utilize best practices in our information security management and follow applicable industry standards.

In support of our risk management framework, we maintain a vendor management policy and program to manage third-party risk. Embedded in our vendor management policy is a defined process to assess the risks related to new vendors. Vendors deemed to be high risk are re-assessed annually. These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.

We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee, Computer Security Incident Response Team, Cyber Crisis Management Team, and a dedicated internal information security team. Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry. Our Chief Information Security Officer has over a dozen years of experience leading information security programs including, experience in cybersecurity consulting, leading strategy and the implementation of cyber defenses for several of the top online retailers in the United States, as well as serving as Chief Information Security Officer for Cboe Digital Exchange and Cboe Clear U.S. Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements. We have an information security department with associates who are located around the globe. Our Chief Risk Officer’s tenure with Cboe spans 24 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.43

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of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.

We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee, Computer Security Incident Response Team, Cyber Crisis Management Team, and a dedicated internal information security team. Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry. Our Chief Information Security Officer has over a dozen years of experience leading information security programs including experience in cybersecurity consulting, leading strategy and the implementation of cyber defenses for several of the top online retailers in the United States, as well as serving as Chief Information Security Officer for Cboe Digital Exchange and Cboe Clear U.S. Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements. We have an information security department with associates who are located around the globe. Our Chief Risk Officer’s tenure with Cboe spans 25 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.

Our incident response team is responsible for identifying potential cybersecurity incidents and communicating information regarding the nature and severity of the incident to senior management and others as required by the Company’s written Incident Response Plan. Cybersecurity incidents are tracked pursuant to our incident monitoring processes defined within the Incident Response Plan. Potential cybersecurity incidents may also be reported to our Disclosure Committee to determine if further action and/or public disclosure is required. We have also put in place a vulnerability management program through which our systems are routinely scanned to help identify vulnerabilities and track remediation activities.

The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk. In particular, the Board’s Risk Committee receives recurring updates and reports on information security-related topics from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk Committee receives recurring presentations from senior management on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threats, physical security, information related to third-party cyber assessments, and risks associated with the use of third -party service providers. The Risk Committee also reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis. Additionally, in 2025, the Board, along with senior management, participated in a cybersecurity tabletop exercise.

48We, and the third parties with which we interact, have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations, or financial condition to date. We cannot assure you that we, or the third parties with which we interact, will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information.

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reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis. Additionally, in 2024, the Board, along with senior management and third-party advisors, participated in a cybersecurity ransomware tabletop exercise.

We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date. We cannot assure you that we will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information.

Item 2. Properties

The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, Europe, Asia, and Australia, including main hubs in New York, London, Kansas City, and Amsterdam. Our principal properties as of December 31, ~~2024~~2025 are listed in the table below:

Location

Classification

Owned/Leased

Lease Expiration

Approximate Size

433 West Van Buren Street, Chicago, Illinois

Global headquarters and office space

Leased

August 2035

185,000 sq. ft.

8050 Marshall Drive, Lenexa, Kansas

Office space

Leased

September 2025

62,000 sq. ft.

6800 West 115th Street, Overland Park, Kansas

Office space

Leased

May 2035

60,000 sq. ft.

141 West Jackson Boulevard, Chicago, Illinois

Trading floor and office space

Leased

October 2032

52,000 sq. ft.

1 Farrer Place, Sydney 2000 Australia

Office space

Leased

December 2026 and September 2031

40,000 sq. ft.

Gustav Mahlerplein 73-83, Amsterdam, Netherlands

Office space

Leased

January 2032

29,500 sq. ft.

1 Farrer Place, Sydney 2000 Australia

Office space

Leased

December 2026 and September 2031

29,000 sq. ft.

17 State Street, New York, New York

Office space

Leased

December 2027

22,000 sq. ft.

11 Monument Street, London, United Kingdom

Principal UK office space

Leased

March 2027, with one 5 year renewal option

21,000 sq. ft.

Rockwell Business CenterSheridan, Sheridan StreetCorner United Street, Highway HillsMandaluyong City 1550Philippines

Office space

Leased

November 2028

16,000 sq. ft.

Rockwell Business Center Sheridan, Sheridan Street Corner United Street, Highway Hills Mandaluyong City 1550 Philippines

Office space

Leased

November 2028

16,000 sq. ft.

65 Queen Street West Toronto, Ontario, Canada

Office space

Leased

April and June 2028

11,000 sq. ft.

One Liberty Plaza, New York, New York

Office space

Leased

May 2027

8,500 sq. ft.

The sale of the Company’s former headquarters, including the associated land, building, and certain furniture and equipment of the former headquarters location, was completed on June 28, 2024. See Note 7 ("Property and Equipment, Net") of the consolidated financial statements included herein for further information. In May 2024, the Company entered into an agreement to amend its lease agreement for its Lenexa, Kansas office space. Additionally, in September 2024, the Company signed a new lease to secure approximately 60,000 square feet of office space in Overland Park, Kansas. See Note 24 ("Leases") of the consolidated financial statements included herein for further information.

We believe that our properties are in good operating condition and adequately serve our current business operations. Generally, our properties are not earmarked for use by a particular segment. Instead, most of our properties are used by two or more segments. We also anticipate that suitable additional or alternative space will be available at commercially reasonable terms for future expansion to the extent necessary.

Our primary data center in the United States is in Secaucus, New Jersey, and its disaster recovery center is in Chicago, Illinois. In Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London. In Asia Pacific, our primary data ~~centers~~center ~~are~~is in ~~Tokyo, Japan and~~ Sydney, Australia and secondary data centers are located in Osaka City and Tokyo, Japan and Sydney, Australia.

49See Note 24 ("Leases") to the consolidated financial statements included herein for further information.

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See Note 7 ("Property and Equipment, Net") and Note 24 ("Leases") to the consolidated financial statements included herein for further information.

Item 3. Legal Proceedings

Cboe incorporates herein by reference the discussion set forth in Note 21 ("Income Taxes") and Note 23 ("Commitments, Contingencies, and Guarantees") of the consolidated financial statements included herein.

Equity Access Fees Cap Challenge

In December 2022, the SEC released four equity market structure proposals, including one concerning Regulation NMS Amendments: Tick Size, Access Fees, and Transparency. On October 8, 2024, the SEC promulgated Final Rules concerning Reg NMS to amend the minimum pricing increments for the quoting of certain NMS stocks, reduced the access fee caps and enhance the transparency of better priced orders (“Final Rules”). Among other things, the Final Rules reduce the access fee cap from $0.30 per 100 shares to $0.10 per 100 shares.

On October 30, 2024, the Company and the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA (collectively, the “Cboe equity exchanges”) and Nasdaq, Inc. filed a Petition for Review (“PFR”) in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”) appealing the Final Rules. On December 3, 2024, the Cboe equity exchanges and Nasdaq, Inc. filed a request with the SEC for a stay to delay the initial implementation date of the Final Rules, which was scheduled to occur in November 2025. On December 12, 2024, the SEC granted a stay of the challenged provision of the Final Rules until the litigation is resolved. Merits briefing will conclude at the beginning of the second quarter of 2025.

The Final Rules, amongst other things, are expected to reduce access fee caps to a level that may inhibit our ability to incentivize liquidity on our U.S. equities exchanges, thereby resulting in a reduction in transaction fee revenue, as well as limit our ability to differentiate our fee schedule and compete with other national securities exchanges and off-exchange venues, which may have a material impact on our business, financial condition, and operating results. The Company and the Cboe equity exchanges intend to litigate the matter vigorously.

OEMS Disapproval Order Challenge

On February 13, 2024, Cboe ~~Exchange,~~Options ~~Inc. (“Cboe”)~~ filed a proposal to adopt a new rule regarding ~~order and execution management systems (“~~OEMS”). The proposed new rule provided that an exchange-affiliated OEMS that satisfies criteria (designed to ensure the OEMS is acting independently from the exchange) is not a facility of the exchange, and therefore not subject to the rule filing requirements of Section 19(b) of the ~~Securities~~ Exchange Act ~~of 1934~~. The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors.

On October 31, 2024, the SEC issued an order disapproving Cboe Options’s proposal. On December 26, 2024, Cboe Options filed a Petition for Review (“PFR”) of the SEC’s disapproval order in the Court of Appeals for the Seventh Circuit (the “7th Circuit”). The ~~Company~~briefing on the merits concluded on June 20, 2025, and ~~Cboe~~oral ~~intend~~argument towas ~~litigate~~held on November 4, 2025. On November 26, 2025, the ~~matter~~parties ~~vigorously~~filed a voluntary stipulation with the 7th Circuit to end the litigation.

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Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of ~~January 31~~February 13, ~~2025~~2026, there were approximately ~~108~~98 holders of record of our common stock.

Dividends

Each share of common stock, including restricted stock units, is entitled to receive dividend and dividend equivalents, respectively, if, as, and when declared by the Board of Directors of the Company.

The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit or, in some cases, prohibit our ability to issue or pay dividends.

As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law.

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds

Not applicable.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share Repurchase Program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $2.3 billion as of December 31, ~~2024~~2025. The program permits the Company to purchase shares, through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation.

Under the program, for the year ended December 31, ~~2024~~2025, the Company repurchased 1305,~~148,295~~317 shares of common stock at an average cost per share of $~~177~~213.8674, totaling $~~204~~65.3 million. Since inception of the program through December 31, ~~2024~~2025, the Company has repurchased 2021,~~758~~063,~~383~~700 shares of common stock at an average cost per share of $7880.0502, totaling $1.67 billion. As of December 31, ~~2024~~2025, the Company had $~~679~~614.85 million of availability remaining under its existing share repurchase authorizations. The Company did not repurchase shares under the Company's share repurchase program during the three months ended December 31, 2025.

The Company did not repurchase shares under the Company's share repurchase program during the three months ended December 31, 2024.

Purchase of common stock from employees

During the fiscal quarter ended December 31, ~~2024~~2025, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, ~~2024~~2025:

Period	Total number of sharespurchased	Average price paidper share
October 1 to October 31, 2024	6,392	$	206.00
October 1 to October 31, 2025	6,564	$	244.71
November 1 to November 30, 2024	226	204.98
November 1 to November 30, 2025	461	254.29
December 1 to December 31, 2024	277	211.18
December 1 to December 31, 2025	—	—
Total	67,~~895~~025	$	~~206~~245.1734

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Stockholder Return Performance Graph

The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, ~~2019~~2020 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.

An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, ~~2019~~2020, and its performance is tracked on an annual basis through December 31, ~~2024~~2025.

Comparison of Cumulative Total Return of the

Company, Peer Groups, Industry Indices, and/or Broad Markets

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Cboe Global Markets, Inc., the S&P 500 Index

and a Peer Group

*$100 invested on 12/31/1920 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

~~Date~~Data Source: Yahoo Finance, Closing Price(s)

12/19

12/20

12/21

12/22

12/23

12/24

12/20

12/21

12/22

12/23

12/24

12/25

Cboe Global Markets, Inc.

~~100.00~~$

100.00

~~78.83~~$

142.23

~~112.12~~$

139.15

~~109.69~~$

200.90

~~158.37~~$

222.49

~~175.40~~$

289.12

S&P 500

100.00

~~155~~128.6871

~~200~~105.3740

~~164~~133.0810

~~207~~166.2140

~~259~~196.0516

Peer Group

100.00

~~115~~136.3251

~~158~~111.1910

~~129~~128.3401

~~147~~157.3042

~~182~~188.2011

53Item 6. [Reserved].

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist the reader in understanding the results of operations, liquidity and capital resources, and critical accounting estimates and policies through the eyes of our management team. The following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included in Item 8 of this Annual Report on Form 10-K. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Forward-Looking Statements” above.

A detailed comparison of the Company’s ~~2023~~2024 operating results to its ~~2022~~2023 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s ~~2023~~2024 Annual Report on Form 10-K filed February 1621, ~~2024~~2025 at www.sec.gov.

INTRODUCTION

Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:

•Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive, and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses.

•Results of Operations – Includes an analysis of the Company’s ~~2024~~2025 and ~~2023~~2024 financial results and a discussion of any known events or trends which are likely to impact future results.

•Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements.

•Critical Accounting Estimates – Provides an explanation of accounting estimates which may have a significant impact on the Company’s financial results and the judgments, assumptions, and uncertainties associated with those estimates.

•Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results.

EXECUTIVE SUMMARY

Overview

Cboe’s subsidiaries include the largest options exchange and the third largest equities exchange operator in the U.S. In addition, the Company operates Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European ~~equities and derivatives~~ clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, ~~Canada, Australia,~~ and ~~Japan~~Canada, Cboe Australia, an operator of ~~trading~~a ~~venues~~regulated instock ~~Australia,~~exchange ~~Cboe Japan, an operator of trading venues~~ in ~~Japan~~Australia, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada ~~Inc.~~, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

OnIn ~~April 25~~2025, ~~2024,~~following ~~the~~a ~~Company~~comprehensive ~~announced~~strategic ~~plans~~review toof ~~refocus~~its ~~the~~global ~~digital asset~~ business tooperations, ~~leverage~~Cboe ~~its~~initiated ~~core~~the ~~strengths~~wind indown ~~derivatives,~~of ~~technology,~~its ~~and~~Japanese ~~product~~equities ~~innovation. On May 31~~business, ~~2024,~~including the ~~Company~~cessation ~~halted~~of ~~trading~~operations onof ~~the~~its Cboe ~~Digital~~Japan ~~spot~~proprietary ~~market~~trading ~~(“Cboe~~system ~~Digital~~and ~~spot~~Cboe ~~market”).~~BIDS ~~The~~Japan ~~Cboe~~block ~~Digital~~trading ~~spot~~platform, ~~market~~initiated isa ~~closed~~sales process for ~~all~~its ~~participant~~Cboe Australia and ~~trading~~Cboe ~~purposes.~~Canada ~~In addition~~businesses, ~~the~~discontinued ~~Company~~its ~~plans~~U.S. toand ~~transition~~European ~~the~~Corporate ~~cash-settled~~Listings ~~margin~~efforts, ~~Bitcoin~~ and ~~Ether~~reduced ~~futures~~costs ~~contracts,~~associated ~~currently~~with ~~available~~its ~~for~~U.S. ~~trading~~and onEuropean ~~Cboe~~ETP ~~Digital~~Listings ~~Exchange~~businesses, ~~LLC's~~Cboe ~~Digital~~Europe ~~Exchange~~Derivatives ("~~Cboe Digital Exchange~~CEDX"), toand ~~CFE~~several inof ~~the~~Cboe’s ~~first~~smaller ~~half~~Risk ofand ~~2025,~~Market ~~pending~~Analytics ~~regulatory review~~businesses. ~~The~~Subsequent ~~Company~~to ~~has~~the ~~brought~~year ~~Cboe~~ended ~~Clear~~December ~~U.S.~~31, ~~(formerly~~2025, ~~Cboe~~after ~~Clear~~further ~~Digital)~~review ~~under~~of ~~unified~~its ~~leadership~~global ~~with~~business ~~the Global Head of Clearing~~operations, ~~and~~Cboe ~~expects~~initiated ~~to continue to facilitate~~ the ~~clearing~~wind down of ~~cash-settled margin Bitcoin and Ether futures contracts~~CEDX.

