Cboe Global Markets (CBOE) 10-K risk factor changes: FY2021 vs FY2020

| | ● | legislative or regulatory [removed: changes;] [added: changes or changes in tax regimes;] |

[removed: | | ● | our index providers’ ability to maintain the] [added: The] quality and integrity of [removed: their] [added: these] indices [removed: and] [added: are dependent on the ability of index providers, including us,] to [removed: perform under our agreements; |][added: maintain the index.]

| | ● | our ability to maintain an investment grade credit rating; [removed: and] |

| | ● | impairment of our goodwill, long-lived assets, investments or intangible [removed: assets.] [added: assets;] |

[removed: The] [added: Further impacts of the] COVID-19 pandemic [removed: and its effects] could have a material adverse effect on our business, financial condition, operating results and cash flows.

Governments, public institutions, and other organizations around the world have taken, and may take [removed: additional,] [added: additional or reimpose previous,] emergency measures to combat [removed: its] [added: COVID-19’s] spread, including [removed: rollouts of vaccinations,] [added: vaccination requirements,] implementation of travel [added: bans, stay-at-home orders, border closures, and closures of offices, factories, schools, public buildings and businesses.]

These measures may [added: disrupt the supply chain and may] interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to perform their respective responsibilities and obligations relative to the conduct of our business.

In addition to uncertain expenses [added: and impacts to our business] we may incur due to COVID-19 as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our [removed: eventual] return to our offices, we may also be subject to claims from employees or customers alleging failure to maintain safe premises and restrictions with respect to protocols relating to COVID-19.

Further, changes in trading behavior, impacts to trading behavior due to [removed: the temporary suspension of open outcry trading,] market disruptions, additional temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of COVID-19, including a re-occurrence of [removed: cases,] [added: cases and the emergence of variants,] could impact trading volumes and the demand for our products, market data and services, which could have a material adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described [removed: below.][added: herein.]

We hold exclusive licenses to list securities index options on the S&P 500 Index, the Russell 2000 Index, as well as others, granted to us by the owners of such indices, and additionally hold exclusive rights to our proprietary VIX methodology that provides the basis for [removed: the creation of] VIX options and futures.

In [removed: 2020,] [added: 2021,] approximately [removed: 58.0%] [added: 53.2%] of our net transaction and clearing fees (defined below) were generated by futures and index options, the overwhelming majority of which were [removed: generated by our exclusively-licensed products (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).]

[removed: The EU has adopted legislation affecting providers and users of benchmark indices in the EU] MiFIR requires benchmarks used to value a financial instrument in the EU to be made available on a non-discriminatory basis to all EU trading venues and central counterparty [removed: clearing houses] [added: clearinghouses] for the purposes of trading and clearing.

While similar legislation to MiFIR has not been proposed in the U.S., if it were passed, it could cause us to lose our exclusive rights to list and trade [removed: internally developed] [added: proprietary] and licensed index products.

Further, in 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, prohibits use of benchmarks [added: provided by administrators outside the EU] in connection with [removed: a] [added: EU] financial instrument unless the administrator is deemed to be subject to an [added: EU] equivalent regulatory regime and the benchmark is registered in an EU member state.

These regulations and other 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 [removed: activities to establish] [added: into] foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.

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 [removed: covered] [added: limited] by our exclusive license.

[added: Although we and other] index owners have prevailed in legal actions [removed: challenging] [added: 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.

| | ● | the perceived attractiveness of the [removed: U.S.] [added: U.S., European, Canadian, Australian] or [removed: European] [added: Japanese] capital markets; |

We also compete against certain multi-listed options products, [removed: including] [added: such as] SPY, which offer some of the features of our proprietary [removed: products.][added: products, such as SPX.]

To attract market share, we may offer “inverted” pricing specials or no-transaction fee trading from time to [removed: time.][added: time, per various fee schedules across our equities exchanges.]

These forms of [removed: promotions] [added: promotions, along with other supplemental liquidity programs,] may adversely affect our profitability.

In [removed: 2020,] [added: 2021,] approximately [removed: 63.2%] [added: 64.7%] of our revenues less cost of revenues were generated by our transaction and clearing-based business.

If the amount of trading volume on our Exchanges, CFE, [added: BIDS Trading,] and MATCHNow, notional value traded on Cboe FX, Cboe [removed: SEF and] [added: SEF,] Cboe Europe Equities [removed: exchanges] [added: and Derivatives, Cboe Australia, and Cboe Japan] or clearing volumes at EuroCCP decreases, we are likely to see a decrease in fees.

These actions, including the Collins Amendment to Dodd-Frank, MiFID II and MiFIR, may cause market participants to reduce trading activity on our [removed: Exchanges.][added: markets.]

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 [removed: plans,] [added: plans or other market data offerings,] declines in market [removed: share or] [added: share,] trading [removed: volumes (or] [added: volumes, or] notional [removed: volume in the case of Cboe Europe Equities)] [added: volumes,] or regulatory changes [removed: will] [added: may] have a direct negative impact on our business, financial [removed: condition] [added: condition,] and operating results.

For example, if our market share of U.S. listed equities and [removed: options,] [added: options] or Cboe’s European equities [removed: trading,] [added: 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 [removed: numbers] [added: 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.

As discussed above, the implementation of the new Market Data Infrastructure rules could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or to challenge the new [removed: rules and they] [added: rules, which] may have a material impact on our business, financial [removed: condition] [added: condition,] and operating [removed: results] [added: results, including] if, for example, there are lower SIP plan revenues or we must reduce the fees we charge for market data.

See [removed: “Legal Proceedings”] [added: Note 23 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”)] for more information.

We believe Cboe Europe Equities [added: and Derivatives] currently offers market data to customers on a non-discriminatory basis at a reasonable cost.

The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service [removed: providers and] [added: providers,] market [removed: participants,] [added: participants and other third-parties,] is a critical element of our operations.

These systems and networks may be subject to various cybersecurity incidents, improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, cyber-attack, [added: ransomware, supply chain attack, denial of service attack,] malware and other security problems, as well as acts of terrorism, [added: attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the recent escalating tensions along the Russia-Ukraine border,] natural disasters, human error, criminal insider activity, [added: employee error,] power [removed: loss] [added: loss, service provider, market participant or third-party disruptions or security breaches] and other events that are beyond our control.

We currently maintain policies, procedures and controls designed to [added: reasonably] protect the confidentiality, integrity, availability and reliability of our systems, networks and information more broadly, and to guard against cybersecurity incidents and unauthorized access.

These policies, procedures and controls are subject to periodic monitoring, auditing, and evaluation practices, pursuant to our enterprise risk management [removed: program.][added: program, which is supported by a three lines of defense approach, and our other governance practices.]

Collectively, these safeguards and measures [added: or those of our third-party providers, including any cloud technologies,] may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, and increased scrutiny by our regulators, and materially impacting our [added: business,] financial condition and operating results.

Additionally, as threats continue to evolve and increase, and as the [added: domestic and international] regulatory environment related to information security, data collection and use, and privacy 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, which could have an adverse effect on our business, financial condition and operating results.

We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, EuroCCP, our wholly-owned subsidiary, [added: JSCC, ASX Clear Pty Ltd,] and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services.

| | ● | If OCC, NSCC, DTC, CDS, LCH, [removed: EuroCCP] [added: EuroCCP, JSCC, ASX Clear Pty Ltd,] and SIX x-clear were unable to perform clearing services for existing or new products, or their clearing members were unable or unwilling to clear through them, transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In [removed: 2020,] [added: 2021,] approximately [removed: 58.0%] [added: 53.2%] of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. |

| | ● | OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market [removed: information] [added: 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 utilize [removed: Amazon Web Services (“AWS”)] [added: a third-party cloud service provider] to maintain secondary offsite backups of our and our customers’ data and [added: to distribute real-time data, and we] may utilize [removed: AWS] [added: third-party cloud service providers] in the future for additional services. We do not control the operations of [removed: AWS] [added: 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, fraud or security attacks that we cannot predict or prevent. Additionally, any vulnerability of [removed: AWS] [added: third-party cloud service providers] could expose our or our customers’ confidential data, which could result in harm to our business reputation. |

| | ● | factors that impact the quality and integrity of our indices; |

| | ● | litigation risks and other liabilities; and |

| | ● | if the acquisition of ErisX is consummated, operating a digital asset business. |

generated by our exclusively-licensed products (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).