The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo, and Toronto.

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~~Recent~~Executive ~~Developments~~Transitions

~~Pyth~~On ~~Tokens~~May ~~Unlocking~~1, 2025, the Company announced that its Board of Directors appointed longtime global financial markets executive, Craig S. Donohue, as the Company's new Chief Executive Officer and a member of the Board, effective May 7, 2025. Mr. Donohue succeeded Fredric J. Tomczyk who, as previously announced, has stepped down as Chief Executive Officer and will remain on the Board.

InOn ~~October~~May ~~2022~~28, 2025, the Company, ~~through~~announced ~~its~~that ~~wholly-owned~~Dave ~~subsidiary~~Howson, ~~Cboe~~Executive ~~Netherlands~~Vice ~~Services~~President ~~Company B.V., entered into a Data Provider Agreement with Pyth Data Association (“Pyth”) to create a data feed~~ and ~~begin~~Global ~~publishing~~President, ~~limited~~resigned ~~derived equities market data for certain symbols~~ from ~~one of its four U.S. equities exchanges on~~ the ~~Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted Cboe Netherlands Services~~ Company ~~B.V. 16~~,~~666,666~~ ~~restricted~~with ~~PYTH~~his ~~tokens~~employment ~~which~~terminating ~~unlock~~at ~~annually over a four-year period in equal tranches;~~ the ~~first~~end ~~25% tranche~~ of ~~PYTH~~the ~~tokens~~day ~~unlocked~~on inAugust ~~May 2024. The PYTH tokens~~1, ~~which are included within intangible assets, net in the consolidated balance sheets, are carried at their historical value of $0~~2025.06 ~~per~~In ~~token~~connection ~~and~~with ~~are reviewed each reporting period for potential impairment~~Mr. InHowson's ~~May 2024~~resignation, the ~~Company~~Board ~~recorded~~appointed $1Mr.0 ~~million in market data fees revenue on the consolidated statements of income~~Donohue, ~~which~~Chief ~~represents~~Executive ~~the~~Officer ~~historical value~~ of the ~~grant of 16~~Company,~~666,666~~ ~~restricted~~as ~~PYTH~~President ~~tokens~~of ~~earned for satisfying~~ the ~~performance obligations outlined in the Data Provider Agreement. The~~ Company ~~has earned additional PYTH tokens by continuing to provide data to the Pyth Network through various Pyth Reward Programs. Through December 31~~, ~~2024,~~effective ~~the~~following ~~Company~~August ~~earned an additional 725~~1,~~000~~ ~~PYTH tokens via the Pyth Reward Programs~~2025. ~~The Company recorded additional intangible assets and revenue based on the token fair value when earned.~~

~~Securities~~On ~~Financing~~August ~~Transactions~~18, 2025, the Company announced the appointment of Prashant A. Bhatia as Executive Vice President, Head of Enterprise Strategy & Corporate Development, effective September 2, 2025. Mr. Bhatia has advised the Company since December 2023 and previously led enterprise strategy and corporate development at TD Ameritrade for 11 years.

On ~~November~~September 2530, ~~2024~~2025, ~~Cboe~~the ~~Clear~~Company ~~Europe~~ announced ~~that~~the itappointment ~~received~~of ~~regulatory~~two ~~approval~~industry veterans to ~~clear~~lead ~~European~~its ~~SFT.~~Derivatives ~~The~~and ~~service~~Data ~~supports~~Vantage ~~key~~businesses. ~~regulatory~~Effective ~~initiatives~~October ~~such~~1, as2025, ~~the~~Robert ~~European~~A. ~~Market~~Hocking ~~Infrastructure~~rejoined ~~Regulation,~~as ~~Central~~Executive ~~Securities~~Vice ~~Depository Regulation~~President, ~~and~~Global ~~the~~Head ~~Securities~~of ~~Financing Transactions Regulation~~Derivatives, ~~thereby~~and ~~promoting~~Brian ~~transparency,~~McElligott ~~market~~joined ~~integrity,~~as ~~and~~Senior ~~competition~~Vice inPresident, ~~European~~Global ~~capital~~Head ~~markets. As~~ of ~~December~~Cboe ~~31,~~Data ~~2024,~~Vantage. noMr. ~~SFT~~Hocking ~~trades~~succeeded ~~had~~Cathy ~~occurred~~Clay onwho departed the ~~Cboe~~Company ~~Clear~~in ~~Europe~~October ~~platform~~2025.

Subsequent to December 31, 2025, on January 26, 2026, the Company announced the planned appointments of Scott Johnston as Executive Vice President, Chief Operating Officer, and Heidi Fischer as Executive Vice President, Global Head of Equities and Spot Markets. Mr. Johnston will take over chief operating duties from Chris Isaacson, Executive Vice President and Chief Operating Officer, who is retiring from his role effective March 6, 2026. Ms. Fischer will assume oversight of Cboe’s global cash equities and spot markets, which Mr. Isaacson also oversaw. Mr. Isaacson will continue to serve as an advisor to Cboe through the end of 2026.

Business Segments

The Company ~~operates~~previously operated as six reportable business segments as of December 31, 2024. As of January 1, 2025, the Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, ~~and Digital,~~ which is reflective of how the Company's chief operating decision maker ("CODM") reviews and operates the business, as discussed in Note 1 ("Nature of Operations"). The ~~primary~~Company's ~~measure~~reportable ofbusiness ~~segment~~segments ~~performance~~represent ~~used~~strategic bybusiness ~~the~~units ~~CODM~~that inoffer ~~assessing~~different ~~segment-level~~products ~~performance~~ and ~~the~~services ~~allocation~~across ofdifferent ~~resources~~geographic ~~is operating income (loss)~~areas. The Company's CODM ~~does~~is ~~not assess assets or income and expenses below operating income (loss) at~~ the ~~segment-level~~chief asexecutive ~~key performance metrics~~officer. The ~~Company~~CODM ~~has~~function ~~aggregated~~is ~~all~~supported ofby ~~its corporate costs, as well as other~~ business ~~ventures,~~segment ~~within~~management ~~the Corporate Items~~ and ~~Eliminations~~executive ~~totals~~leadership ~~based~~personnel onwho ~~the~~lead ~~decision that those activities should not be used to evaluate~~ the ~~operating performance of the segments; however, operating expenses that relate~~ day-to-day ~~activities~~operations of aeach ~~specific~~reportable ~~segment~~business ~~have been allocated to that~~ segment.

~~Options.~~Segment ~~The~~performance ~~Options~~is ~~segment~~primarily ~~includes~~evaluated ~~options~~ on ~~market~~operating ~~indices~~income (~~“index options”~~loss),. asThe ~~well~~CODM asuses onsegment ~~the~~operating ~~stocks~~income ~~of individual corporations~~ (~~“equity options”~~loss) ~~and~~to onallocate ~~ETPs~~resources, ~~such~~including asbut ~~exchange-traded~~not ~~funds~~limited ~~(“ETFs”)~~to ~~and~~employees, ~~exchange-traded notes (“ETNs”)~~financial, ~~which are “multi-listed” options~~ and ~~listed~~capital onresources. aThe ~~non-exclusive~~Company's ~~basis.~~CODM ~~These~~does ~~options~~not ~~are~~assess ~~eligible~~assets toor ~~trade,~~income asand ~~applicable,~~expenses onbelow ~~Cboe~~operating ~~Options,~~income ~~C2,~~(loss) ~~BZX,~~at ~~EDGX,~~the ~~and/or~~segment-level ~~other~~as ~~U.S.~~key ~~national~~performance ~~security exchanges~~metrics. ~~Cboe~~The ~~Options is the~~ Company’s ~~primary~~has ~~options~~aggregated ~~market~~all ~~and~~of ~~offers~~its ~~trading~~corporate incosts, ~~listed~~as ~~options~~well ~~through~~as aother ~~single~~business ~~system~~ventures, ~~that~~within ~~integrates~~the ~~electronic~~Corporate ~~trading~~Items and ~~traditional~~Eliminations ~~open~~totals ~~outcry~~based ~~trading~~ on the ~~Cboe~~decision ~~Options~~that ~~trading~~those ~~floor~~activities inshould ~~Chicago.~~not C2be ~~Options,~~used ~~BZX~~to ~~Options,~~evaluate ~~and~~the ~~EDGX~~operating ~~Options~~performance ~~are~~of ~~all-electronic~~the ~~options~~segments; ~~exchanges~~however, ~~and~~operating ~~typically~~expenses ~~operate~~that ~~with~~relate ~~different~~to ~~market~~activities ~~models~~of ~~and~~a ~~fee~~specific ~~structures~~segment ~~than~~have ~~Cboe~~been ~~Options.~~allocated ~~The~~to ~~Options~~that segment. ~~also~~The ~~includes~~Company's ~~applicable~~CODM ~~market~~primarily ~~data~~reviews ~~fees~~operating ~~revenues~~expenses ~~generated~~at ~~from~~ the consolidated ~~tape~~level ~~plans,~~for ~~the~~purposes ~~licensing~~ of ~~proprietary~~evaluating ~~options~~actual ~~market~~results ~~data,~~versus ~~index licensing, routing services, and access and capacity services~~budgets.

~~North~~On ~~American~~April ~~Equities.~~25, ~~The~~2024, ~~North~~the ~~American~~Company ~~Equities~~announced ~~segment~~plans ~~includes~~to ~~U.S.~~refocus ~~equities~~the ~~and~~digital ~~ETP~~asset ~~transaction~~business ~~services~~to ~~that~~leverage ~~occur~~its oncore ~~fully~~strengths ~~electronic~~in ~~exchanges~~derivatives, ~~owned~~technology, and ~~operated~~product byinnovation. ~~BZX,~~Effective ~~BYX~~May 31, ~~EDGX~~2024, ~~and~~the ~~EDGA,~~Cboe ~~equities~~Digital ~~transactions~~spot ~~that~~market ~~occur~~closed onfor ~~the~~all ~~BIDS~~participant ~~Trading~~and ~~platform~~trading inpurposes. ~~the~~The Company has brought Cboe Clear U.S. ~~and~~under ~~Canada,~~unified leadership with the Global Head of Clearing and ~~Canadian~~continues ~~equities~~to facilitate the clearing of cash-settled margin Bitcoin and ~~other~~Ether ~~transaction~~futures ~~services~~contracts. ~~that~~The ~~occur~~Company onretained orand presented Digital as a reportable segment through ~~Cboe~~December ~~Canada~~31, ~~Inc~~2024.’s ~~order~~As ~~books.~~of ~~The~~January ~~North~~1, ~~American~~2025, ~~Equities~~the Company prospectively reorganized the Digital operating segment ~~also~~results ~~includes~~into ~~corporate~~the ~~listing~~Futures ~~services~~reporting segment as the Company expected to transition its cash-settled margin Bitcoin and Ether futures contracts, formerly available for trading on the Cboe ~~Canada~~Digital ~~Inc.~~Exchange to CFE, ~~ETP~~which ~~listings~~was completed on ~~BZX~~June 9, ~~the~~2025. Cboe ~~Global~~Digital ~~Markets,~~Exchange ~~Inc~~no longer lists or trades any products. ~~common~~Comparative-period ~~stock~~results ~~listing,~~have ~~and~~been ~~applicable~~presented ~~market~~for ~~data~~historical ~~fees~~purposes ~~revenues~~but ~~generated~~have ~~from~~not been recast as the ~~consolidated~~historical ~~tape~~results ~~plans~~of the Digital segment were not material, nor do they materially impact the ~~licensing~~financial results, trends, or forecasts of ~~proprietary~~the ~~equities~~Futures ~~market~~segment. ~~data~~As a result, ~~routing~~for ~~services~~the year ended December 31, ~~and~~2025, ~~access~~operating ~~and~~results ~~capacity~~included ~~services~~within the Digital operating segment are presented within the Futures reporting segment.

~~Europe and Asia Pacific~~Options. The ~~Europe~~Options ~~and Asia Pacific~~ segment includes ~~the~~options ~~pan-European~~on ~~listed~~market ~~equities~~indices ~~and~~(“index ~~derivatives transaction services~~options”), ~~ETPs,~~as ~~including~~well ~~exchange~~as ~~traded~~on ~~funds,~~the ~~exchange~~stocks ~~traded~~of ~~notes,~~individual ~~and~~corporations ~~exchange~~(“equity ~~traded~~options”) ~~commodities,~~ and ~~international depository receipts that are hosted~~ on ~~MTFs~~ETPs ~~operated~~such byas ~~Cboe~~exchange-traded ~~Europe~~funds ~~Equities~~ (~~Cboe Europe and Cboe NL equities exchanges~~“ETFs”) and ~~Cboe~~exchange-traded ~~Europe~~notes ~~Derivatives~~ (“~~CEDX~~ETNs”)., Itwhich ~~also~~are ~~includes~~“multi-listed” ~~the~~options ~~ETP~~and ~~listings~~listed ~~business~~ on ~~RMs~~a ~~and~~non-exclusive ~~clearing~~basis. ~~activities~~These ofoptions ~~Cboe~~are ~~Clear~~eligible ~~Europe~~to trade, as ~~well~~applicable, ason ~~the equities transaction services of~~ Cboe ~~Australia~~Options, ~~and~~C2, ~~Cboe~~BZX, ~~Japan~~EDGX, ~~operators of trading venues in Australia~~ and/or ~~Japan,~~other ~~respectively,~~U.S. ~~along~~national ~~with~~security ~~equities~~exchanges. ~~transactions~~Cboe ~~that~~Options ~~occur~~is on the ~~BIDS~~Company’s ~~Trading~~primary ~~platform~~options inmarket ~~Australia~~ and ~~Japan.~~offers ~~Cboe~~trading ~~Europe~~in ~~operates~~listed ~~lit~~options ~~and~~through ~~dark books,~~ a ~~periodic~~single ~~auctions~~system ~~book,~~that aintegrates ~~closing~~electronic ~~cross~~trading ~~book,~~ and ~~two~~traditional ~~BIDS~~open ~~orderbooks;~~outcry ~~a Large-in-Scale (“LIS”)~~ trading ~~negotiation~~on ~~facility~~the ~~and~~Cboe -Options ~~predominantly~~trading ~~for~~floor UKin ~~and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility~~Chicago. ~~Cboe~~C2 NLOptions, ~~based~~BZX ~~in Amsterdam~~Options, and

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~~operates~~EDGX ~~similar~~Options ~~business~~are ~~functionality~~all-electronic tooptions ~~that offered by Cboe Europe (with exception of Trajectory Crossing)~~exchanges, and ~~provides~~typically ~~for~~operate ~~trading~~with ~~only~~different inmarket ~~European~~models ~~Economic Area (“EEA”) symbols. Cboe Europe Derivatives, a pan-European derivatives platform, offers futures~~ and ~~options~~fee ~~based~~structures onthan Cboe ~~Europe equity indices, and single stock options~~Options. ~~Cboe~~The ~~Clear~~Options ~~Europe~~segment ~~offers~~also ~~the~~includes ~~clearing~~applicable ofmarket ~~equity~~data ~~and~~fees ~~equity-like~~revenues ~~instruments~~generated ~~for~~from ~~Cboe-operated~~the ~~and~~consolidated ~~other~~tape ~~regulated trading venues~~plans, the ~~clearing~~licensing of ~~derivative~~proprietary ~~transactions~~options ~~executed~~market ~~on CEDX~~data, ~~and~~index ~~has recently introduced a service to clear Securities Financing Transactions. This segment also includes Cboe Europe~~licensing, ~~Cboe~~routing NLservices, ~~CEDX, Cboe Australia~~ and ~~Cboe Japan revenue generated from the licensing of proprietary market data and from~~ access and capacity services.

~~Futures~~North American Equities. The ~~Futures~~North American Equities segment includes U.S. equities and ETP transaction services ~~provided~~that byoccur ~~CFE,~~on a fully electronic ~~futures~~exchanges ~~exchange~~owned and operated by BZX, ~~which~~BYX, ~~includes~~EDGX, ~~offerings~~and ~~for~~EDGA, ~~trading~~equities oftransactions ~~VIX~~that ~~futures~~occur ~~and~~on ~~other~~the ~~futures~~BIDS ~~products,~~Trading platform in the ~~licensing~~U.S. ofand ~~proprietary~~the ~~market~~Cboe ~~data,~~BIDS asCanada ~~well~~platform, asand ~~access~~Canadian equities and ~~capacity~~other transaction services. Onthat ~~April~~occur ~~25,~~on ~~2024,~~or ~~the~~through ~~Company~~Cboe ~~announced~~Canada’s ~~plans~~order tobooks. ~~transition~~The ~~the~~North ~~cash-settled~~American ~~margin~~Equities ~~Bitcoin~~segment ~~and~~also ~~Ether~~includes ~~futures~~corporate ~~contracts,~~listing ~~currently~~services ~~available~~on ~~for~~Cboe ~~trading~~Canada, ETP listings on BZX, the Cboe ~~Digital~~Global ~~Exchange~~Markets, toInc. ~~CFE~~common instock listing, and applicable market data fees revenues generated from the ~~first~~consolidated ~~half~~tape plans, the licensing of ~~2025~~proprietary equities market data, ~~pending~~routing ~~regulatory~~services, ~~review~~and access and capacity services.

~~Global~~Europe FXand Asia Pacific. The ~~Global~~Europe FXand Asia Pacific segment includes ~~institutional~~the FXpan-European ~~trading~~derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that ~~occur~~are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and CEDX. It also includes the ETP listings business on RMs and clearing activities of Cboe FXClear ~~fully~~Europe, ~~electronic~~as well as the equities services of Cboe Australia, an operator of a trading ~~platform~~venue in Australia. Cboe Europe operates lit and dark books, ~~non~~a periodic auctions book, a closing cross book, and two BIDS order books; a Large-~~deliverable~~in-Scale ~~forward~~(“LIS”) FXtrading ~~transactions~~negotiation facility and a volume-weighted average price (“~~NDFs~~VWAP”) trajectory crossing facility. Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with the exception of Trajectory Crossing), and provides for ~~execution~~trading only in European Economic Area (“EEA”) symbols. Subsequent to December 31, 2025, Cboe initiated the wind down of CEDX, its pan-European derivatives platform that offered futures and options based on Cboe ~~SEF~~Europe equity indices, asFLEX ~~well~~options, asand ~~revenue~~single ~~generated~~stock ~~from~~options. Prior to the ~~licensing~~wind ofdown, ~~proprietary~~CEDX contributed derivatives transaction services and market data revenues to this segment. Cboe Clear Europe offers the clearing of equity and ~~from~~equity-like ~~access~~instruments for Cboe-operated and ~~capacity~~other ~~services~~regulated trading venues and clearing SFTs. ~~The~~Prior ~~segment~~to ~~includes~~the ~~transaction~~CEDX wind down, Cboe Clear Europe also provided clearing services for ~~U.S.~~derivative ~~government~~transactions ~~securities~~ executed on ~~the~~CEDX. This segment also includes Cboe ~~Fixed~~Europe, ~~Income~~Cboe ~~fully~~NL, ~~electronic~~and ~~trading~~Cboe ~~platform~~Australia revenue generated from the licensing of proprietary market data and from access and capacity services.

~~Digital~~Futures. The ~~Digital~~Futures segment includes atransaction ~~regulated~~services ~~futures~~provided ~~exchange~~by ~~(Cboe~~CFE, ~~Digital~~a ~~Exchange)~~fully ~~and~~electronic afutures ~~regulated~~exchange, ~~clearinghouse~~which ~~(Cboe~~includes ~~Clear~~offerings ~~U.S.),~~for astrading ~~well~~of asVIX ~~revenue~~futures ~~generated~~and ~~from~~other futures products, the licensing of proprietary market data, ~~and~~as ~~from~~well as access and capacity services. ~~Prior~~As toof ~~May~~January 311, ~~2024~~2025, the ~~Digital~~Futures segment ~~also~~prospectively ~~included~~includes aall ~~U.S.-based~~Digital ~~spot~~operating ~~digital~~activity, ~~asset~~which ~~trading~~includes ~~market (“~~Cboe Digital ~~spot~~Exchange, ~~market”).~~a Asregulated offutures ~~May~~exchange, 31and Cboe Clear U.S., ~~2024~~a regulated clearinghouse, as well as revenue generated from the ~~Cboe~~licensing ~~Digital~~of ~~spot~~proprietary market isdata ~~closed~~and ~~for~~from ~~all~~access ~~participant~~ and ~~trading~~capacity ~~purposes~~services. InOn ~~addition~~June 9, ~~the~~2025, ~~Company~~Cboe ~~plans~~successfully tocompleted ~~transition~~ the migration of cash-settled ~~margin~~ Bitcoin and Ether futures contracts, ~~currently~~from ~~available for trading on the~~ Cboe Digital Exchange, to CFE ~~in the first half of 2025, pending regulatory review~~. ~~The~~There ~~Company~~are ~~expects~~no ~~that~~products ~~Digital~~currently ~~will~~listed ~~cease~~for totrading beon ~~a distinct reportable business segment in~~ the ~~first~~Cboe ~~quarter~~Digital ~~of 2025~~Exchange.

Comparative-period results for the Digital segment have been presented for historical purposes but have not been recast as the historical results of the Digital segment were not material, nor do they materially impact the financial results, trends, or forecasts of the Futures segment. As a result, for the year ended December 31, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 16 (“Segment Reporting”) for more information.

Global FX. The Global FX segment includes institutional FX trading services that occur on the Cboe FX fully electronic trading platform, non-deliverable forward FX transactions (“NDFs”) offered for execution on Cboe SEF, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment also includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

General Factors Affecting Results of Operations

In broad terms, our business performance is impacted by a number of drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies, and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including:

•trading volumes on our proprietary products such as VIX options and futures and SPX options;

•trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities, options, futures, and ETPs in Europe and volumes in institutional FX trading;

•the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors ("SIPs"), which determines the pool size of the industry market data fees we receive based on our market share;

•consolidation and expansion of our customers and competitors in the industry;

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•the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies;

•the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services;

•implementation of the SEC's reduced equity access fee cap and other potential market structure changes may lead to decreased exchange trading, and reduced transaction fee revenue;

•continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;

•significant fluctuations in foreign currency translation rates or weakened value of currencies; ~~and~~

•ongoing costs and uncertainties related to the historical, current, and future funding of the implementation and operation of the CAT, litigation and regulatory developments related to CAT, and the ability to collect on the promissory notes related to the funding of CAT; and

•regulatory changes and obligations relating to market structure, increased capital or margin requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.

A number of significant structural, political, monetary, and global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of: inflation, market volatility, potential recession, supply chain constraints and costs, trading volumes, uncertainty, expenses, and ~~increased~~ costs ~~and~~due ~~uncertainties related~~ to ~~CAT~~potential ~~and~~new ~~the~~tariffs ~~ability~~or tochanges ~~collect on the promissory notes related~~ to ~~the~~existing ~~funding of CAT, may have an adverse effect on our financial results~~tariffs.

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Components of Revenues

Cash and Spot Markets

Revenue aggregated into cash and spot markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from the Company’s North American Equities, Europe and Asia Pacific, and Global FX, ~~and Digital~~ segments.

Data Vantage

Revenue aggregated into Data Vantage includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s ~~six~~five segments.

Derivatives Markets

Revenue aggregated into derivatives markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, and Europe and Asia Pacific, ~~and Digital~~ segments.

Components of Cost of Revenues

Liquidity Payments

Liquidity payments are primarily correlated to the ~~volume~~trading ofvolumes ~~securities traded~~ on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of Cboe Options, C2, BZX, EDGX, Cboe Europe Equities and Derivatives, ~~CFE,~~Cboe ~~and~~Clear U.S., Cboe Digital Exchange, and CFE, as cost of revenue. BYX offers an inverted pricing model where we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of ~~revenues~~revenue. ~~Effective~~EDGA offers a maker-taker fee model, effective November 1, 2024, ~~EDGA~~under ~~transitioned~~which ~~from~~liquidity anproviders ~~inverted~~receive ~~fee~~a ~~model~~rebate, towhile aliquidity ~~maker-taker~~takers pay a fee, all within a pricing model that does not include volume-based tiers.

Routing and Clearing

Various rules require that U.S. options and equities trade executions occur at the National Best Bid and Offer displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby Cboe equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers or our broker-dealer, Cboe Trading, to facilitate such delivery. Also included within routing and clearing are the Order Management System ("OMS") and Execution Management System (“EMS”) fees incurred for U.S. Equities Off-Exchange order execution, as well as settlement costs incurred for the settlement ~~process~~processes executed by Cboe Clear Europe and Cboe Clear U.S.

~~Section 31 Fees~~52

Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as regulatory transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. Cboe Trading, Cboe Europe, Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and Cboe Canada Inc. are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees.

Royalty Fees and Other Cost of Revenues

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Global Indices Feed (“CGIF”).

Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue.

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Regulatory Fees Cost of Revenues

Regulatory fees cost of revenues, previously labeled Section 31 fees, include Section 31 fees and other fees imposed by U.S. regulatory agencies. Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) are assessed fees under Section 31 pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as regulatory transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. Cboe Trading, Cboe Europe, Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Clear U.S., Cboe Canada, and (formerly) Cboe Japan are not U.S. national securities exchanges, and, accordingly, are not charged Section 31 fees.

Royalty Fees and Other Cost of Revenues

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products, usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through CGIF.

Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees, and other miscellaneous costs associated with other revenue.

Components of Operating Expenses

Compensation and Benefits

Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to employee equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the grant date and the related service period.

Depreciation and Amortization

Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software, and the amortization of intangible assets.

Technology Support Services

Technology support services ~~consists~~consist primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.

Professional Fees and Outside Services

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.

Travel and Promotional Expenses

Travel and promotional expenses primarily consist of advertising, costs for marketing related special events, sponsorship of industry conferences, options education seminars, and travel-related expenses.

Facilities Costs

Facilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes, and telecommunications costs.

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Acquisition-Related Costs

Acquisition-related costs relate to acquisitions and other strategic opportunities. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, capitalized software and facilities, and other external costs directly related to mergers and acquisitions.

Impairment of ~~Goodwill~~Assets

Impairment of ~~goodwill~~assets consists of charges to impair ~~goodwill~~indefinite ofor ~~our~~long-lived ~~reporting~~assets ~~units~~ if the carrying value exceeds the ~~implied~~ fair value.

Impairment of Intangible Assets

Impairment of intangible assets consists of charges to impair intangible assets if the carrying value exceeds the fair value.

Other Expenses

Other expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited to, bad debt provisions and changes in contingent consideration.

Non-Operating Income (Expenses) ~~Income~~

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as interest expense, interest income, earnings (loss) on investments, net, or other income (expenses), ~~income~~net. These activities primarily include interest earned on the investing of excess cash, commitment fees and interest expense related to outstanding debt facilities, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, unrealized and realized gains ~~related~~or tolosses ~~lease~~or ~~modifications,~~income ~~realized~~earned ~~gains~~ related to the Company’s ~~previously~~minority investments, exchange gain and loss, and equity earnings or losses from our investments in other business ventures.

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held minority investments, income earned related to the Company’s minority investments, equity earnings or losses from our investments in other business ventures, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and gains and losses relating to the dissolution of the Cboe Digital syndication.

RESULTS OF OPERATIONS

The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations.