The EU has adopted legislation affecting providers and users of benchmark indices in the EU.

Further, regulatory and legal developments could also impact our ability to adjust pricing to respond to actions by new or existing competitors.

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.

In addition, as discussed above, 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.

Such plan is being challenged, but if such Consolidated Data Plan were to be implemented, it may have a negative impact on the applicable market data revenues that we receive that are generated from such new plan.

As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in late 2023 or early 2024.

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.

Our increased adoption of remote working, initially driven by the COVID-19 pandemic, usage of mobile and cloud-based technologies and amount of newly acquired companies and related integrations 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 have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material.

Despite our cybersecurity measures, it is possible for security vulnerabilities or breaches to remain undetected for an extended period of time.

The roles and responsibilities of departing executive

This competition has become exacerbated by the increase in employee resignations currently taking place throughout the United States as a result of the COVID-19 pandemic, which is commonly referred to as the “great resignation,” as well as the growth of new asset classes such as the digital asset space.

During this great resignation, we have faced increased challenges in retaining and attracting qualified employees.

In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity.

We believe that demand for our products is based in part on market perception of the quality and integrity of these indices.

Differences in the calculations from methodologies described in published materials or incorrect calculations of spot VIX Index values or our other spot volatility indices, including those instances that we announced on July 30, 2021, 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.

The COVID-19 pandemic and its effects have had significant impacts on economies around the world.

The COVID-19 pandemic has had significant impacts on economies around the world.

Philippine Peso, and the Singapore dollar against the U.S. dollar.

Moreover, with extended trading

| | ● | the ability to successfully complete technology migrations; |

| | ● | the failure to successfully expand into new asset classes, such as the digital asset space or U.S. Treasuries, or new geographies; |

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 Japanese equities, we deliver matched trades of our customers to the JSCC, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.

The market for acquisition targets and strategic alliances is

For example, at the end of 2021, we announced the planned acquisitions of ErisX, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and NEO, a Canadian securities exchange with a diverse product and services set ranging from corporate listings to cash equity trading.

These planned acquisitions are expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

For additional risks related to our potential consummation of the ErisX acquisition, see the Risk Factors Section entitled “Risks Relating to Our Business Following Consummation of ErisX Acquisition” below.

The Exchanges may be subject to additional responsibilities in other international jurisdictions where the Exchanges may be authorized to act as foreign exchanges.

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.

We have begun to perform

However, the European Commission has issued equivalency determinations for CCPs regulated by the CFTC and SEC, which includes OCC, and OCC’s application for recognition as a third country CCP in the EU is pending.

The UK has not issued any equivalency determination with respect to U.S. CCPs, and accordingly OCC has not yet submitted its application for recognition in the UK but is instead operating under the UK’s temporary recognition regime.

member default.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

Our business and operations could be materially and adversely affected by the effects of COVID-19, however, the extent to which our results could be affected by COVID-19 largely depends on future developments which are uncertain and cannot be accurately predicted.

bans and closures of offices, factories, schools, public buildings and businesses.

In particular, between March 13, 2020 and June 14, 2020, we temporarily suspended open outcry trading in response to COVID-19.

Although we and the

BZX also offers a “cross-asset add volume tier” that gives a bigger rebate for additional volume on both the BZX equities and options platforms.

Similarly, EDGX offers a “cross-asset tier” that gives a reduced fee for volume on both the EDGX equities and options platforms.

In addition, as discussed above, the SEC issued a final Consolidated Data Plan Order that would require U.S. equities exchanges and FINRA to develop and file a new consolidated data plan.

If the Consolidated Data Plan Order were to be implemented, it may have a negative impact on the market data fees we charge and there could be a negative impact on our revenues.

As previously disclosed, in 2018, we discovered and initiated an investigation of an internal theft of idled and deactivated computer servers and networking devices.

We subsequently resolved the incident by, including, among other actions, terminating the employment of the responsible individual, reporting the matter to regulators and law enforcement, and improving our policies, procedures and controls over the physical security and protection of our computer systems and communications networks to help minimize the risk of reoccurrence.

others or defend against claims of infringement or invalidity.

code, re-engineer 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.

brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution.

We may be required to inject further capital into OCC or return dividends received back to OCC.

OCC is the sole provider of clearing on all of our options and futures exchanges.

In January 2020, upon receipt of SEC approval, OCC established a capital management policy providing that, if OCC’s equity capital falls below certain defined thresholds, OCC can access additional capital through an operational loss fee charged to clearing members.

Although Cboe Options does not have a legal or contractual obligation to contribute capital to OCC under OCC’s capital management policy or otherwise, given OCC’s importance to Cboe’s businesses, if OCC were to experience financial difficulties, Cboe Options might nevertheless effectively (but not legally) be required to inject further capital into it in order for OCC to maintain sufficient working or regulatory capital.

In a worst-case scenario, OCC might have its regulatory license suspended or withdrawn, or might have to wind down.

In addition, while OCC’s new capital management policy is now effective, there remains some degree of uncertainty as to the terms and conditions of the wind-down of OCC’s prior capital plan, under which OCC’s shareholders (including Cboe Options) provided equity capital to OCC and received annual dividends in respect thereof, and which was disapproved by the SEC on February 13, 2019.

Depending on the terms on which the prior OCC capital plan is ultimately required to be unwound, Cboe Options could potentially be required to return dividend payments received from OCC during the time the capital plan was in effect.

States of the EU and the EEA in accordance with the applicable EU legislation and regulation to which our European business is subject.

Starting in 2015, large U.S. banks were required to use a calculation methodology known as the current exposure method (“CEM”) to compute regulatory capital requirements associated with the clearing guarantee provided by bank-affiliated OCC clearing members.

U.S. banks, as well as European banks that also apply CEM, are required to maintain regulatory capital that is disproportionate to the risk of clearing options contracts and has led to further increases in capital requirements for bank holding companies and bank subsidiaries involved in the trading and clearing of derivatives.

In

November 2019, the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency approved replacing CEM with a more risk-sensitive calculation method known as the standardized approach to counterparty credit risk (“SA-CCR”), which is expected to reduce capital requirements associated with the clearing of listed options.

Banks subject to the November 2019 Final Rule are required to adopt SA-CCR by January 1, 2022 but have been able to do so since April 1, 2020.

If the implementation of SA-CCR does not occur earlier than 2022, during that time we may experience a reduction in trading in options and futures due to bank-affiliated clearing members charging their customers more to trade, reducing the type or number of customers or withdrawing from the business of market-maker clearing.

See Note 24 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”) for more information.

In addition, as discussed above, in December 2018, the SEC approved the transaction fee pilot.

The transaction fee pilot or a successor may cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or challenge the transaction fee pilot or a successor and it may have a material impact on our business, financial condition and operating results if, for example, shifts in order flow away from exchanges were to occur.

On June 16, 2020, the Court of Appeals for the D.C. Circuit vacated the transaction fee pilot and remanded it back to the SEC for reconsideration.

We are a party to a number of license agreements pursuant to which we may list for trading securities options on various indices including license agreements that we have with S&P, for the S&P 500, S&P 100 and S&P Select Sectors Indices, DJIA, LSEG and MSCI.

Brexit could have a negative impact on the UK and EU economies and lead to considerable uncertainty while new treaties are negotiated.

In addition to the economic uncertainty the Brexit Vote, Brexit and expiration of the Transition Period bring, there are a number of potential risks that investors should consider:

| | ● | _Political uncertainty_. Following the Brexit Vote, the UK entered into a period of acute political uncertainty both as to the nature and timing of the negotiations with the EU. Such uncertainty led to a high degree of economic and market disruption and legal uncertainty. While some certainty has been established following the EU and UK |

| | | trade deal, which is limited in scope, it is not possible to predict the outcome of future trade negotiations and the impact they will have on the UK in general and markets more broadly. |

| | ● | _Legal uncertainty_. A significant proportion of English law currently derives from or is designed to operate in concert with EU law. This is especially true of English law relating to financial markets, financial services, prudential and conduct regulation of financial institutions, bank recovery and resolution, payment services and systems, settlement finality, and market infrastructure. This body of European law was formally incorporated into English law prior to the end of the Transition period. However, as the long-term relationship between the UK and EU with respect to financial services is negotiated, significant changes to English law may be required, and we cannot predict what these changes will be and how they may affect our business. |

| | ● | _Regulatory uncertainty_. Because the EU and UK trade deal does not cover the entire financial sector, there is continued significant uncertainty about how the remaining EU countries (“EU27”) financial institutions with assets (including branches) in the UK and UK financial institutions with assets in the EU27 will be regulated in the future. Prior to Brexit, EU single market regulation allowed regulated financial institutions (including credit institutions, investment firms, alternative investment fund managers, insurance and reinsurance undertakings) to benefit from a passporting system for regulatory authorizations required to conduct their businesses, as well as facilitating mutual rights of access to important elements of market infrastructure such as payment and settlement systems. EU law is also the framework for mutual recognition of bank recovery and resolution regimes. |

Once the UK ceased to be a member state of the EU, new restrictions on share trading came into force when trading began on January 4, 2021, preventing EU firms from accessing UK venues in EEA-listed securities.