We believe our presentation of these measures provides additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures are provided as additional information to investors in order to provide them with ~~greater~~an ~~transparency~~alternative ~~into~~method for assessing our financial condition and operating results. We have presented the following non-GAAP measures because we consider them important supplemental measures of our performance and believe that they are frequently used by ~~management~~analysts, investors, and isother ~~useful~~interested toparties ~~investors~~in the evaluation of companies. We use adjusted EBITDA as a measure of operating performance for ~~period-~~preparation of our forecasts and evaluating our leverage ratio for the debt to~~-period~~ ~~comparisons~~earnings covenant included in our outstanding credit facility. In addition, we have presented adjusted earnings because we consider it an important supplemental measure of our ~~ongoing~~performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors, and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry.

These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. We note that non-GAAP measures have limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure.

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Comparison of Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Overview

The following summarizes changes in financial performance for the year ended December 31, ~~2024~~2025, compared to the year ended December 31, ~~2023~~2024:

(1)These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).

	Year Ended December 31,						Increase/(Decrease)			Percent Change
	2024			2023
	2025			2024
Total revenues	$	4,~~094~~714.52		$	34,~~773~~094.5		$	~~321~~619.07		915	%
Total cost of revenues	2,~~022~~285.1			12,~~855~~022.51			~~166~~263.60			913	%
Revenues less cost of revenues	2,~~072~~429.41			12,~~918~~072.04			~~154~~356.47			817	%
Total operating expenses	~~974~~962.0			~~860~~974.10			~~113~~(12.90)			13(1)	%
Operating income	1,~~098~~467.41			1,~~057~~098.94			40368.57			434	%
Operating margin	5360.04		%	5553.20		%	(27.2)4		%	*
Income before income tax provision	~~1,083.8~~$	1,566.6		~~1,047.6~~$	1,083.8		~~36.2~~$	482.8		345	%
Income tax provision	~~318~~466.96			~~286~~318.29			32147.7			1146	%
Net income	$1,100.0	~~764.9~~		$764.9	~~761.4~~		$335.1	~~3.5~~		044	%
Basic earnings per share	$	7.24		$	7.16		$	0.08		1	%
Net income allocated to participating securities	(5.2)			(3.9)			(1.3)			33	%
Diluted earnings per share	7.21			7.13			0.08			1	%
Net income allocated to common stockholders	$	1,094.8		$	761.0		$	333.8		44	%
EBITDA (1)	$	1,237.1		$	1,252.1		$	(15.0)		(1)	%
Net income allocated to common stockholders margin	45.1		%	36.7		%	8.4		%	*
EBITDA margin (2)	59.7		%	65.3		%	(5.6)		%	*
Basic earnings per share	$	10.46		$	7.24		$	3.22		44	%
Adjusted EBITDA (1)	$	1,351.6		$	1,244.8		$	106.8		9	%
Diluted earnings per share	10.42			7.21			3.21			45	%
Adjusted EBITDA margin (3)	65.2		%	64.9		%	0.3		%	*
Adjusted operating income (1)	$	1,592.6		$	1,272.6		$	320.0		25	%
Adjusted earnings (4)	$	908.0		$	828.1		$	79.9		10	%
Adjusted operating margin (1)	65.6		%	61.4		%	4.2		%	*
Diluted weighted average shares outstanding	105.5			106.2			(0.7)			(1)	%
Operating EBITDA (1)	$	1,589.5		$	1,231.4		$	358.1		29	%
Adjusted Diluted earnings per share (5)	$	8.61		$	7.80		$	0.81		10	%
Operating EBITDA margin (1)	65.4		%	59.4		%	6.0		%	*
Adjusted operating EBITDA (1)	$	1,645.1		$	1,316.9		$	328.2		25	%
Adjusted operating EBITDA margin (1)	67.7		%	63.5		%	4.2		%	*
EBITDA (2)	$	1,686.7		$	1,237.1		$	449.6		36	%
EBITDA margin (2)	69.4		%	59.7		%	9.7		%	*
Adjusted EBITDA (2)	$	1,645.5		$	1,351.6		$	293.9		22	%
Adjusted EBITDA margin (2)	67.7		%	65.2		%	2.5		%	*
Adjusted earnings (2)	$	1,121.7		$	908.0		$	213.7		24	%
Diluted weighted average shares outstanding	105.1			105.5			(0.4)			(0)	%
Adjusted diluted earnings per share (2)	$	10.67		$	8.61		$	2.06		24	%

________________________________________________________

* Not meaningful

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(1)~~EBITDA~~Adjusted isoperating ~~defined as~~ income ~~before interest, income taxes, depreciation and amortization. Adjusted EBITDA~~ is defined as ~~EBITDA~~operating ~~before~~income ~~acquisition-related~~after ~~costs,~~relevant ~~change~~operating ~~in contingent consideration~~adjustments, ~~loss~~which onincludes ~~minority investments~~revenue, ~~gain~~cost ~~on sale~~ of ~~property held for sale~~revenues, ~~contra-revenue associated with the Cboe Digital syndication wind down, gain on Cboe Digital non-recourse notes~~ and ~~warrants~~operating ~~wind~~expense ~~down~~adjustments, ~~impairment~~as ofapplicable. ~~intangible~~Adjusted ~~assets,~~operating ~~costs~~margin ~~related~~represents toadjusted ~~the~~operating ~~Cboe~~income ~~Digital~~divided ~~wind~~by ~~down,~~revenues ~~and~~less ~~income~~cost ~~from~~of ~~minority investment~~revenues. ~~EBITDA~~Operating ~~and adjusted~~ EBITDA dois ~~not~~defined ~~represent, and should not be considered~~ as, ~~alternatives~~operating ~~to net~~ income asbefore ~~determined~~depreciation inand ~~accordance with GAAP~~amortization. WeOperating ~~have presented~~ EBITDA ~~and~~margin ~~adjusted~~represents operating EBITDA ~~because~~divided weby ~~consider~~revenues ~~them~~less ~~important~~cost ~~supplemental measures~~ of ~~our~~revenues. ~~performance~~Adjusted ~~and~~operating ~~believe~~EBITDA ~~that~~is ~~they~~calculated ~~are frequently used~~ by ~~analysts,~~adding ~~investors~~back ~~and~~to ~~other~~operating ~~interested~~EBITDA ~~parties~~relevant inoperating ~~the~~adjustments, ~~evaluation~~which ofincludes ~~companies. In addition~~revenue, wecost ~~use adjusted EBITDA as a measure~~ of ~~operating~~revenues, ~~performance for preparation of our forecasts~~ and ~~evaluating~~operating ~~our~~expense ~~leverage~~adjustments, ~~ratio~~as ~~for the debt to earnings covenant included in our outstanding credit facility~~applicable. ~~Other~~Adjusted ~~companies~~operating ~~may calculate~~ EBITDA ~~and~~margin represents adjusted ~~EBITDA~~operating ~~differently than we do.~~ EBITDA ~~and~~divided ~~adjusted~~by ~~EBITDA~~revenues ~~have~~less ~~limitations~~cost asof ~~analytical~~revenues. ~~tools,~~Relevant ~~and~~adjustments ~~you~~are ~~should~~detailed ~~not consider them~~ in ~~isolation~~the orreconciliations asthat ~~substitutes for analysis of our results as reported under GAAP~~follow.

(2)EBITDA is defined as income before interest, net, income taxes, and depreciation and amortization. EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA is calculated by adding back to EBITDA relevant adjustments, which includes revenue, cost of revenues, operating expense, and non-operating adjustments, as applicable. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. Adjusted earnings is defined as net income after relevant adjustments, which includes revenue, cost of revenues, operating expense, non-operating adjustments, certain tax adjustments, and net income or loss allocated to participating securities, net of income tax effects of these adjustments, as applicable. Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding. Relevant adjustments are detailed in the reconciliations that follow.

~~(3)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.~~56

(4)Adjusted earnings is defined as net income adjusted for acquisition-related costs, amortization of acquired intangible assets, gain on Cboe Digital non-recourse notes and warrants wind down, contra-revenue associated with the Cboe Digital syndication wind down, change in contingent consideration, impairment of intangible assets, income from minority investment, loss on minority investments, costs related to the Cboe Digital wind down, gain on sale of property held for sale, certain tax reserve changes, and net income or loss allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income or loss, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

(5)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.

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The following is a reconciliation of ~~net~~operating income ~~(loss) allocated~~ to ~~common stockholders to EBITDA and~~ adjusted ~~EBITDA~~operating income (in millions) for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively:

	Year Ended December 31,
	2024
	2025		2024
	Options		North American Equities		Europe and Asia Pacific		Futures		Global FX		Digital		Corporate		Total
Operating income	$	1,467.1	$	1,098.4
Net income (loss) allocated to common stockholders	$	577.5	$	147.9	$	24.4	$	70.2	$	33.2	$	(78.2)	$	(14.0)	$	761.0
Acquisition-related costs (a)	0.3		1.3
Interest expense (income), net	(0.6)		(2.4)		3.7		—		(0.1)		(3.7)		27.3		24.2
Amortization of acquired intangible assets (b)	69.9		88.7
Income tax provision (benefit)	299.1		23.1		13.3		28.4		0.1		(28.6)		(16.5)		318.9
Business realignment costs (c)	7.0		2.1
Depreciation and amortization	27.0		58.2		29.3		2.3		13.5		2.8		(0.1)		133.0
Cboe Digital syndication wind down (d)	—		(1.0)
EBITDA	903.0		226.8		70.7		100.9		46.7		(107.7)		(3.3)		1,237.1
Change in contingent consideration (e)	—		2.1
Acquisition-related costs	—		0.4		0.3		—		—		0.1		0.5		1.3
Executive compensation adjustment (g)	1.6		—
Change in contingent consideration	—		(1.0)		—		—		—		—		3.1		2.1
Impairment of assets (j)	46.7		81.0
Loss on investments	—		—		—		—		—		—		31.4		31.4
Adjusted operating income	$	1,592.6	$	1,272.6
Gain on sale of property held for sale	(1.0)		—		—		—		—		—		—		(1.0)
Cboe Digital syndication wind down	—		—		—		—		—		(1.0)		—		(1.0)
Gain on Cboe Digital non-recourse notes and warrants wind down	—		—		—		—		—		(1.4)		—		(1.4)
Impairment of intangible assets	—		—		—		—		—		81.0		—		81.0
Costs related to Cboe Digital wind down	—		—		—		—		—		2.1		—		2.1
Adjusted EBITDA	$	902.0	$	226.2	$	71.0	$	100.9	$	46.7	$	(26.9)	$	31.7	$	1,351.6

	Year Ended December 31,
	2023
	Options		North American Equities		Europe and Asia Pacific		Futures		Global FX		Digital		Corporate		Total
Net income (loss) allocated to common stockholders	$	572.6	$	104.1	$	20.4	$	52.4	$	23.9	$	(34.1)	$	18.2	$	757.5
Interest expense (income), net	(0.1)		(1.4)		4.8		—		—		(2.0)		49.1		50.4
Income tax provision (benefit)	275.7		14.8		6.8		33.4		0.5		(10.4)		(34.6)		286.2
Depreciation and amortization	30.1		69.4		30.7		2.0		18.4		7.4		—		158.0
EBITDA	878.3		186.9		62.7		87.8		42.8		(39.1)		32.7		1,252.1
Acquisition-related costs	—		0.8		0.8		—		—		1.0		4.8		7.4
Loss on investments	—		—		—		—		—		—		1.8		1.8
Income from investment	—		—		—		—		—		—		(2.1)		(2.1)
Change in contingent consideration	—		(7.5)		(6.9)		—		—		—		—		(14.4)
Adjusted EBITDA	$	878.3	$	180.2	$	56.6	$	87.8	$	42.8	$	(38.1)	$	37.2	$	1,244.8

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA (in millions) for the year ended December 31, 2025 and 2024, respectively:


	Year Ended December 31,
	2025		2024
Operating income	$	1,467.1	$	1,098.4
Depreciation and amortization	122.4		133.0
Operating EBITDA	1,589.5		1,231.4
Acquisition-related costs (a)	0.3		1.3
Business realignment costs (c)	7.0		2.1
Cboe Digital syndication wind down (d)	—		(1.0)
Change in contingent consideration (e)	—		2.1
Executive compensation adjustment (g)	1.6		—
Impairment of assets (j)	46.7		81.0
Adjusted operating EBITDA	$	1,645.1	$	1,316.9

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The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted ~~earnings~~EBITDA (in millions) for the year ended December 31, 2025 and 2024, respectively:

	Year Ended December 31,
	2024		2023
	2025
Net income allocated to common stockholders	$	761.0	$	757.5
	Options		North American Equities		Europe and Asia Pacific		Futures		Global FX		Digital (1)		Corporate		Total
Acquisition-related costs	1.3		7.4
Net income allocated to common stockholders	$	735.8	$	163.1	$	32.4	$	63.1	$	46.2	$	—	$	54.2	$	1,094.8
Amortization of acquired intangible assets	88.7		116.6
Interest (income) expense, net	(1.1)		(3.3)		4.3		(2.4)		(0.1)		—		5.5		2.9
Gain on Cboe Digital non-recourse notes and warrants wind down	(1.4)		—
Income tax provision (benefit)	373.7		27.2		18.7		12.9		(0.1)		—		34.2		466.6
Cboe Digital syndication wind down	(1.0)		—
Depreciation and amortization	29.3		47.0		32.4		2.3		11.2		—		0.2		122.4
Change in contingent consideration	2.1		(14.4)
EBITDA	1,137.7		234.0		87.8		75.9		57.2		—		94.1		1,686.7
Impairment of intangible assets	81.0		—
Acquisition-related costs (a)	—		0.2		—		—		—		—		0.1		0.3
Income from investment	—		(2.1)
Business realignment costs (c)	0.1		0.2		5.7		0.6		—		—		0.4		7.0
Loss on investments	31.4		1.8
Non-operating investment adjustments, net (f)	—		(0.9)		—		—		—		—		(95.9)		(96.8)
Costs related to Cboe Digital wind down	2.1		—
Executive compensation adjustment (g)	—		—		—		—		—		—		1.6		1.6
Gain on sale of property held for sale	(1.0)		—
Impairment of assets (j)	—		17.7		29.0		—		—		—		—		46.7
Tax effect of adjustments	(52.2)		(30.7)
Adjusted EBITDA	$	1,137.8	$	251.2	$	122.5	$	76.5	$	57.2	$	—	$	0.3	$	1,645.5
Release of tax reserves	(8.1)		(6.0)
	Year Ended December 31,
Valuation allowances	5.0		(2.7)
	2024
Deferred tax re-measurements	—		1.1
	Options		North American Equities		Europe and Asia Pacific		Futures		Global FX		Digital (1)		Corporate		Total
Net income allocated to participating securities	(0.9)		(0.4)
Net income (loss) allocated to common stockholders	$	577.5	$	147.9	$	24.4	$	70.2	$	33.2	$	(78.2)	$	(14.0)	$	761.0
Adjusted earnings	$	908.0	$	828.1
Interest (income) expense, net	(0.6)		(2.4)		3.7		—		(0.1)		(3.7)		27.3		24.2
Income tax provision (benefit)	299.1		23.1		13.3		28.4		0.1		(28.6)		(16.5)		318.9
Depreciation and amortization	27.0		58.2		29.3		2.3		13.5		2.8		(0.1)		133.0
EBITDA	903.0		226.8		70.7		100.9		46.7		(107.7)		(3.3)		1,237.1
Acquisition-related costs (a)	—		0.4		0.3		—		—		0.1		0.5		1.3
Business realignment costs (c)	—		—		—		—		—		2.1		—		2.1
Cboe Digital syndication wind down (d)	—		—		—		—		—		(1.0)		—		(1.0)
Change in contingent consideration (e)	—		(1.0)		—		—		—		—		3.1		2.1
Non-operating investment adjustments, net (f)	—		—		—		—		—		—		31.4		31.4
Gain on Cboe Digital non-recourse notes and warrants wind down (h)	—		—		—		—		—		(1.4)		—		(1.4)
Gain on sale of property held for sale (i)	(1.0)		—		—		—		—		—		—		(1.0)
Impairment of assets (j)	—		—		—		—		—		81.0		—		81.0
Adjusted EBITDA	$	902.0	$	226.2	$	71.0	$	100.9	$	46.7	$	(26.9)	$	31.7	$	1,351.6

____________________________________________________________________

63(1) The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 have been retained in the former Digital segment for comparative purposes. See Note 16 ("Segment Reporting") for additional information.

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The following ~~summarizes~~is ~~changes~~a inreconciliation ~~certain~~of ~~operational~~net ~~and~~income ~~financial~~allocated ~~metrics~~to ~~for~~common ~~the~~stockholders ~~year~~to ~~ended~~adjusted ~~December~~earnings ~~31,~~(in ~~2024~~millions) ~~compared~~for to the year ended December 31, ~~2023~~2025 and 2024, respectively:


	Year Ended December 31,
	2025		2024
Net income allocated to common stockholders	$	1,094.8	$	761.0
Acquisition-related costs (a)	0.3		1.3
Amortization of acquired intangible assets (b)	69.9		88.7
Business realignment costs (c)	7.0		2.1
Cboe Digital syndication wind down (d)	—		(1.0)
Change in contingent consideration (e)	—		2.1
Non-operating investment adjustments, net (f)	(96.8)		31.4
Executive compensation adjustment (g)	1.6		—
Gain on Cboe Digital non-recourse notes and warrants wind down (h)	—		(1.4)
Gain on sale of property held for sale (i)	—		(1.0)
Impairment of assets (j)	46.7		81.0
Tax effect of adjustments	(8.2)		(52.2)
Deferred tax re-measurements (k)	13.3		—
Release of tax reserves (k)	(6.6)		(8.1)
Valuation allowances (l)	—		5.0
Net income allocated to participating securities	(0.3)		(0.9)
Adjusted earnings	$	1,121.7	$	908.0

__________________________________________________________

(a) This amount includes acquisition-related costs primarily from the company’s Cboe Digital, Cboe Canada, and Cboe Asia Pacific acquisitions, which are included in acquisition-related costs on the consolidated statements of income

(b) This amount represents the amortization of acquired intangible assets related to the company’s acquisitions, which is included in depreciation and amortization on the consolidated statements of income.

(c) This amount represents certain business realignment costs related to announced business realignment initiatives. For the year ended December 31, 2025, the costs included $5.1 million in compensation and benefits, $0.5 million in professional fees and outside services, and $1.4 million in other expenses, respectively, on the consolidated statements of income. For the year ended December 31, 2024, the costs included $2.1 million in compensation and benefits on the consolidated statements of income.

(d) This amount represents the contra-revenue that was reversed as a result of the Cboe Digital syndication wind down, which is included in transaction and clearing fees on the consolidated statements of income.

(e) This amount represents the gains and losses related to contingent consideration liabilities achieved related to the acquisitions of Cboe Canada and Cboe Asia Pacific, which is included in other expenses on the consolidated statements of income.

(f) This amount represents the net gains associated with the partial sale of PYTH token intangible assets and from the company's various minority investments, as well as the gain associated with the completion of the investment transaction within the company's investment in the 7Ridge Fund (which owned Trading Technologies International Inc.), which included $96.8 million in earnings on investments, net on the consolidated statements of income, for the year ended December 31, 2025, and the net impairments related to the company's minority investments, which included $31.6 million in other income (expense), net on the consolidated statements of income, for the year ended December 31, 2024, and $0.2 million in earnings on investments, net on the consolidated statements of income for the year ended December 31, 2024.

(g) This amount represents the CEO sign-on long-term equity awards with a grant date value of $6.0 million (comprised of a mixture of time and performance-based awards) and subject to a 3-year cliff vesting requirement associated with the hiring of Craig Donohue as Chief Executive Officer, which is included in compensation and benefits on the consolidated statements of income. This amount does not include the CEO's annual long-term equity incentive awards that were prorated for 2025.

(h) This amount represents the revaluation and the gain associated with the wind down of the Cboe Digital non-recourse notes and warrants, which is included in other income (expense), net on the consolidated statements of income.

(i) This amount represents the net gain on the sale of the company’s former headquarters, which is included in other income (expense), net on the consolidated statements of income.

(j) This amount represents the impairment of assets related to Cboe Canada, CEDX, and Cboe Japan in 2025, as well as the impairment of assets related to the Cboe Digital wind down in 2024, which are included in impairment of assets on the consolidated statements of income.

(k) These amounts represent the tax impact related to changes in state and local filing positions for the year ended December 31, 2025 and the tax reserves related to Section 199 matters for the year ended December 31, 2024.

(l) This amount represents the valuation allowances related to the impairments of the company's minority investments in Globacap Technology Limited and StratiFi Technologies Inc.

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The following summarizes changes in certain operational and financial metrics for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023 (continued from previous page)~~2024:

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The following ~~table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The following~~ summarizes changes in certain operational and financial metrics for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023:~~2024 (continued from previous page):

	Year Ended December 31,						Increase/(Decrease)			PercentChange
	2024			2023
	(in millions, except percentages, trading days, and as noted below)
Options:
Average daily volume (ADV) (in millions of contracts):
Market ADV	48.5			44.2			4.3			10	%
Total touched contracts (1)	14.9			14.6			0.3			2	%
Multi-listed contract ADV	10.9			10.8			0.1			0	%
Index contract ADV	4.1			3.8			0.3			8	%
Number of trading days	252			250			2			1	%
Total Options revenue per contract (RPC) (2)	$	0.293		$	0.276		$	0.017		6	%
Multi-listed options RPC (2)	0.063			0.060			0.003			6	%
Index options RPC (2)	0.902			0.893			0.009			1	%
Total Options market share	30.8		%	33.1		%	(2.3)		%	*
Multi-listed options market share	24.5		%	26.8		%	(2.3)		%	*
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total touched shares (in billions) (1)	1.5			1.5			—			(1)	%
Market ADV (in billions)	12.2			11.0			1.2			10	%
Market share	11.4		%	12.8		%	(1.4)		%	*
U.S. Equities - Exchange (net capture per one hundred touched shares) (3)	$	0.022		$	0.018		$	0.004		17	%
U.S. ETPs: launches (number of launches)	235			124			111			90	%
U.S. ETPs: listings (number of listings)	871			666			205			31	%
U.S. Equities - Off-Exchange:
ADV:
Total touched shares (in millions) (1)	79.0			79.5			(0.5)			(1)	%
U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)	$	0.132		$	0.124		$	0.008		7	%
Trading days	252			250			2			1	%
Canadian Equities:
ADV (matched shares, in millions) (5)	147.6			136.1			11.5			8	%
Trading days	252			250			2			1	%
Net capture (per 10,000 touched shares, in Canadian dollars) (6)	4.069			3.994			0.075			2	%
Europe and Asia Pacific:
European Equities:
ADNV:
Matched ADNV (Euros - in billions) (7)	€	9.8		€	9.4		€	0.4		4	%
Market ADNV (in billions)	41.4			39.1			2.3			6	%
Trading days	257			256			1			0	%
Market share	23.6		%	24.0		%	(0.4)		%	*
Net capture (per matched notional value (bps), in Euros) (8)	0.255			0.226			0.029			12	%
Cboe Clear Europe:
Trades cleared (9)	1,229.2			1,172.0			57.2			5	%
Fee per trade cleared (10)	€	0.008		€	0.009		€	(0.001)		(9)	%
European equities market share cleared (11)	37.4		%	34.9		%	2.5		%	*
Net settlement volume (12)	11.2			10.0			1.2			11	%
Net fee per settlement (13)	€	1.033		€	0.917		€	0.116		13	%
Australian Equities:
ADNV (AUD - in billions)	$	0.8		$	0.7		$	0.1		12	%
Trading days	254			252			2			1	%
Market share - Continuous	20.7		%	18.7		%	2.0		%	*
Net capture (per matched notional value (bps), in Australian Dollars) (14)	0.155			0.158			(0.003)			(2)	%
Japanese Equities:
ADNV (JPY - in billions)	¥	304.2		¥	176.6		¥	127.6		72	%
Trading days	245			246			(1)			(0)	%
Market share - Lit Continuous	5.2		%	4.0		%	1.2		%	*
Net capture (per matched notional value (bps), in Yen) (15)	0.227			0.252			(0.025)			(10)	%
Futures:
ADV (in thousands)	238.6			223.3			15.3			7	%
Trading days	252			250			2			1	%
Revenue per contract	$	1.760		$	1.755		$	0.005		0	%
Global FX:
ADNV ($ - in billions)	$	46.7		$	44.7		$	2.0		5	%
Market share	19.6		%	20.0		%	(0.4)		%	*
Trading days	260			259			1			0	%
Net capture (per one million dollars traded) (16)	2.68			2.64			0.04			1	%
Average British pound/U.S. dollar exchange rate	$	1.278		$	1.243		$	0.035		3	%
Average Canadian dollar/U.S. dollar exchange rate	$	0.730		$	0.741		$	(0.011)		(1)	%
Average Euro/U.S. dollar exchange rate	$	1.082		$	1.081		$	0.001		0	%
Average Euro/British pound exchange rate	£	0.847		£	0.870		£	(0.023)		(3)	%
Average Australian dollar/U.S. dollar exchange rate	$	0.660		$	0.664		$	(0.004)		(1)	%
Average Japanese Yen/U.S. dollar exchange rate	$	0.007		$	0.007		$	—		0	%

~~________________________________________________________~~Table of Contents

The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2025 compared to the year ended December 31, 2024:


	Year Ended December 31,						Increase/ (Decrease)			Percent Change
	2025			2024
	(in millions, except percentages, trading days, and as noted below)
Options:
Average daily volume (ADV) (in millions of contracts):
Market ADV	60.8			48.5			12.3			25	%
Total touched contracts (1)	18.4			14.9			3.5			23	%
Multi-listed contract ADV	13.5			10.9			2.6			24	%
Index contract ADV	4.9			4.1			0.8			21	%
Trading days	250			252			(2)			(1)	%
Total Options revenue per contract (RPC) (2)	$	0.297		$	0.293		$	0.004		1	%
Multi-listed options RPC (2)	0.066			0.063			0.003			4	%
Index options RPC (2)	0.924			0.902			0.022			2	%
Total Options market share	30.3		%	30.8		%	(0.5)		%	*
Multi-listed options market share	24.2		%	24.5		%	(0.3)		%	*
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total matched shares (in billions) (5)	1.8			1.4			0.4			26	%
Market ADV (in billions)	17.6			12.2			5.4			45	%
Market share	10.0		%	11.4		%	(1.4)		%	*
U.S. Equities - Exchange (net capture per one hundred touched shares) (3)	$	0.015		$	0.022		$	(0.007)		(32)	%
U.S. ETPs: launches (number of launches)	351			235			116			49	%
U.S. ETPs: listings (number of listings)	1,165			871			294			34	%
U.S. Equities - Off-Exchange:

ADV (touched shares, in millions) (1)	155.1			79.0			76.1			96	%
U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)	$	0.075		$	0.132		$	(0.057)		(43)	%
Trading days	250			252			(2)			(1)	%
Canadian Equities:
ADV (matched shares, in millions) (5)	167.5			147.6			19.9			13	%
Trading days	251			252			(1)			(0)	%
Net capture (per 10,000 touched shares, in Canadian dollars) (6)	$	4.133		$	4.069		$	0.064		2	%
Europe and Asia Pacific:
European Equities:
ADNV:
Matched ADNV (Euros - in billions) (7)	€	12.8		€	9.8		€	3.0		31	%
Market ADNV (Euros - in billions)	51.3			41.4			9.9			24	%
Trading days	256			257			(1)			(0)	%
Market share	25.0		%	23.6		%	1.4		%	*
Net capture (per matched notional value (bps), in Euros) (8)	€	0.269		€	0.255		€	0.014		6	%
Cboe Clear Europe:
Trades cleared, in millions (9)	1,464.6			1,229.2			235.4			19	%
Fee per trade cleared (10)	€	0.009		€	0.008		€	0.001		9	%
European Equities market share cleared (11)	39.4		%	37.4		%	2.0		%	*
Net settlement volume, in millions (12)	13.6			11.2			2.4			22	%
Net fee per settlement (13)	€	1.012		€	1.033		€	(0.021)		(2)	%
Australian Equities:
ADNV (Australian dollars - in billions)	$	0.9		$	0.8		$	0.1		20	%
Trading days	253			254			(1)			(0)	%
Market share - Continuous	20.2		%	20.7		%	(0.5)		%	*
Net capture (per matched notional value (bps), in Australian dollars) (14)	$	0.184		$	0.155		$	0.029		19	%
Futures:
ADV (in thousands)	227.2			238.6			(11.4)			(5)	%
Trading days	250			252			(2)			(1)	%
RPC	$	1.723		$	1.760		$	(0.037)		(2)	%
Global FX:
ADNV ($ - in billions)	$	52.8		$	46.7		$	6.1		13	%
Trading days	259			260			(1)			(0)	%
Net capture (per one million dollars traded) (15)	$	2.85		$	2.68		$	0.17		7	%

Average British pound/U.S. dollar exchange rate	$	1.318		$	1.278		$	0.040		3	%
Average Canadian dollar/U.S. dollar exchange rate	$	0.716		$	0.730		$	(0.014)		(2)	%
Average Euro/U.S. dollar exchange rate	$	1.130		$	1.082		$	0.048		4	%
Average Euro/British pound exchange rate	£	0.857		£	0.847		£	0.010		1	%
Average Australian dollar/U.S. dollar exchange rate	$	0.645		$	0.660		$	(0.015)		(2)	%

_______________________________________________________

* Not meaningful

Note, the percent change listed represents the change in the unrounded metrics figures.