[removed: _Management’s Discussion and Analysis of Financial Condition and Results of Operations (__“__MD&A__”__)] [added: 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.

_A detailed comparison of the Company’s [removed: 2019] [added: 2020] operating results to its [removed: 2018] [added: 2019] operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s [removed: 2019] [added: 2020] Annual Report on Form 10-K filed February [removed: 21, 2020] [added: 19, 2021] at_ _www.sec.gov__._

| | ● | Results of Operations – Includes an analysis of the Company’s [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] financial results and a discussion of any known events or trends which are likely to impact future results. |

| | ● | Critical Accounting [removed: Policies] [added: Estimates] – Provides an explanation of accounting [removed: policies] [added: estimates] which may have a significant impact on the Company’s financial results and the [removed: estimates, assumptions] [added: judgments, assumptions,] and [removed: risks associates] [added: uncertainties associated] with those [removed: policies.] [added: estimates.] |

Cboe Global Markets, Inc. (“Cboe” or “the [removed: Company”) is one] [added: Company”), a leading provider] of [removed: the world’s largest exchange holding companies, offering] [added: market infrastructure and tradable products, delivers] cutting-edge [removed: trading] [added: trading, clearing] and investment solutions to [removed: investors] [added: market participants] around the world.

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates one of the largest stock exchanges by value traded in Europe, and owns EuroCCP, a leading pan-European equities [removed: clearinghouse, MATCHNow, a leading equities ATS in Canada,] and [removed: as of December 31, 2020,] [added: derivatives clearinghouse,] BIDS Trading, [removed: the] [added: a] leading block-trading ATS by volume in the [removed: U.S. Cboe also is] [added: U.S., MATCHNow,] a leading [removed: market globally for ETP listings] [added: equities ATS in Canada,] and [removed: trading.][added: Cboe Australia, an operator of trading venues in Australia, and Cboe Japan, an operator of trading venues in Japan.]

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

BIDS Holdings owns BIDS Trading, a registered broker-dealer and the operator of the BIDS [removed: ATS.][added: ATS, the largest block-trading ATS by volume in the U.S. The BIDS ATS is not a registered national securities exchange or a facility thereof.]

BIDS Trading’s proven [removed: block trading] [added: block-trading] capability provides the Company a foothold in the off-exchange segment of the U.S. equities market.

Additionally, BIDS Trading’s differentiated network of global buy-side investment managers and sell-side constituents provides the foundation for Cboe to potentially build more off-exchange products and services in non-U.S. equities or options products and in [removed: other] geographies beyond the U.S.

The Company reports five business segments: Options, North American Equities, [added: Europe and Asia Pacific,] Futures, [removed: European Equities,] and Global FX.

The Company has aggregated all of its corporate costs and eliminations, as well as other business ventures, within Corporate Items and Eliminations; [removed: however, operating expenses that relate to activities of a specific segment have been allocated to that segment.]

Options. The Options segment includes [removed: listed] options on market indices (“index options”), as well as on the stocks of individual corporations (“equity [removed: options”)] [added: options”),] and options 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 [added: are eligible to] trade on Cboe Options, [removed: C2 Options, BZX Options,] [added: C2, BZX, EDGX,] and [removed: EDGX Options, all] [added: other] U.S. national security exchanges.

[added: 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.

North American [removed: Equities (formerly U.S. Equities).] [added: Equities.] The North American Equities segment includes listed U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by [removed: BZX Equities, BYX Equities, EDGX Equities,] [added: BZX, BYX, EDGX,] and [removed: EDGA Equities] [added: EDGA, equities transactions that occur on the BIDS Trading platform,] and Canadian equities and other transaction services that occur on or through the MATCHNow ATS.

The North American Equities segment also includes ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, [added: and] access and capacity [removed: services and advertising activity from ETF.com.][added: services.]

Futures. The Futures segment includes transaction services provided by the Company’s fully electronic futures exchange, CFE, which includes offerings for trading [added: of] VIX futures and other futures products, the licensing of proprietary market data, as well as access and capacity services.

[removed: European Equities.] [added: Europe and Asia Pacific.] The [removed: European Equities] [added: Europe and Asia Pacific] segment includes the pan-European listed equities [added: and derivatives] transaction services, ETPs, [removed: exchange traded] [added: exchange-traded] commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe [removed: Equities.][added: Equities (Cboe Europe and Cboe NL) and Cboe Europe Derivatives (“CEDX”).]

It also includes the ETP listings business on RMs and clearing activities of [removed: EuroCCP.][added: EuroCCP, as well as the equities transaction services of Cboe Australia and Cboe Japan, each operators of trading venues in Australia and Japan.]

Cboe Europe [removed: Equities] operates lit and dark books, a periodic auctions book, and a Large-in-Scale (“LIS”) trading negotiation [removed: facility.][added: facility for UK symbols.]

Cboe NL, launched in October [removed: 2019,] [added: 2019 and based in Amsterdam,] operates similar business functionality to that offered by Cboe Europe, and provides for trading only in European Economic Area [added: (“EEA”)] symbols.

[removed: Cboe Europe Equities] [added: This segment] also includes [added: 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.

| | ● | trading volumes in listed equity [removed: securities] [added: securities, options, futures,] and ETPs in [removed: both] North [removed: America and] [added: America,] Europe, [added: and Asia Pacific,] clearing volumes in listed equity securities and ETPs in Europe, volumes in listed equity options, 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 [removed: (SIPs),] [added: (“SIPs”),] which determines the pool size of the industry market data revenue we receive based on our market share; |

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

| | ● | continuing pressure in transaction fee pricing due to intense competition in the [removed: United States] [added: North American, European,] and [removed: Europe;] [added: Asia Pacific markets;] |

| | ● | regulatory changes [added: and obligations] relating to market structure and increased capital requirements, and those which affect certain types of instruments, transactions, [added: products,] pricing structures, capital market participants or reporting or compliance [removed: requirements, including any changes resulting from Brexit.] [added: requirements.] |

A number of significant structural, political and monetary issues and the COVID-19 pandemic continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of [added: inflation,] market volatility, [added: supply chain constraints,] changes in trading volumes and greater uncertainty.

We [removed: are] [added: continue to] closely [removed: monitoring] [added: monitor] developments around COVID-19 and [removed: following] [added: follow] guidance provided by governmental and public health agencies.

Clearing fees are recognized in the [removed: European Equities] [added: Europe and Asia Pacific] segment.

Fees from the U.S. tape plans are collected monthly based on published fee schedules and distributed quarterly to the [removed: U.S.] Exchanges based on a known formula using trading and/or quoting activity.

[removed: U.S. tape plan market data is] recognized in the North American Equities and Options segments.

Consistent with industry practice, the fees charged to customers are based on the fee set by the SEC per notional value of U.S. Equities exchange transactions and per round turn of Options transactions executed on the Company’s U.S. [added: securities markets.]

Other revenue primarily [removed: includes among other items,] [added: consists of] revenue from various licensing agreements, interest income from clearing operations, all fees related to the trade reporting facility operated in the [removed: European Equities] [added: Europe and Asia Pacific] segment, and [removed: revenue associated with advertisements through the Company’s websites.][added: listing fees.]

As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of C2, BZX, EDGX, and Cboe [removed: Europe Limited,] [added: Europe,] as cost of revenue.

BYX and EDGA offer a pricing model where we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of [removed: revenue.][added: revenues.]

Various rules require that U.S. options and equities trade executions occur at the [removed: National Best Bid/Offer (“NBBO”)] [added: NBBO] displayed by any exchange.