Note, in the ~~Digital~~third ~~segment~~quarter isof ~~not~~2025, ~~included~~the asCompany ~~results~~replaced ~~were~~U.S. ~~not~~Equities ~~material~~- Exchange total touched shares with total matched shares for each period presented, aligning the ~~year~~metric ~~ended~~with ~~December~~externally ~~31,~~reported ~~2024~~volume ~~and~~summaries. ~~2023~~The impact of this change is immaterial.

Note, asthe offormer ~~January~~Digital ~~2025,~~segment ~~European~~is ~~equities~~not ~~market~~included ~~share~~as ~~cleared~~results ~~excludes~~were ~~market~~not ~~volume~~material ~~not~~for ~~cleared~~the ~~within~~year ended December 31, 2024. In the ~~Cboe~~second ~~Clear~~quarter ~~Europe~~of ~~pan-European~~2025, ~~equities~~Digital ~~market~~futures ~~space~~products were transitioned to Cboe Futures Exchange. ~~Prior~~Futures ~~periods~~metrics ~~have~~prior ~~been~~to ~~restated~~the insecond ~~accordance~~quarter ~~with~~of ~~this~~2025 ~~methodology~~exclude Digital futures products.

66Note, as of January 2025, European equities market share cleared excludes market volume not cleared within the Cboe Clear Europe pan-European equities market space. Prior periods have been recast in accordance with this methodology.

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(1)Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.

(2)Average revenue per contract, for options and futures, represents total net transaction fees recognized for the period divided by total contracts traded during the period.

(3)Net capture per one hundred touched shares refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX, and EDGA and the number of trading days.

(4)Net capture per one hundred touched shares refers to transaction fees less order and execution management system (OMS/EMS) fees and clearing costs divided by the product of one-hundredth ADV of touched shares on BIDS Trading and the number of trading days for the period.

(5)Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges.

(6)Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares ~~for~~of ~~MATCHNow and~~ Cboe Canada and the number of trading days. ~~As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.~~

(7)Matched ADNV represents the average daily notional value of shares or contracts executed on our exchanges.

(8)Net capture per matched notional value refers to transaction fees less liquidity payments in ~~British~~Euros ~~pounds~~ divided by the product of ADNV in ~~British~~Euros ~~pounds~~ of shares matched on Cboe Europe Equities and the number of trading days.

(9)Trades cleared refers to the total number of non-interoperable trades cleared.

(10)Fee per trade cleared refers to clearing fees divided by the number of non-interoperable trades cleared.

(11)European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues.

(12)Net settlement volume refers to the total number of settlements executed after netting.

(13)Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.

(14)Net capture per matched notional value refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Cboe Australia and the number of Australian Equities trading days.

(15)Net capture per ~~matched~~one ~~notional~~million ~~value~~dollars traded refers to net transaction fees less liquidity payments, inif ~~Japanese~~any, ~~Yen~~ divided by the ~~product~~Spot ofand ~~ADNV~~SEF inproducts ~~Japanese~~of ~~Yen~~one-thousandth of ~~shares~~ADNV ~~matched~~traded on the Cboe ~~Japan~~FX Markets and the number of ~~Japanese Equities~~ trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.

(16)Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.63

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Revenues

Total revenues for the year ended December 31, ~~2024~~2025 increased $~~321~~619.07 million, or 915%, compared to the year ended December 31, ~~2023~~2024 primarily due to increases across all revenue captions, driven by an increase in ~~the Section 31 fee rate following a rate change in May 2024, an increase in~~ transaction and clearing fees as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, ~~Cboe~~and ~~options,~~ Cboe European equities exchanges, ~~and~~partially ~~Cboe~~offset ~~futures~~by ~~exchanges,~~a andecrease ~~increase~~ in ~~other~~regulatory ~~revenue~~fees ~~attributable~~due to ~~Cboe~~a ~~Clear~~decrease ~~Europe,~~in ~~and~~the ~~increases~~Section in31 ~~access~~fee ~~and~~rate ~~capacity~~following ~~fees~~a ~~across~~rate ~~segments~~change in May 2025.

The following summarizes changes in revenues for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 (in millions, except percentages):

	Year EndedDecember 31,				Increase/(Decrease)		Percent Change
	2024		2023
	2025		2024
Cash and spot markets	$	1,~~670~~834.08	$	1,~~445~~670.10	$	~~224~~164.98	1610	%
Data Vantage	~~576~~635.65		~~539~~576.26		3758.49		710	%
Derivatives markets	12,~~847~~243.9		1,~~789~~847.29		58396.70		321	%
Total revenues	$	4,~~094~~714.52	$	34,~~773~~094.5	$	~~321~~619.07	915	%

Cash and Spot Markets

Cash and spot markets revenue increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~increases~~an increase in ~~regulatory~~transaction and clearing fees, ~~transaction~~partially offset by a decrease in regulatory fees. Transaction and clearing fees, increased primarily due to a 26% increase in total matched shares on Cboe U.S. equity exchanges and ~~other~~a ~~revenue~~31% increase in Cboe European equities exchanges matched ADNV. Regulatory fees ~~increased~~decreased primarily due to a 9449% ~~increase~~decrease in the Section 31 fee rate, from an average of $1020.3508 per million dollars of covered sales for the year ended December 31, ~~2023~~2024 to an average rate of $2010.0826 per million dollars of covered sales for the year ended December 31, ~~2024. Transaction and clearing fees increased primarily due to pricing changes and shifts in volumes on the Cboe U.S. equities exchanges~~2025, afollowing ~~4% increase in Cboe European equities' matched ADNV,~~ a ~~72%~~rate ~~increase~~change ineffective ~~Cboe~~May ~~Japanese~~2025 ~~equities'~~to ~~ADNV,~~$0 ~~and~~per anmillion ~~11%~~dollars ~~increase~~of incovered ~~Cboe~~sales ~~Clear Europe's net settlement volume. Other revenue increased primarily~~ due to ~~an increase in interest income attributable to Cboe Clear Europe as a result of~~ the ~~changing~~SEC ~~interest~~having ~~rate~~collected ~~environment,~~its ~~coupled~~entire ~~with~~2025 ~~additional~~appropriated ~~interest~~amount. ~~earned~~Regulatory infees ~~accordance~~revenue ~~with~~related ~~the~~to ~~change~~Section in31 ~~its~~fees ~~investment~~is ~~policy.~~directly ~~See~~offset ~~Note~~by 14regulatory ~~("Clearing~~fees ~~Operations")~~cost ~~for~~of ~~additional~~revenues ~~information~~related onto ~~Cboe~~Section ~~Clear~~31 ~~Europe's investment policy~~fees.

Data Vantage

Data Vantage revenue increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increased logical and physical port fees in the Options, North American Equities, ~~Options,~~ and Europe and Asia Pacific segments driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, Europe and Asia Pacific, and North American Equities, ~~and~~segments ~~Europe~~driven ~~and~~by ~~Asia~~increased ~~Pacific~~customer ~~segments~~demand.

Derivatives Markets

Derivatives markets revenue increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in ~~regulatory~~transaction and clearing fees, ~~coupled~~partially ~~with~~offset anby ~~increase~~a decrease in ~~transaction~~regulatory fees. Transaction and clearing fees increased primarily due to a 21% increase in index options ADV and a 24% increase in multi-listed options ADV. Regulatory fees ~~increased~~decreased primarily due to a 9449% ~~increase~~decrease in the Section 31 fee rate, from an average of $1020.3508 per million dollars of covered sales for the year ended December 31, ~~2023~~2024 to an average rate of $2010.0826 per million dollars of covered sales for the year ended December 31, ~~2024.~~2025, ~~Transaction~~following ~~and~~a ~~clearing~~rate ~~fees~~change ~~increased~~effective ~~primarily~~May 2025 to $0 per million dollars of covered sales due to anthe 8%SEC ~~increase~~having incollected ~~index~~its ~~options~~entire ~~ADV~~2025 ~~and~~appropriated aamount. 7%Regulatory ~~increase~~fees inrevenue ~~Futures~~related ~~ADV,~~to ~~partially~~Section 31 fees is directly offset by aregulatory 2%fees ~~decrease~~cost inof ~~multi-listed~~revenues ~~options~~related ~~market~~to ~~share~~Section 31 fees.

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Cost of Revenues

The following tables reconcile the disaggregated cost of revenues captions presented on the consolidated statements of income to the revenue captions presented on the consolidated statements of income for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively (in millions):

	Year Ended December 31, 2025
	Cash and Spot Markets		Data Vantage		Derivatives Markets		Total
Liquidity payments	$	1,073.4	$	—	$	636.3	$	1,709.7
Routing and clearing fees	62.7		—		17.7		80.4
Regulatory fees cost of revenues	191.6		—		47.1		238.7
Royalty fees and other cost of revenues	41.9		12.6		201.8		256.3
Total cost of revenues	$	1,369.6	$	12.6	$	902.9	$	2,285.1
	Year Ended December 31, 2024
	Cash and Spot Markets		Data Vantage		Derivatives Markets		Total
Liquidity payments	$	843.5	$	—	$	485.6	$	1,329.1
Routing and clearing fees	51.2		—		17.1		68.3
Section 31 fees	318.3		—		73.1		391.4
Regulatory fees cost of revenues	318.3		—		73.1		391.4
Royalty fees and other cost of revenues	53.8		10.9		168.6		233.3
Total cost of revenues	$	1,266.8	$	10.9	$	744.4	$	2,022.1
	Year Ended December 31, 2023
	Cash and Spot Markets		Data Vantage		Derivatives Markets		Total
Liquidity payments	$	837.3	$	—	$	548.5	$	1,385.8
Routing and clearing fees	51.2		—		27.9		79.1
Section 31 fees	151.2		—		34.5		185.7
Royalty fees and other cost of revenues	38.9		9.1		156.9		204.9
Total cost of revenues	$	1,078.6	$	9.1	$	767.8	$	1,855.5

Total cost of revenues increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~increased cash and spot markets cost of revenues as a result of~~ an increase in ~~the~~liquidity ~~Section~~payments ~~31 fee rate, coupled with an increase in other cost of revenues~~ as a result of anvolume ~~increase~~increases in ~~interest~~U.S. ~~expense~~equities ~~related to Cboe Clear Europe~~ and anmulti-listed ~~increase in royalty fees for licensed products~~options, partially offset by a decrease in ~~liquidity~~regulatory ~~payments~~fees oncost ~~the~~of ~~Cboe~~revenues ~~options~~as ~~exchanges,~~a ~~driven~~result byof a ~~decline~~decrease in ~~multi-listed~~the ~~options~~Section ~~market~~31 ~~share~~fee rate.

The following summarizes the changes in the disaggregated cost of revenues for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 (in millions, except percentages):

	Year EndedDecember 31,				Increase/(Decrease)		Percent Change
	2024		2023
	2025		2024
Liquidity payments	$	1,~~329~~709.17	$	1,~~385~~329.81	$	~~(56~~380.7)6	~~(4)~~29	%
Routing and clearing	6880.34		7968.13		~~(10~~12.8)1		~~(14)~~18	%
Section 31 fees	391.4		185.7		205.7		111	%
Regulatory fees cost of revenues	238.7		391.4		(152.7)		(39)	%
Royalty fees and other cost of revenues	~~233~~256.3		~~204~~233.93		2823.40		1410	%
Total cost of revenues	$	2,~~022~~285.1	$	12,~~855~~022.51	$	~~166~~263.60	913	%

Liquidity Payments

Liquidity payments ~~decreased~~increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decline~~increase in liquidity payments on the Cboe ~~options~~U.S. equity exchanges, as a result of a 226% ~~decline~~increase in ~~multi-listed~~total ~~options~~matched ~~market share~~shares, ~~partially~~coupled ~~offset~~with by an increase in liquidity payments on the Cboe ~~U.S.~~options ~~equities~~ exchanges as a result of a ~~shift~~24% increase in ~~volumes~~multi-listed ofoptions ~~certain market participants~~ADV.

Routing and Clearing

Routing and clearing fees ~~decreased~~increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decrease~~increase in routed ~~shares~~trades on the Cboe ~~options~~U.S. equity exchanges and Cboe Clear Europe settlement fees.

~~Section~~Regulatory 31 Fees Cost of Revenues

~~Section~~Regulatory 31 fees ~~increased~~cost of revenues decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to a 9449% ~~increase~~decrease in the Section 31 fee rate, from an average rate of $1020.3508 per million dollars of covered sales for the year ended December 31, ~~2023~~2024 to an average rate of $2010.0826 per million dollars of covered sales for the year ended December 31, ~~2024.~~2025, following a rate change effective May 2025 to $0 per million dollars of covered

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sales due to the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by regulatory fees cost of revenues related to Section 31 fees.

Royalty Fees and Other Cost of Revenues

Royalty fees and other cost of revenues increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in ~~interest~~trading ~~expense~~volumes ~~attributable~~of tolicensed ~~Cboe~~products ~~Clear~~in ~~Europe as a result of~~ the ~~changing~~Options ~~interest~~segment, ~~rate~~partially ~~environment~~offset ~~and~~by a ~~change~~decrease in ~~its~~operating ~~investment~~interest ~~policy,~~expense ~~coupled~~attributable ~~with~~to anCboe ~~increase~~Clear inEurope ~~trading~~as ~~volumes~~a result of ~~licensed products in~~ the ~~Options~~changing ~~segment.~~interest ~~See~~rate ~~Note~~environment 14resulting ~~("Clearing~~in ~~Operations")~~a ~~for~~decrease ~~additional~~in ~~information~~interest onpaid ~~Cboe~~to ~~Clear Europe's investment policy~~customers.