Also included within routing and clearing are [added: the Order Management System and Execution Management System (“OMS” and “EMS”, respectively) fees incurred for U.S. Equities Off-Exchange order execution, as well as] settlement costs incurred for the settlement process executed by EuroCCP.

CFE, Cboe [removed: Europe Limited] [added: Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia] and Cboe [removed: FX] [added: Japan] are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees.

_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 Company is committed to operating a trusted, inclusive global marketplace, providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe, and Asia Pacific.

Cboe also is a leading market globally for exchange-traded products (“ETPs”) listings and trading.

The acquisition follows Cboe and BIDS Trading’s successful partnership in Europe, which began in 2016 with the creation of Cboe LIS for European equities block-trading.

Since its launch, Cboe LIS has grown to become one of the largest block-trading platforms in Europe.

Acquisition of Chi-X Asia Pacific

On July 1, 2021, the Company completed the acquisition of Chi-X Asia Pacific Holdings, Ltd., a holding company of alternative market operators and providers of innovative market solutions.

This acquisition provides the Company with a single point of entry into two key capital markets, Australia and Japan, helps enable it to expand its global equities and market data business into the Asia Pacific region, bring other products and services to the region, and further expand access to its unique proprietary product suite in the region.

The transaction closed on July 1, 2021 based upon the time zone of both the acquiree, Chi-X Asia Pacific, and the acquiror, Cboe Worldwide Holdings Limited, a subsidiary of the Company.

Investment in Trading Technologies

On October 31, 2021, the Company, through a wholly-owned subsidiary, became a limited partner of 7Ridge Investments 3 LP (“7Ridge Fund”) in connection with 7Ridge Fund’s planned acquisition of Trading Technologies International, Inc. (“Trading Technologies”).

On December 13, 2021, the Company’s subsidiary provided its financial commitment to 7Ridge Fund, and on December 21, 2021, 7Ridge Fund completed the acquisition of Trading Technologies.

Trading Technologies is a global provider of next-generation professional trading software, connectivity and data solutions.

The Company is strategically aligned with Trading Technologies’ vision of delivering a leading trading, connectivity and data network to the global trading community.

Planned acquisition of ErisX

On October 20, 2021, the Company announced it entered into a definitive agreement to acquire Eris Digital Holdings, LLC (“ErisX”).

ErisX operates a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearinghouse.

Ownership of ErisX presents a unique opportunity for the Company to enter the digital asset spot and derivatives marketplaces through a digital-first platform developed with industry partners to focus on robust regulatory compliance, data and transparency.

The transaction is expected to close in the first half of 2022; subject to regulatory review and other customary closing conditions.

Planned acquisition of NEO

On November 15, 2021, the Company announced it entered into a definitive agreement to acquire Aequitas Innovations, Inc. (“NEO”).

NEO is a fintech organization that is comprised of a fully registered Tier-1 Canadian securities exchange with a diverse product and services set ranging from corporate listings to cash equity trading.

Ownership of NEO will help allow the Company to provide a more fulsome Canadian equities offering, operating the NEO Exchange, a national securities exchange with trading, listings, and other services, in addition to MATCHNow, the ATS acquired by the Company in 2020.

The transaction is expected to close in the first half of 2022; subject to regulatory review and other customary closing conditions.

however, operating expenses that relate to activities of a specific segment have been allocated to that segment.

This segment was previously referred to as the European Equities segment but was updated to the Europe segment in the first quarter of 2021 as a result of the launch of Cboe Europe Derivatives, a pan-European derivatives platform in September 2021.

The segment was subsequently updated to Europe and Asia Pacific to reflect the acquisition of Chi-X Asia Pacific in July 2021.

The new Cboe Europe Derivatives venue offers futures and options based on Cboe Europe equity indices.

Inflationary increases in our expenses, such as compensation inflation, may have an adverse effect on our financial results.

U.S. tape plan market data is

Other Cost of Revenues

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

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.

We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance.

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.

| Total revenues | ​ | $ | 3,494.8 | ​ | $ | 3,427.1 | ​ | $ | 67.7 | ​ | 2 | % |

| Operating income | | ​ | 805.9 | | ​ | 662.2 | | ​ | 143.7 | | 22 | % |

| Net income | ​ | $ | 529.0 | ​ | $ | 468.2 | ​ | $ | 60.8 | | 13 | % |

The Company is committed to defining markets to benefit its participants and drive the global marketplace forward through product innovation, leading edge technology and seamless trading solutions.

Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S., Canadian and European equities, exchange-traded products (“ETPs”), global foreign exchange (“FX”) and volatility products based on the VIX Index, recognized as the world’s premier gauge of U.S. equity market volatility.

Acquisitions of Hanweck, FT Options and Trade Alert

On February 3, 2020, the Company purchased Hanweck Associates, LLC (“Hanweck”) and the assets of FT Providers, LLC (“FT Options”).

Hanweck is a real-time risk analytics company based in New York.

FT Options is a portfolio management platform provider based in Chicago.

Both companies are providers of risk analytics market data and included in the Company’s Options segment.

Additionally, on June 1, 2020, the Company purchased the assets of Trade Alert, LLC (“Trade Alert”), a real-time alerts and order flow analysis service provider included in the Company’s Options segment.

Hanweck, FT Options, and TradeAlert are being integrated with Cboe Information Solutions’ comprehensive suite of data solutions, analytics and indices that help market participants understand and access financial markets.

See Note 5 (“Acquisitions”) for more information.

Chicago Trading Floor

On March 13, 2020, the Cboe Options trading floor was temporarily closed and transitioned to all-electronic trading mode as a precautionary measure to reduce the risk of COVID-19.

The Cboe Options trading floor reopened on June 15, 2020 and is accommodating open-outcry trading activity with a modified floor layout, with stringent health and safety protocols in place for the well-being of the trading floor community, which includes Cboe associates and trading permit holders.

Acquisition of EuroCCP

On July 1, 2020, the Company completed the acquisition of the remaining 80% interest in EuroCCP which is included in the Company’s European Equities segment.

EuroCCP is a European equities central counterparty that provides post-trade services to stock exchanges, MTFs and for over-the-counter trades.

EuroCCP clears equities from eighteen European markets and from the United States, as well as Depositary Receipts, ETFs, and exchanged traded currencies.

In connection with the acquisition, EuroCCP put in place a committed revolving credit facility of up to €1.5 billion, see Note 13 (“Debt”) for more information.

Acquisition of MATCHNow

On August 4, 2020, the Company completed the acquisition of MATCHNow, one of the largest equities ATSs in Canada, which is included in the Company’s North American Equities segment.

MATCHNow is a Canadian marketplace that offers execution for institutional, proprietary, and retail orders by combining frequent call matches and continuous execution opportunities in a fully confidential trading book.

The BIDS ATS is not a registered national securities exchange or a facility thereof.

Cboe Options is the

There was a temporary suspension of open outcry trading between March 13, 2020 and June 14, 2020 in response to the COVID-19 pandemic.

This segment was previously referred to as the U.S. Equities segment, but has been updated as a result of the acquisition of MATCHNow, which provides Canadian equities and other transaction services.

In addition, in connection with the closing of the acquisition of BIDS Trading, starting January 1, 2021, this segment also includes equities transactions that occur on the BIDS Trading platforms.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

As of the date of this report, it is too early to determine the full impact this virus may have on the global financial markets and the overall economy.

securities markets.

Stock-based compensation is

| | | | | | | | | | | | | |

| ​ | ​ | (in millions, except percentages, earnings per share, and as noted below) | | | | | | | | | | |

| Total revenues | ​ | $ | 3,427.1 | ​ | $ | 2,496.1 | ​ | $ | 931.0 | ​ | 37.3 | % |

| Operating income | | ​ | 662.2 | | ​ | 537.2 | | ​ | 125.0 | | 23.3 | % |

| Net income | ​ | $ | 468.2 | ​ | $ | 370.8 | ​ | $ | 97.4 | | 26.3 | % |

| Organic net revenue(1) | ​ | $ | 1,212.9 | ​ | $ | 1,136.9 | ​ | $ | 76.0 | ​ | 6.7 | % |

| EBITDA(2) | ​ | $ | 855.3 | ​ | $ | 715.8 | ​ | $ | 139.5 | | 19.5 | % |

| Adjusted EBITDA(2) | ​ | $ | 874.6 | ​ | $ | 784.1 | ​ | $ | 90.5 | | 11.5 | % |

| ​ | ​ | (in millions) | | | | | | | | | | | | | | | | | | | |

| ​ | ​ | 2019 | | | | | | | | | | | | | | | | | | | |

As a result of our operating activities, we are exposed to market risks such as foreign currency exchange rate risk, equity risk, credit risk, [removed: and] interest rate [added: risk, and liquidity] risk.

Our operations in Europe, Canada and Asia are subject to increased currency translation risk as revenues and expenses are denominated in foreign currencies, primarily the British pound, Canadian dollar, Singapore dollar, Hong Kong dollar, [added: Euro, Australian dollar,] and [removed: the Euro.][added: Japanese Yen.]

We also have de minimis exposure to other foreign currencies, including the Swiss Franc, Norwegian Kroner, Swedish [removed: Krona and] [added: Krona,] Danish [removed: Kroner.][added: Kroner, and Philippine Peso.]

For the year ended December 31, [removed: 2020,] [added: 2021,] our exposure to foreign-denominated revenues and expenses is presented by primary foreign currency in the following [removed: table:][added: table (in millions, except percentages):]

| ​ | [removed: ​ |] Year Ended | | | | | | | | | | [added: |]

| (1) | An average foreign exchange rate to the U.S. dollar for the period was used. See Item 7 (“Management’s Discussion and [removed: Analysis”)] [added: Analysis of Financial Condition and Results of Operations”)] for the table summarizing the changes in certain operational and financial metrics for more information. |

Our investment in [removed: European] [added: European, Canadian,] and [removed: Canadian] [added: Asia Pacific] operations is exposed to volatility in currency exchange rates through translation of our net assets or equity to U.S. dollars.

The assets and liabilities of our European [removed: business] [added: businesses] are denominated in British pounds or Euros.

The assets and liabilities of our Canadian [removed: business] [added: businesses] are denominated in Canadian dollars.

The translation of these non-U.S. dollar statements of financial condition into U.S. dollars for consolidated reporting results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive [removed: income (loss)] [added: income, net] within stockholders' equity on our consolidated balance sheet.

Our primary exposure to this equity risk as of December 31, [removed: 2020] [added: 2021] is presented by foreign currency in the following [removed: table:][added: table (in millions):]

| Net equity investment in Cboe [removed: Europe Limited,] [added: Europe,] EuroCCP, and MATCHNow | | $ | [removed: 694.8] [added: 657.0] | ​ | $ | [removed: 84.7] [added: 101.5] | ​ | $ | [removed: 143.4] [added: 151.9] |

| Impact on consolidated equity of a 10% adverse currency fluctuation | | ​ | [removed: 69.5] [added: 65.7] | ​ | ​ | [removed: 8.5] [added: 10.1] | ​ | ​ | [removed: 14.3] [added: 15.2] |

| (1) | Converted to U.S. dollars using the foreign exchange rate of British pounds per U.S. dollar, Euros per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of December 31, [removed: 2020.] [added: 2021.] |

With respect to listed equities, we deliver matched trades of our customers to the [removed: National Security Clearing Corporation (“NSCC”)] [added: NSCC] without taking on counterparty risk for those trades.

The BIDS Trading ATS platform delivers matched trades to [removed: BofA Securities, Inc.,] [added: BOA,] which delivers the matched trades to the NSCC.

[added: To help mitigate this risk, EuroCCP monitors its liquidity requirements] closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets.

[removed: If] counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises.

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our cash and cash equivalents and financial investments were [removed: $337.8] [added: $379.0] million and [removed: $300.3] [added: $337.8] million, respectively, of which [removed: $128.0] [added: $185.9] million and [removed: $85.1] [added: $128.0] million is held outside of the United States in various foreign subsidiaries in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $1,203.9] [added: $1,299.3] million in outstanding debt, of which [removed: $1,135.2] [added: $1,139.9] million relates to our Senior Notes, which bear interest at fixed interest rates.

The remaining amounts outstanding of [removed: $68.7] [added: $159.5] million relates to the Term Loan Agreement, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk.

A hypothetical 100 basis point increase in interest rates relating to the amounts outstanding under the Term Loan Agreement as of December 31, [removed: 2020] [added: 2021] would decrease annual pre-tax earnings by [removed: $0.7] [added: $1.6] million, assuming no change in the composition of our outstanding indebtedness.

As of December 31, [removed: 2020,] [added: 2021,] there were no outstanding borrowings under our Revolving Credit agreement and no outstanding borrowings under the EuroCCP Credit Facility.

See Note [removed: 13] [added: 12] (“Debt”) to the consolidated financial statements for a discussion of debt agreements.

See Note [removed: 13] [added: 12] (“Debt”) to the consolidated financial statements [removed: and “Liquidity and Capital Resources” within Item 7 (“Management’s Discussion and Analysis”)] for a discussion of debt agreements.

| ​ | December 31, 2021 | | | | | | | | | | ​ |

| ​ | British | | ​ | ​ | ​ | | ​ | ​ | Australian | | ​ |

| ​ | Pounds (1) | | ​ | ​ | Euros (1) | | ​ | ​ | Dollars (1) | | ​ |

| Revenues | ​ | 1.9 | % | ​ | ​ | 2.8 | % | ​ | ​ | 0.3 | % |

| Cost of revenues | ​ | 0.2 | % | ​ | ​ | 2.1 | % | ​ | ​ | 0.0 | % |

| Operating expenses | ​ | 3.5 | % | ​ | ​ | 5.7 | % | ​ | ​ | 1.4 | % |

| Revenues | $ | 6.6 | ​ | ​ | $ | 9.5 | ​ | ​ | $ | 1.1 | ​ |

| Cost of revenues | ​ | 0.4 | ​ | ​ | ​ | 4.0 | ​ | ​ | ​ | 0.0 | ​ |

| Operating expenses | ​ | 2.3 | ​ | ​ | ​ | 3.8 | ​ | ​ | ​ | 0.9 | ​ |

The assets and liabilities of our Asia Pacific businesses are denominated in Hong Kong dollars, Australian dollars, Japanese Yen, or Philippine Pesos.

| ​ | | Pounds (1) | | ​ | Euros (1) | | ​ | Dollars (1) | |

BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee.

Thus, BIDS Trading is potentially exposed to credit risk to the counterparty between the trade date and one day after the trade date in the event BOA fails.

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 Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.

The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC.

The BIDS Trading ATS platform is potentially exposed to counterparty credit risk on equities trades between the trade date and one day after the trade date in the event that BOA fails.

If

| ​ | ​ | December 31, 2020 | | | | | | | | | |

| ​ | ​ | British | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Canadian | |

| ​ | | Pound (1) | | ​ | ​ | Euro (1) | ​ | ​ | | Dollar (1) | |

| | | | | | | | | | | | |

| ​ | | (in millions, except | | | | | | | | | ​ |

| ​ | | percentages) | | | | | | | | | ​ |

| Revenues | ​ | 1.8 | % | ​ | ​ | 0.9 | % | ​ | ​ | 0.1 | % |

| Cost of revenues | ​ | 0.6 | % | ​ | ​ | 0.3 | % | ​ | ​ | — | % |

| Operating expenses | ​ | 4.9 | % | ​ | ​ | 2.9 | % | ​ | ​ | 0.4 | % |

| Revenues | $ | 5.4 | ​ | ​ | $ | 4.0 | ​ | ​ | $ | 0.3 | ​ |

| Cost of revenues | ​ | 1.3 | ​ | ​ | ​ | 0.9 | ​ | ​ | ​ | — | ​ |

| Operating expenses | ​ | 2.8 | ​ | ​ | ​ | 2.2 | ​ | ​ | ​ | 0.2 | ​ |

| ​ | | Pound (1) | | ​ | Euro (1) | | ​ | Dollars (1) | |

| ​ | | (in millions) | | ​ | (in millions) | | ​ | (in millions) | |

​

To help mitigate this risk, EuroCCP monitors its liquidity requirements

_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, [removed: 2020.][added: 2021.]

Cboe Global Markets, [removed: Inc. provides] [added: Inc., a leading provider of market infrastructure and tradable products, delivers] cutting-edge [removed: trading] [added: trading, clearing] and investment solutions to [removed: investors] [added: market participants] around the world.