Revenues Less Cost of Revenues

Revenues less cost of revenues increased $~~154~~356.47 million, or 817%, for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in derivatives markets revenues less cost of revenues, driven by an increase in volumes traded on the Cboe options ~~and futures~~ exchanges, an increase in cash and spot markets revenues less cost of revenues driven by an increase in ~~net~~volumes ~~capture~~traded on the Cboe ~~U.S.~~European equities exchanges, and ~~Cboe~~an ~~European~~increase ~~equities~~in ~~exchanges,~~Data ~~and~~Vantage revenues less cost of revenues driven by an increase in access and capacity fees and proprietary market data across segments.

The following summarizes the components of revenues less cost of revenues for the year ended December 31, ~~2024~~2025, presented as a percentage of revenues less cost of revenues and compared to the year ended December 31, ~~2023~~2024 (in millions, except percentages):

							Percentage of Revenues Less Cost of Revenues
	Year EndedDecember 31,				PercentChange		Year Ended December 31,
	2024		2023				2024		2023
	2025		2024				2025		2024
Cash and spot markets	$	~~403~~465.2	$	~~366~~403.52	1015	%	2019	%	1920	%
Data Vantage	~~565~~622.79		~~530~~565.17		710	%	2726	%	2827	%
Derivatives markets	1,~~103~~341.50		1,~~021~~103.45		822	%	5355	%	53	%
Total revenues less cost of revenues	$	2,~~072~~429.41	$	12,~~918~~072.04	817	%	100	%	100	%

Cash and Spot Markets

Cash and spot markets revenues less cost of revenues increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to increases in transaction and clearing fees less liquidity payments and routing and clearing costs (“"net transaction and clearing fees”") in the ~~North American Equities and~~ Europe and Asia Pacific ~~segments~~ and anGlobal ~~increase~~FX ~~in net other revenue, partially offset by a decrease in industry market data fees~~segments. Net transaction and clearing fees increased primarily due to a 1731% increase in Cboe ~~U.S. equities exchanges' net capture, a 12% increase in Cboe~~ European equities' ~~net capture, a 4% increase in Cboe European equities'~~ matched ADNV, a 7213% increase in ~~Cboe~~Global ~~Japanese~~FX ~~equities'~~ ADNV, and a 1322% increase in Cboe Clear Europe's net ~~fee per~~ settlement, ~~coupled with an 11% increase in Cboe Clear Europe's net settlement volume~~volumes. Net other revenue increased primarily due to an increase in interest income attributable to Cboe Clear Europe as a result of the changing interest rate environment and additional interest income due to a change in its investment policy. See Note 14 ("Clearing Operations") for additional information on Cboe Clear Europe's investment policy. Industry market data fees decreased primarily due to a decrease in U.S. tape plan revenue as a result of a 1% decline in market share on the Cboe U.S. equities exchanges.

Data Vantage

Data Vantage revenues less cost of revenues increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to ~~increased~~increases in logical and physical port fees in the Options, North American Equities, ~~Options,~~ and Europe and Asia Pacific segments driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, Europe and Asia Pacific, and North American Equities, ~~and~~segments ~~Europe~~driven ~~and~~by ~~Asia~~increased ~~Pacific~~customer ~~segments~~demand.

Derivatives Markets

Derivatives markets revenues less cost of revenues increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in net transaction and clearing fees, driven by ana 821% increase in index options ADV, and a 624% increase in multi-listed options ~~RPC, and a 7% increase in Futures~~ ADV, partially offset by an increase in royalty fees due to an increase in trading volumes of licensed products in the Options segment.

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Operating Expenses

~~For~~Total operating expenses for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 ~~total~~decreased ~~operating~~$12.0 ~~expenses~~million, ~~increased~~or 1%, primarily due to ~~the~~decreases in impairment of ~~intangible~~ assets ~~related to the Digital segment recorded in 2024~~ and ~~increases~~depreciation ~~in compensation~~ and ~~benefits and other expenses~~amortization, partially offset by aan ~~decrease~~increase in ~~depreciation~~compensation and ~~amortization compared to the prior period~~benefits.

The following summarizes changes in operating expenses for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 (in millions, except percentages):

	Year EndedDecember 31,				Increase/(Decrease)		Percent Change
	2024		2023
	2025		2024
Compensation and benefits	$	~~462~~500.48	$	~~425~~462.84	$	3638.64	98	%
Depreciation and amortization	~~133~~122.04		~~158~~133.0		(2510.06)		(168)	%
Technology support services	~~102~~107.86		99102.78		34.18		35	%
Professional fees and outside services	9491.85		9294.08		2(3.83)		(3)	%
Travel and promotional expenses	4542.81		3745.68		8(3.27)		22(8)	%
Facilities costs	2426.62		2524.76		(1.1)6		~~(4)~~7	%
Acquisition-related costs	10.3		71.43		(6.1.0)		(8277)	%
Impairment of intangible assets	81.0		—		81.0		100	%
Impairment of assets	46.7		81.0		(34.3)		(42)	%
Other expenses	2824.34		1328.93		14(3.49)		~~104~~(14)	%
Total operating expenses	$	~~974~~962.0	$	~~860~~974.10	$	~~113~~(12.90)	13(1)	%

Compensation and Benefits

Compensation and benefits increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to a $1421.8 million increase in ~~salaries~~accrued ~~and~~bonuses ~~wages~~as ~~primarily~~a ~~due~~result toof ~~merit~~strong ~~and~~Company ~~headcount increases~~performance, a $10.41 million increase in ~~bonuses~~salaries and wages primarily due to ~~stronger~~merit ~~relative Company performance~~increases, a $64.86 million increase in equity compensation ~~as a result of expense reversals~~ related to executive ~~departures in 2023 that did not recur in 2024~~transitions, and a $64.51 million increase in ~~benefits related to increases in~~ payroll ~~taxes, payroll~~ benefits, ~~and employer retirement contributions,~~ partially offset by aan ~~decline~~$8.3 inmillion ~~equity~~increase ~~compensation~~in ~~expense~~capitalized wages as a result of aan ~~change~~increase in ~~the~~internally ~~retirement~~developed ~~vesting terms for new equity awards~~software.

Depreciation and Amortization

Depreciation and amortization decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~decline~~declines in amortization under the discounted cash flow method for the intangibles acquired in the Merger asand ~~well~~monthly asamortization afor ~~decrease~~developed inand ~~amortization~~existing astechnology aending ~~result~~or ofbeing ~~the~~fully ~~Cboe~~impaired ~~Digital~~since ~~impairment in~~ the ~~second~~third quarter of 2024.

Technology Support Services

Technology support services costs increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to increases in ~~software maintenance,~~ cloud services, ~~market~~secondary data ~~technology~~center ~~support~~hosting ~~services~~expenses, ~~primary~~market data ~~center~~technology ~~hosting~~support ~~expenses~~services, and ~~software~~hardware ~~licenses and subscriptions~~maintenance, partially offset by decreases in purchased hardware ~~and hardware maintenance~~.

Professional Fees and Outside Services

Professional and outside services fees ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~increases in contract services, legal fees, and regulatory costs, partially offset by~~ a decrease in consulting fees.

Travel and Promotional Expenses

Travel and promotional expenses ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~increases~~a decrease in marketing and advertising expenses driven by decreases in the Company’s advertising campaigns and sponsorships ~~as well as an increase in travel expenses~~.

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Facilities Costs

Facilities costs ~~decreased~~increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decrease~~increase in ~~real~~repairs ~~estate~~and ~~taxes~~maintenance ~~and~~related ~~utilities,~~to ~~partially~~our ~~offset~~leased byproperties and an increase in office rent~~, service costs, and repairs and maintenance~~.

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Acquisition-Related Costs

Acquisition-related costs decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to a decrease in ~~general and administrative costs and~~ retention-related compensation costs associated with prior acquisitions and professional fees.

Impairment of ~~Intangible~~ Assets

Impairment of ~~intangible~~ assets ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to the $81.0 million impairment of ~~intangible~~ assets recognized in the former Digital segment induring the ~~second~~year ~~quarter~~ended ofDecember 31, 2024. This was partially offset by the impairment of Cboe Japan's assets of $23.4 million as a result of the wind down of the Company's Japanese equities business, $17.7 million in cumulative impairment charges of intangible assets related to Cboe Canada, and a $5.6 million impairment charge of internally developed software and prepaid expenses on Cboe Clear Europe related to the CEDX wind down during the year ended December 31, 2025.

Other Expenses

Other expenses ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ana ~~increase~~decrease in ~~the~~bad debt expense and change in contingent consideration related to prior acquisitions, ~~partially~~recorded ~~offset~~in by2024, awhich ~~decrease~~did innot ~~bad~~recur ~~debt~~in ~~expense provisions~~2025.

Operating Income

As a result of the items above, operating income for the year ended December 31, ~~2024~~2025 was $1,~~098~~467.41 million, compared to operating income of $1,~~057~~098.94 million for the year ended December 31, ~~2023~~2024, an increase of $40368.57 million.

Interest Expense

Interest expense ~~decreased~~increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~repayments~~an onincrease ~~the Term Loan~~ in ~~2023,~~Cboe ~~which~~Clear ~~was~~Europe ~~paid~~commitment ~~off~~fees inon the ~~fourth~~Cboe ~~quarter~~Clear ofEurope ~~2023~~Credit Facility.

Interest Income

Interest income increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aincome ~~one-time~~from ~~true-up~~U.S. ofTreasury ~~interest~~bills ~~earned~~as ona ~~available-for-sale~~result ~~securities~~of ~~recorded~~additional ininvestment ~~2024,~~of cash and cash equivalents coupled with ~~higher~~increases in interest ~~rates~~on ~~and~~higher average daily cash ~~balances~~and incash ~~2024~~equivalents balances.

Earnings on Investments, Net

Earnings on investments, ~~decreased~~net increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to ~~a decrease of~~ $1090.38 million in ~~the~~net ~~equity~~realized ~~earnings~~gains on the Company's equity method investment in ~~7Ridge~~the ~~Investments 3 LP ("~~7Ridge Fund") (which ~~owns~~owned Trading Technologies) ~~International~~recorded ~~Inc.~~in (“2025 as a result of Trading Technologies~~”))~~' ~~recorded~~sale into ~~2024~~a ~~compared~~third toparty ~~2023.~~in November 2025.

Other Income (Expense) ~~Income~~, Net

Other income (expense) ~~income~~, net ~~decreased~~increased for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to a $16.0 million impairment ~~charge~~recorded on the Company's minority investment in Globacap Technology Limited recorded in ~~the second quarter of~~ 2024, coupled with a $10.5 million impairment charge on the Company's minority investment in Eris Innovations Holdings, LLC recorded in ~~the fourth quarter of~~ 2024, ~~partially~~which ~~offset~~did bynot arecur ~~$5.3 million increase~~ in ~~dividend income related to the Company's minority investment in Vest Group Inc~~2025. ~~("Vest") in 2024.~~

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the year ended December 31, ~~2024~~2025 was $1,~~083~~566.86 million compared to income before income tax provision of $1,~~047~~083.68 million for the year ended December 31, ~~2023~~2024, an increase of $36482.28 million.

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Income Tax Provision

For the year ended December 31, ~~2024~~2025, the income tax provision was $~~318~~466.96 million compared to $~~286~~318.29 million for the year ended December 31, ~~2023~~2024, an increase of $32147.7 million, primarily due to an increase in income before income tax provision ~~and Section 199 releases in 2023~~. The effective tax rate for the year ended December 31, ~~2024~~2025 was 29.48%, compared to a rate of 2729.34% for the year ended December 31, ~~2023~~2024. The higher effective tax rate in the year ended December 31, ~~2024~~2025 compared to the year ended ~~December 31, 2023 is primarily due to Section 199 releases in 2023.~~

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December 31, 2024 is primarily due to remeasuring deferred tax assets and liabilities due to changes in state and local filing positions.

Net Income

As a result of the items above, net income for the year ended December 31, ~~2024~~2025 was $~~764~~1,100.90 million, or 3745% of revenues less cost of revenues, compared to $~~761~~764.49 million, or 4037%, of revenues less cost of revenues, for the year ended December 31, ~~2023~~2024, an increase of $3335.51 million.

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Segment Operating Results

WeThe Company previously operated six reportable business segments as of December 31, 2024. As of January 1, 2025, we report results from our ~~six~~five segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX~~, and Digital~~. Segment performance is primarily based on operating income ~~(loss)~~. We have aggregated all corporate costs, as well as other business ventures, within Corporate Items and Eliminations as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment. Operating expenses increased or decreased in certain segments for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to changes in the allocation of shared-service expenses.

The following summarizes our total revenues by segment (in millions, except percentages):

Note, the chart excludes Digital revenues of $(0.1) million ~~and $(4.1) million~~ for the ~~years~~year ended December 31, 2024 ~~and 2023, respectively~~.

							Percentage of Total Revenues
	Year EndedDecember 31,				PercentChange		Year Ended December 31,
	2024		2023				2024		2023
	2025		2024				2025		2024
Options	$	2,~~002~~433.6	$	12,~~939~~002.56	322	%	4952	%	5149	%
North American Equities	1,~~546~~672.83		1,~~353~~546.08		148	%	3835	%	3638	%
Europe and Asia Pacific	~~324~~378.26		~~281~~324.2		1517	%	8	%	8	%
Futures	~~141~~135.19		~~129~~141.01		9(4)	%	3	%	3	%
Global FX	7993.98		7479.9		717	%	2	%	2	%
Digital	(0.1)		(4.1)		98	%	*%		*%
Digital (1)	—		(0.1)		100	%	—	%	*%
Total revenues	$	4,~~094~~714.52	$	34,~~773~~094.5	915	%	100	%	100	%

____________________________________________________________________

(1) The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 have been retained in the former Digital segment for comparative purposes. See Note 16 (“Segment Reporting”) for additional information.

* Not meaningful

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The following summarizes our revenues less cost of revenues by segment (in millions, except percentages):

Note, the chart excludes Digital revenues less cost of revenues of $(2.0) million ~~and $(5.3) million~~ for the ~~years~~year ended December 31, 2024 ~~and 2023, respectively~~.