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates one of the largest stock exchanges by value traded in Europe, and owns EuroCCP, a leading pan-European equities [added: and derivatives] clearinghouse, BIDS Trading, a leading block-trading ATS by volume in the U.S., [removed: and] MATCHNow, a leading equities ATS in [removed: Canada.][added: Canada, Cboe Australia, an operator of trading venues in Australia, and Cboe Japan, an operator of trading venues in Japan.]

Cboe also is a leading market globally for [removed: ETP] [added: exchange-traded products (“ETPs”)] listings and trading.

[removed: ][added: ]

| | ● | Options. The Options segment includes [removed: listed] options on market indices (“index options”), as well as on the stocks of individual corporations (“equity [removed: options”)] [added: options”),] and options 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 [added: are eligible to] trade on Cboe Options, [removed: C2 Options, BZX Options,] [added: C2, BZX, EDGX,] and [removed: EDGX Options, all] [added: 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. [removed: There was a temporary suspension of open outcry trading between March 13, 2020 and June 14, 2020 in response to the novel coronavirus (“COVID-19”) pandemic.] 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 revenue generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services. |

| | ● | North American [removed: Equities (formerly U.S. Equities).] [added: Equities.] The North American Equities segment includes listed U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by [removed: BZX Equities, BYX Equities, EDGX Equities,] [added: BZX, BYX, EDGX,] and [removed: EDGA Equities] [added: EDGA, equities transactions that occur on the BIDS Trading platform,] and Canadian equities and other transaction services that occur on or through the MATCHNow ATS. [removed: This segment was previously referred to as the U.S. Equities segment, but has been updated as a result of the acquisition of MATCHNow, which provides Canadian equities and other transaction services. In addition, in connection with the closing of the acquisition of BIDS Trading, starting January 1, 2021, this segment also includes equities transactions that occur on the BIDS Trading platforms.] The North American Equities segment also includes ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, [added: and] access and capacity [removed: services and advertising activity from ETF.com.] [added: services.] |

| | ● | [removed: European Equities.] [added: Europe and Asia Pacific.] The [removed: European Equities] [added: Europe and Asia Pacific] segment includes the pan-European listed equities [added: and derivatives] transaction services, ETPs, [removed: exchange traded] [added: exchange-traded] commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe [removed: Equities.] [added: Equities (Cboe Europe and Cboe NL) and Cboe Europe Derivatives (“CEDX”).] It also includes the ETP listings business on RMs and clearing activities of [removed: EuroCCP.] [added: EuroCCP, as well as the equities transaction services of] Cboe [removed: Europe] [added: Australia and Cboe Japan, each operators of trading venues in Australia and Japan. This segment was previously referred to as the European] Equities [added: segment but was updated to the Europe segment in the first quarter of 2021 as a result of the launch of Cboe Europe Derivatives, a pan-European derivatives platform, in September 2021. The segment was subsequently updated to Europe and Asia Pacific to reflect the acquisition of Chi-X Asia Pacific in July 2021. Cboe Europe] operates lit and dark [removed: pools,] [added: books,] a periodic auctions book, and a Large-in-Scale (“LIS”) trading negotiation [removed: facility.] [added: facility for UK symbols.] Cboe NL, launched in October [removed: 2019,] [added: 2019 and based in Amsterdam,] operates similar business functionality to that offered by Cboe Europe, and provides for trading only in European Economic Area (“EEA”) symbols. [added: The new] Cboe Europe [removed: Equities] [added: Derivatives venue offers futures and options based on Cboe Europe equity indices. This segment] also includes [added: 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. |

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note [removed: 17] [added: 16] (“Segment Reporting”) in the notes to our Consolidated Financial Statements for discussion of [removed: revenues,] [added: revenues] and [added: certain operational and financial metrics, and] operating income (or loss) by business segment.

[removed: In addition to our exchanges providing a marketplace and listing venue for the trading of securities and derivatives we] [added: We] also calculate [added: and disseminate] proprietary indices that are [added: licensed for use by third parties or are] used as the basis for [added: other] proprietary [removed: products, such as our SPX options and VIX options and futures, or licensed for use by third parties.][added: products.]

| | ● | volatility [removed: index products] [added: indices] based on [removed: various] broad-based market indices, such as the S&P [removed: 500, the S&P 100,] [added: 500] and the Russell 2000, |

| | ● | options strategy [removed: benchmarks,] [added: benchmark indices,] such as the Cboe BuyWrite, PutWrite and Collar indices based on the S&P 500 and Russell 2000, BuyWrite and PutWrite indices [added: based] on MSCI [removed: EAFE,] [added: EAFE and] MSCI Emerging [removed: Markets] [added: Markets,] and BuyWrite indices based on other broad-based market indices. |

Our most frequently traded proprietary products [removed: are] [added: include] SPX options and VIX options and futures.

These proprietary [removed: indices and] products are built both through our in-house research and development staff [added: of the Data] and [added: Access Solutions business and] our strategic relationships and license agreements with index [removed: providers.][added: providers, which are both described below in further detail.]

| | ● | S&P. 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 Dow Jones Indices, LLC (“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 [removed: VIX Index,] [added: Cboe Volatility Index (“VIX Index”),] and for the creation of tradable products on those volatility 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 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 2030. We offer options on the Russell 2000, Russell 1000, Russell 1000 Value and Russell 1000 Growth [removed: Indices.] [added: Indices and mini-options on the Russell 2000 Index.] |

| | ● | MSCI. We have [removed: the] [added: an] exclusive [removed: right in the United States] [added: license from MSCI Inc. (“MSCI”) until April 1, 2031] to offer [removed: listed] [added: U.S.-listed] options on [removed: six] [added: ten] of MSCI’s indices [removed: and to calculate and commercialize volatility and strategy indices on the market data from the trading of options on] [added: including] the MSCI EAFA and MSCI Emerging Markets [removed: indices, as a result of licensing arrangements with MSCI Inc. (“MSCI”).] [added: indices.] We [removed: currently offer options on the MSCI EAFE and MSCI Emerging Markets Indices, and] use [added: market data from the] trading [removed: information] [added: of these options] to calculate several versions of BuyWrite and PutWrite strategy [removed: indices on each MSCI index.] [added: indices.] |

| | ● | Dow Jones. We have the exclusive right during standard U.S. trading hours to offer listed options contracts [removed: in the United States] on the Dow Jones Industrial Average (“DJIA”) and [removed: certain] [added: Dow 10 Index, and non-exclusive rights to offer listed options on several] other Dow Jones indices [removed: through December 31, 2033 as a result of a] [added: including the Dow Jones Utilities Average and Dow Jones Transportation Average. This] licensing arrangement with DJI Opco, [removed: LLC.] [added: LLC 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 to trade options and other products on these indices. |

We also offer SPX Weeklys options, which have settlements on Mondays, Wednesdays, Fridays and on the last trading day of each [removed: month.][added: month and nearly 24x5 trading in SPX options.]

The VIX [removed: Index,] [added: 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.

We also offer VIX Weeklys options and [added: futures, mini VIX futures, and nearly 24x5 trading in VIX options and] futures to provide investors with [removed: opportunities and] [added: additional] tools to trade [removed: volatility over a shorter term.][added: volatility.]

Cboe serves as a listing destination for ETPs in the [removed: U.S.] [added: U.S., the UK, Europe] and [removed: Europe,] [added: Australia,] and its markets are structured and designed for ETP issuers and their investors.

In [removed: 2020,] [added: 2021,] Cboe added [removed: 114] [added: 121] ETP listings in the U.S. and won [removed: 36 percent] [added: 25%] of all new U.S. ETP listings.

There are now [removed: 511] [added: 643] ETPs globally listed on Cboe from [removed: 63] [added: 84] different issuers.

[removed: Market Data] [added: Data] and [removed: Information] [added: Access] Solutions

We [added: 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.

[removed: We also provide a robust] [added: The Data and Access Solutions 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.

Our [added: Market] Models

For our [added: U.S. derivatives] options markets, Cboe Options is a hybrid market combining open outcry floor trading with electronic trading.

[removed: For our U.S. equities exchanges, which are fully electronic,] BZX equities utilizes a price-time market model, combined with the maker-taker pricing model.

In addition to these market models, each of the U.S. equity exchanges [removed: provide] [added: provides] numerous specific order types that are designed to enhance their respective market models.