							Percentage of Total Revenues less Cost of Revenues
	Year EndedDecember 31,				PercentChange		Year Ended December 31,
	2024		2023				2024		2023
	2025		2024				2025		2024
Options	$	1,~~259~~531.31	$	1,~~169~~259.23	822	%	6163	%	61	%
North American Equities	~~383~~407.82		~~365~~383.38		56	%	1917	%	19	%
Europe and Asia Pacific	~~220~~273.25		~~190~~220.2		1624	%	1011	%	10	%
Futures	~~133~~126.52		~~125~~133.15		7(5)	%	65	%	6	%
Global FX	7791.61		7377.56		617	%	4	%	4	%
Digital	(2.0)		(5.3)		62	%	*%		*%
Digital (1)	—		(2.0)		100	%	—	%	*%
Total revenues less cost of revenues	$	2,~~072~~429.41	$	12,~~918~~072.04	817	%	100	%	100	%

____________________________________________________________________

* Not meaningful

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Options

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Options segment (in millions, except percentages):

									Percentage of Total Revenues
	Year EndedDecember 31,						PercentChange		Year Ended December 31,
	2024			2023					2024		2023
	2025			2024					2025		2024
Revenues less cost of revenues	$	1,~~259~~531.31		$	1,~~169~~259.23		822	%	63	%	6063	%
Operating expenses	~~380~~417.98			~~317~~380.9			2010	%	1917	%	1619	%
Operating income	$	~~878~~1,113.43		$	~~851~~878.34		327	%	4446	%	44	%
Operating margin	6972.87		%	7269.8		%	*		*		*
EBITDA (1)	$	~~903~~1,137.07		$	~~878~~903.30		326	%	4547	%	45	%
EBITDA margin (2)	7174.73		%	7571.17		%	*		*		*

____________________________________________________________________

* Not meaningful

(1)See footnote (12) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $90271.18 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in net transaction and clearing fees, driven by ana 821% increase in index options ADV, and a 624% increase in multi-listed options ~~RPC~~ADV, ~~and a 1% increase in index options RPC, coupled with an increase in logical and physical port fees,~~ partially offset by an increase in royalty fees due to an increase in the trading volumes of licensed products. For the year ended December 31, ~~2024~~2025, operating income for the Options segment increased $27234.19 million compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $6336.09 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to increases in compensation and benefits, ~~driven by changes in the allocation of shared-service expenses,~~ and ~~travel~~technology ~~and~~support ~~promotional expenses~~services.

North American Equities

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our North American Equities segment (in millions, except percentages):

									Percentage of Total Revenues
	Year EndedDecember 31,						PercentChange		Year Ended December 31,
	2024			2023					2024		2023
	2025			2024					2025		2024
Revenues less cost of revenues	$	~~383~~407.82		$	~~365~~383.38		56	%	2524	%	2725	%
Operating expenses	~~215~~219.21			~~247~~215.32			~~(13)~~2	%	1413	%	1814	%
Operating income	$	~~168~~188.61		$	~~118~~168.06		4312	%	11	%	911	%
Operating margin	4346.92		%	3243.39		%	*		*		*
EBITDA (1)	$	~~226~~234.80		$	~~186~~226.98		213	%	1514	%	1415	%
EBITDA margin (2)	5957.15		%	5159.21		%	*		*		*

____________________________________________________________________

* Not meaningful

(1)See footnote (12) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $1823.54 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in ~~net~~access ~~transaction~~ and ~~clearing~~capacity fees, driven by ~~a 17% increase in Cboe U.S. equities exchanges' net capture,~~ an increase in logical and physical port fees, revenue and an increase in ~~proprietary~~ market data revenue, ~~partially~~as ~~offset by~~ a ~~decrease~~result inof ~~industry~~an ~~market~~increase ~~data~~in ~~fees,~~tape ~~driven~~plan byrevenue aand ~~decrease~~proprietary inmarket Udata revenue.S. ~~tape~~For ~~plan~~the ~~revenue~~year asended aDecember ~~result~~31, of2025, aoperating 1%income ~~decline~~for inthe ~~market~~North ~~share~~American onEquities ~~the~~segment ~~Cboe~~increased U$19.S.5 ~~equities~~million ~~exchanges.~~compared ~~For~~to the year ended December 31, 2024 primarily due to an increase in revenues less cost of revenues, ~~operating~~partially ~~income~~offset ~~for~~by ~~the~~an ~~North~~increase ~~American~~in ~~Equities~~operating ~~segment~~expenses. Operating expenses increased $503.69 million for the year ended December 31, 2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decrease~~increase in ~~operating~~impairment ~~expenses,~~of ~~coupled~~intangible ~~with~~assets anrelated ~~increase~~to $17.7 million in ~~revenues~~cumulative ~~less~~impairment ~~cost~~charges ofrelated to Cboe Canada, partially offset by a decrease in depreciation and amortization.

7672

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revenues. Operating expenses decreased $32.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to decreases in compensation and benefits, driven by changes in the allocation of shared-service expenses, depreciation and amortization, technology support services, and professional fees and outside services, partially offset by an increase in other expenses, driven by the gain on change in contingent consideration related to Cboe Canada Inc. in 2023, which did not recur in 2024.

Europe and Asia Pacific

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Europe and Asia Pacific segment (in millions, except percentages):

									Percentage of Total Revenues
	Year EndedDecember 31,						PercentChange		Year Ended December 31,
	2024			2023					2024		2023
	2025			2024					2025		2024
Revenues less cost of revenues	$	~~220~~273.25		$	~~190~~220.2		1624	%	6872	%	68	%
Operating expenses	~~178~~219.56			~~157~~178.5			1323	%	5558	%	5655	%
Operating income	$	4153.79		$	3241.7		2829	%	1314	%	1213	%
Operating margin	1819.97		%	1718.29		%	*		*		*
EBITDA (1)	$	7087.78		$	6270.7		1324	%	2223	%	22	%
EBITDA margin (2)	32.1		%	3332.01		%	*		*		*

____________________________________________________________________

* Not meaningful

(1)See footnote (12) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $3053.03 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in net transaction and clearing fees, driven by a 1231% increase in Cboe European ~~equities'~~Equities ~~net capture, a 4% increase in Cboe European equities'~~ matched ADNV, aand ~~72% increase in Cboe Japanese Equities ADNV,~~ a 1322% increase in Cboe Clear Europe's net ~~fee per~~ settlement volumes, coupled with ana ~~11%~~decrease ~~increase~~ in interest expense attributable to Cboe Clear Europe's, ~~net~~driven ~~settlement~~primarily ~~volume,~~by ~~and~~a andecrease ~~increase~~ in interest ~~income attributable to Cboe Clear Europe~~rates. For the year ended December 31, ~~2024~~2025, operating income for the Europe and Asia Pacific segment increased $912.02 million compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $2141.01 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in ~~compensation~~impairment ~~and~~of ~~benefits,~~assets ~~other~~primarily ~~expenses,~~related ~~technology~~to ~~support~~the ~~services,~~wind ~~and~~down ~~professional~~of ~~fees~~the Company's Japanese equities business and ~~outside~~compensation ~~services~~and benefits.

Futures

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Futures segment (in millions, except percentages):

									Percentage of Total Revenues
	Year EndedDecember 31,						PercentChange		Year Ended December 31,
	2024			2023					2024		2023
	2025			2024					2025		2024
Revenues less cost of revenues	$	~~133~~126.52		$	~~125~~133.15		7(5)	%	9593	%	9795	%
Operating expenses	3452.63			3934.06			~~(11)~~51	%	2538	%	3025	%
Operating income	$	9873.9		$	8698.19		15(25)	%	7054	%	6770	%
Operating margin	7458.16		%	6874.81		%	*		*		*
EBITDA (1)	$	~~100~~75.9		$	87100.89		15(25)	%	7256	%	6872	%
EBITDA margin (2)	7560.61		%	7075.26		%	*		*		*

____________________________________________________________________

* Not meaningful

(1)See footnote (12) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

77Revenues less cost of revenues decreased $7.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in net transaction and clearing fees as a result of a 5% decrease in ADV. For the year ended December 31, 2025, operating income for the Futures segment decreased $25.0 million compared to the year ended December 31, 2024 primarily due to an increase in operating expenses, coupled with a decrease in revenues less cost of revenues. Operating expenses increased $17.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increases in compensation and benefits, professional fees and outside services, and technology support services, due, largely, to the Digital results being prospectively included in the Futures segment beginning in the first quarter of 2025.

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Revenues less cost of revenues increased $8.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in net transaction and clearing fees as a result of a 7% increase in ADV. For the year ended December 31, 2024, operating income for the Futures segment increased $12.8 million compared to the year ended December 31, 2023 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses. Operating expenses decreased $4.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to decreases in compensation and benefits, driven by changes in the allocation of shared service expenses, professional fees and outside services, and technology support services.

Global FX

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Global FX segment (in millions, except percentages):

									Percentage of Total Revenues
	Year EndedDecember 31,						PercentChange		Year Ended December 31,
	2024			2023					2024		2023
	2025			2024					2025		2024
Revenues less cost of revenues	$	7791.61		$	7377.56		617	%	97	%	9897	%
Operating expenses	4445.41			4844.84			~~(9)~~2	%	5648	%	6556	%
Operating income	$	3346.20		$	2433.72		3439	%	4249	%	3342	%
Operating margin	4250.85		%	3342.68		%	*		*		*
EBITDA (1)	$	4657.72		$	4246.87		922	%	5861	%	5758	%
EBITDA margin (2)	6062.28		%	5860.2		%	*		*		*

____________________________________________________________________

* Not meaningful

(1)See footnote (12) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $413.15 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in net transaction and clearing fees, driven by a 513% increase in ADNV. For the year ended December 31, ~~2024~~2025, operating income for the Global FX segment increased $812.58 million compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decrease~~increase in ~~operating~~revenues ~~expenses~~less cost of revenues, ~~coupled~~partially ~~with~~offset by an increase in ~~revenues~~operating ~~less cost of revenues~~expenses. Operating expenses ~~decreased~~increased $40.47 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to an increase in compensation and benefits, partially offset by a decrease in depreciation and amortization.

Digital

The ~~following~~Digital ~~summarizes~~segment ~~revenues~~results ~~less~~are ~~cost~~prospectively included in the Futures segment beginning in the first quarter of ~~revenues,~~2025. ~~operating~~No ~~expenses,~~table ~~operating~~is ~~loss,~~presented ~~operating~~below ~~margin,~~as ~~EBITDA,~~there ~~and~~is ~~EBITDA~~no ~~margin~~comparable ~~for~~financial ~~our~~information. ~~Digital~~See ~~segment~~Note 16 (in“Segment ~~millions,~~Reporting”) ~~except~~for ~~percentages):~~additional information.

							Percentage of Total Revenues
	Year EndedDecember 31,				PercentChange		Year Ended December 31,
	2024		2023				2024	2023
Revenues less cost of revenues	$	(2.0)	$	(5.3)	62	%	*%	*%
Operating expenses	110.4		41.4		167	%	*%	*%
Operating loss	$	(112.4)	$	(46.7)	(141)	%	*%	*%
Operating margin	*%		*%		*		*	*
EBITDA (1)	$	(107.7)	$	(39.1)	(175)	%	*%	*%
EBITDA margin (2)	*%		*%		*		*	*

____________________________________________________________________

* Not meaningful

(1)See footnote (1) to the table under “Overview” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

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Revenues less cost of revenues increased $3.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in net transaction and clearing fees driven by the reversal of contra-revenue following the dissolution of the Cboe Digital syndication in the second quarter of 2024. For the year ended December 31, 2024, the operating loss for the Digital segment increased $65.7 million compared to the year ended December 31, 2023 primarily due to an increase in operating expenses, partially offset by an increase in revenues less cost of revenues. Operating expenses increased $69.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to the impairment of intangible assets, partially offset by decreases in depreciation and amortization and compensation and benefits.

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LIQUIDITY AND CAPITAL RESOURCES

Below are charts that reflect elements of our capital allocation:

We expect our cash on hand at December 31, ~~2024~~2025 and other available resources, including cash generated from operations, to be sufficient to continue to meet our cash requirements for the foreseeable future. In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility, and potentially participating in future financing transactions to obtain additional capital will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, any dividends, potential strategic acquisitions, to cover any adjustments arising from tax examinations, and opportunities for common stock repurchases under the previously announced program. See Note 12 ("Debt") and Note 25 ("Subsequent Events") to the consolidated financial statements for further information.

Cboe Clear Europe also has a €1.202 billion committed syndicated multicurrency revolving and swingline credit facility agreement with Cboe Clear Europe as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings) (the “Facility”). The Facility is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system. Borrowings under the Facility are secured by cash, eligible bonds and eligible equity assets deposited by Cboe Clear Europe into secured accounts. As a result, should the Facility be drawn by Cboe Clear Europe it could potentially impact Cboe Clear Europe’s liquidity, and we can give no assurance that this Facility will be sufficient to meet all of such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Additionally, a default of the Facility may allow lenders, under certain circumstances, to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities. The Facility ~~was~~is ~~amended~~expected to terminate on June 2726, ~~2024,~~2026 ~~which~~and ~~extended~~we ~~the~~may ~~term~~not ofbe ~~the~~able to enter into a replacement facility ~~through~~on ~~June~~commercially 28reasonable terms, ~~2025~~or at all. Please refer to Note 12 ("Debt") for further information.

Our long-term cash needs will depend on many factors, including an introduction of new products, enhancements of current products, capital needs of our subsidiaries, the geographic mix of our business, and any potential acquisitions. We believe our cash from operations and the availability under our Revolving Credit Facility will meet any long-term needs unless a significant acquisition or acquisitions are identified, in which case we expect that we would be able to borrow the necessary funds and/or issue additional shares of our common stock to complete such acquisition(s).

Cash and cash equivalents ~~include~~includes cash in banks and all non-restricted, highly liquid investments, including certain short-term repurchase agreements, U.S. and UK Treasury securities, and money market funds, with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of December 31, ~~2024~~2025 increased $~~377.~~1,296.2 million from December 31, ~~2023~~2024 primarily due to the results of operations, ~~and~~the proceeds from ~~maturities~~our ofequity ~~available-for-sale~~method ~~financial~~and

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