For our [added: cash and spot markets, MATCHNow, the] Canadian equities ATS, which is fully electronic, [removed: MATCHNow] utilizes a model that combines frequent call matches and continuous execution opportunities in a confidential trading book.

The system uses real-time quotes for protected transparent Canadian [removed: markets.][added: markets, and orders may be firm or conditional.]

[removed: Orders] [added: Firm orders] matched within MATCHNow are executed at three levels of price improvement: (1) the mid-point between the Canadian best bid and offer (the “CBBO”); (2) one price increment better than the CBBO or; (3) at the bid or offer for orders that meet a specified large threshold.

For our [added: cash and spot markets, BIDS Trading, the] U.S. equities ATS market, which is fully electronic, [removed: BIDS Trading] utilizes a sponsored access model to provide anonymous executions in NMS stocks.

All orders matched within BIDS Trading are executed at or better than the [removed: NBBO.]

For our [added: U.S. derivatives] futures market, which is fully electronic, CFE utilizes a price-time market model, combined with a pricing model where all market participants generally pay fees, subject to specified exceptions.

[removed: Our] [added: For our FX spot markets, the] Cboe FX platform utilizes a price-firmness-time priority market model, combined with a pricing model where users are charged either a flat or tiered commission rate based upon the notional amount traded on the platform.

[removed: Our] [added: For our FX NDF markets,] Cboe SEF [removed: platform charges] [added: and Cboe Swiss platforms utilize] a [added: price-firmness-time priority market model and charge a] flat commission based upon the notional amount traded on the platform and the capacity in which a participant is trading.

In Europe, following the implementation of the Directive on Markets in Financial Instruments (Directive 2014/65/EU) (“MiFID II”), [added: for the derivatives and cash and spot markets,] rebates are generally available if they are tied to a market making scheme or specific service.

The Company is committed to operating a trusted, inclusive global marketplace, and to providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe, and Asia Pacific.

![A picture containing text, receipt

Description automatically generated](https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231x10k004.jpg)

Cboe is a leading provider of market infrastructure and tradable products across cash and spot markets, derivative markets and data and access solutions.

Cboe delivers cutting-edge trading, clearing and investment solutions across the globe through a comprehensive ecosystem that helps drive innovation and growth.

| | ● | Information is as of December 31, 2021. |

Our strategy is to build one of the world’s largest global derivatives and securities networks to create value and drive growth by:

| | ● | Innovating to capture growing demand for trading products and data services, globally. We plan to increase access to data products and trading solutions, provide unrivaled transaction capabilities, have a global presence in high value markets, and develop indices and products to meet growing environmental, social, and governance (“ESG”) needs. In 2021, we delivered on this initiative by launching nearly 24x5 trading for VIX and SPX options, distributing real-time data via Cboe Global Cloud, launching mini-options on the Russell 2000 Index, and preparing to launch in 2022, subject to regulatory approval, Nanos by Cboe, smaller and simpler options designed for retail traders. |

| | ● | Integrating across ecosystems to increase efficiency and better serve customers. We aim to seamlessly integrate across ecosystems to increase operating efficiency and better serve our customers. We leverage industry-leading technology, apply a non-siloed approach for organic and inorganic initiatives and generate strong free cash flow as we improve operating efficiency. In 2021, we delivered on this initiative by integrating EuroCCP and its technology to launch pan-European derivatives in 2021, integrating our acquisition of BIDS Trading and beginning the integration of Chi-X Asia Pacific. |

| | ● | Growing by accessing untapped addressable markets. We are expanding and diversifying our revenue opportunity set through both organic investment and merger and acquisition activity. In 2021, we delivered on this initiative by launching Pan-European Derivatives and expanding into new key markets in the Asia-Pacific region. In addition, in 2022, we are planning to further expand into Canada by acquiring the NEO exchange, subject to regulatory approvals and other customary closing conditions, and into the digital asset space by acquiring ErisX, an operator of a U.S.-based digital asset spot market, subject to regulatory approvals and other customary closing conditions. |

In addition to providing cash and spot markets, derivative markets, and data and access solutions, we also offer for trading proprietary products and are a leader in the volatility space with our proprietary products.

Proprietary Indices

These proprietary indices are built both through our in-house research and development staff of the Data and Access Solutions business and 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 ETFs, and |

| | ● | IHS Markit. Under our licensing agreement with IHS Markit Ltd., we have the worldwide exclusive license through August 2023 to offer options and futures on indices benchmarked to a diverse array of U.S. corporate bonds. We currently offer futures on high yield and investment grade corporate bond indices. |

The Data and Access Solutions business consists of five 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. 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 and permits for the opportunity to trade. |

| | ● | Cboe Global Indices. Services include index creation, calculation, licensing, and data dissemination. In addition to index data dissemination, through Cboe’s Streaming Market Indices platform, we distribute real-time cryptocurrency prices and indicative net asset values. See above for additional information regarding our proprietary indices. |

| | ● | Financial Risk Analytics. Services include portfolio, margin risk and scenario analytics. |

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

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

In 2021, we started to provide data services to market participants globally through Cboe Global Cloud with a plan to disseminate most of Cboe’s real-time market data and analytics products via the cloud as an additional distribution channel.

U.S. Tape Plans

We operate a variety of derivatives and cash and spot markets.

For our cash and spot markets, the U.S. equities exchanges, which are fully electronic, offer various market models.

NBBO.

In Australia, for our derivatives and cash and spot markets, Cboe Australia, a regulated stock exchange, which is fully electronic, utilizes a model that charges a different ad valorem fee rate depending on whether a participant is making or taking liquidity.

Fee waivers are also provided to participants registered as market makers, but payments for order flow are prohibited.

In Japan, for our cash and spot markets, Cboe Japan, offers two fully electronic displayed markets, Chi-Alpha, which utilizes a price-time market model, combined with the “maker-taker” pricing model and Chi-Select, which utilizes a price-time retail customers focused market model, combined with the “taker-maker” pricing model.

Cboe Japan also offers two fully electronic non-displayed markets, Chi-Match, which matches VWAP orders during pre-market hours and Kai-X, which utilizes a price-time market model aiming for primary market mid-point trades.

In 2021, EuroCCP provided CCP protection for an average of €43 billion of cleared value on a daily basis.

Through the process of netting, in 2021, EuroCCP eliminated 72%, or €31 billion of the average daily cleared value, leaving an average daily settlement value of €12 billion.

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 Chi-Alpha, Chi-Select, Chi-Match and Kai-X, which are Japanese registered broker-dealers, and certain clients of those dealers.

Similarly, our equities’ customers in Europe are European Union (“EU”)

EuroCCP also clears equity derivative instruments as traded on Cboe NL.

EuroCCP clearing participants include EEA regulated banks and brokerage trading firms.

| | ● | our brand awareness; and |

The Company is committed to defining markets through product innovation, leading edge technology, and seamless trading solutions.

Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S., Canadian and European equities, exchange-traded products (“ETPs”), global foreign exchange (“FX”) and volatility products based on the VIX Index, recognized as the world’s premier gauge of U.S. equity market volatility.

The following chart lists average daily transaction volume in number of shares/contracts, notional value transacted or trades cleared for Options (Cboe Options, C2 Options, BZX Options, and EDGX Options); Futures (CFE); U.S. Equities (BZX Equities, BYX Equities, EDGA Equities, and EDGX Equities); Canadian Equities (MATCHNow); European Equities (Cboe Europe Equities); European Clearing (EuroCCP); and Global FX (Cboe FX and Cboe SEF) for the periods indicated:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | Annual Volumes | | | | | | | |

| ​ | ​ | 2020 | | | 2019 | | | 2018 | |

| Options total contracts ADV (in millions) | ​ | ​ | 10.1 | ​ | ​ | 7.3 | ​ | ​ | 7.9 |

| U.S. Equities total touched shares ADV (in billions) | ​ | ​ | 1.8 | ​ | ​ | 1.2 | ​ | ​ | 1.4 |

| Canadian Equities total touched shares ADV (in millions) (1) | ​ | ​ | 43.1 | ​ | ​ | — | ​ | ​ | — |

| Futures ADV (in thousands) | ​ | ​ | 200.6 | ​ | ​ | 249.0 | ​ | ​ | 300.0 |

| European Equities matched and touched ADNV (€ in billions) | ​ | ​ | 6.9 | ​ | ​ | 7.7 | ​ | ​ | 10.4 |

| European trades cleared (in millions) (2) | ​ | ​ | 545.5 | ​ | ​ | — | ​ | ​ | — |

| Global FX ADNV ($ in billions) | ​ | ​ | 34.7 | ​ | ​ | 32.3 | ​ | ​ | 37.4 |

| (1) | Canadian Equities data reflects ADV for the period of 2020 following Cboe’s acquisition of MATCHNow, which was effective August 4, 2020. |

| --- | --- |

| (2) | European trades cleared data reflects trades cleared for the period of 2020 following Cboe’s acquisition of EuroCCP, which was effective July 1, 2020. Trades cleared refers to the total number of non-interoperable trades cleared. |

ADV= average daily volume

ADNV= average daily notional value

At Cboe, we are defining markets to benefit participants and drive the global marketplace forward through product innovation, leading edge technology and seamless trading solutions.

| | ● | Product Innovation. Markets are fundamentally defined by the products they offer, and no institution has created more noteworthy tradable products than Cboe. From equity options, index options, VIX options, to VIX futures and our corporate bond index futures, our track record for market-defining product innovation speaks for itself. Our partnerships with leading index and service providers further strengthen our ability to create the next great product innovation. Cboe offers trading across a diverse range of products, including options, futures, North American and European equities, ETPs, global FX, and multi-asset volatility products. |

Our legacy of innovation not only includes products, but also the creation or acquisition of entirely new markets or market models, including the first listed-options marketplace, the first alternative venue to traditional equity markets, the first pan-European MTF and the first electronic communication network (“ECN”) for the institutional FX market.

These markets have grown to become some of the largest, most relied upon in the world.

| | ● | Leading Edge Technology. Our industry-leading proprietary technology was built, and is continually refined, to anticipate the evolving needs of our customers. Our trading platform is developed, owned, and operated in-house and is designed to optimize reliability, speed, scalability, and versatility. All of our U.S. equity, options, and futures markets have been successfully migrated to this cutting-edge technology. We regularly raise the bar in trading technology through an ambitious schedule of software releases and enhancements to our platforms across the globe. |

| | ● | Seamless Trading Solutions. Cboe strives to provide trading solutions that enhance the customer experience through our advocacy efforts, insights, education, data analytics and other services. |

Value Proposition

We also believe that we provide stakeholders with a strong value proposition due to the following key drivers:

| | ● | We have a diverse and unique product set, with high-margin proprietary products that allow customers to express a market view and manage risk in various market environments. |

| | ● | We provide exposure to large, underpenetrated market segments, targeted to fuel the growth of Cboe’s proprietary products globally. |

| | ● | We have developed a highly scalable business model, coupled with disciplined expense management. |

| | ● | We have had a strong track record of financial results and efficient capital allocation, helping to create long-term shareholder value. |

We expect to further grow our business and increase our revenues and profitability by pursuing the following growth strategies:

| | ● | Build Upon Core Proprietary Products. We plan to grow our existing proprietary products, including SPX options and VIX options and futures, by further penetrating key market segments, including pension funds, insurance companies, endowments and asset managers. We also plan to enhance existing proprietary products, develop new proprietary products and expand our user base and use cases. In 2020, we delivered on this initiative by launching mini VIX futures, launching options on the S&P 500 Environmental, Social and Governance (“ESG”) Index, and launched target outcome indices on Russell 2000 Index. Expected new initiatives for 2021 include the expansion of our Global Trading Hours, subject to regulatory review, to extend the availability of our proprietary products, the enhancement of our online learning tools for investor education, and the launch of a new core derivatives education curriculum. |

| | ● | Leverage Leading Proprietary Trading Technology. We have developed a superior technology platform that positions Cboe to integrate additional products, features and volumes, while providing efficiencies across venues. We are also able to leverage the efficiencies of our common technology to further expand revenues, while maintaining disciplined expense management. In 2020, we delivered on this initiative by integrating our information solutions acquisitions, Hanweck Associates, LLC (“Hanweck”), FT Providers, LLC (“FT Options”) and Trade Alert, LLC (“Trade Alert”), commencing the integration of EuroCCP and its technology to potentially launch pan-European derivatives in 2021, subject to regulatory review, and transitioning execution management from the PULSe Trader Workstation to Cboe Silexx. |

| | ● | Diversify Business Mix With Growth of Non-Transactional Revenues. We are diversifying our business mix through the growth of our non-transactional revenues, which primarily consists of increasing the distribution of proprietary market data and enhanced market data, offering insightful information to support our customers’ needs, and providing tools that draw users to our markets and drive volume. In 2020, we delivered on this initiative by growing our proprietary market data and access and capacity fees and also increased recurring revenues with our information solutions acquisitions. |

| | ● | Broaden Geographic Reach. We plan to widen our global access and product distribution though customer engagement, new product offerings and strategic acquisitions. We also plan to strengthen combined offerings while reaching new markets. In 2020, we delivered on this initiative by acquiring MATCHNow, a leading Canadian ATS, expanding our geographic presence and product capabilities. |

| | ● | Expand Product Lines Across Asset Classes. We expect to strengthen our product set with new asset classes, create markets that utilize Cboe capabilities, and provide tools that support access to multiple channels and markets. In 2020, we delivered on this initiative with the strong growth in Cboe Retail Priority, the planned launch of U.S. Periodic auctions order book, subject to regulatory approval, and the acquisition of BIDS Trading, a U.S. ATS, which diversifies our equities offerings. Cboe also expanded its FX offering in 2020, with the launch of Cboe FX Central, a new central limit order book and the launch of Cboe Swiss, as new NDF market. |

These include:

| | ● | correlation or volatility indices based on ETFs and individual stocks, such as the Cboe Crude Oil ETF Volatility Index, the Cboe Gold ETF Volatility Index, the Cboe Equity VIX on Apple, and the Cboe Equity VIX on Amazon, |

| | ● | interest rate volatility indices, such as the Cboe Interest Rate Swap Volatility Index and |

Cboe incorporates herein by reference the discussion set forth in Note [removed: 22] [added: 21] (“Income Taxes”) and Note [removed: 24] [added: 23] (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein.

On February [removed: 15, 2019,] [added: 5, 2021,] the Company filed a Petition for Review [removed: in] [added: (the “2/5 PFR”) with] the Court of Appeals for the D.C. Circuit [removed: (the “D.C. Circuit”) asserting] [added: challenging] the [removed: pilot is unlawful.][added: Final Order.]

[removed: _Consolidated] [added: _CT Plan Order (Continuation of Consolidated] Data [removed: Plans_][added: Plans Proceeding)_]

On June 29, 2020, the Company filed a Petition for Review [removed: in] [added: (“PFR”) with] the Court of Appeals for the D.C. Circuit [removed: (the “D.C. Circuit”) asserting] [added: Court (“D.C. Circuit) challenging] the Consolidated Data Plan [removed: Order is unlawful.][added: Order.]

The [removed: Consolidated Data] [added: new CT] Plan [removed: Order] [added: approved by the SEC] may cause the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or challenge [removed: the Consolidated Data Plan Order] [added: such new consolidated data plan] and it may have a material impact on our business, financial condition and operating results if, for example, there is a negative impact on the [added: applicable] market data [removed: fees the Company’s equities exchanges] [added: revenues that we receive that] are [removed: able to charge.][added: generated from such new plan.]

_Market Data Infrastructure [added: Final] Rule_

On December 9, 2020, the SEC issued a Market Data Infrastructure Final [removed: Rule,] [added: Rule (“Final Rule”),] which makes significant additions to the content available on the Securities Information Processors (“SIPs”) and replaces the exclusive processors with a competing consolidator model.

The implementation of the [removed: new rules] [added: Final Rule] could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or to challenge the new rules and they may have a material impact on our [removed: business, financial condition and operating results if, for example, there are lower SIP plan revenues or we must reduce the fees we charge for market data.]

On May 6, 2020, the SEC issued an order (the “Consolidated Data Plan Order”) that directed the U.S. equities exchanges and FINRA to submit a new National Market System (“NMS”) Plan regarding Consolidated Equity Market Data.

The contemplated new NMS Plan is referred to as the “CT Plan” and it will replace three Equity Data Plans that govern the dissemination of real-time, consolidated market data for NMS stocks.

The Consolidated Data Plan Order set forth certain changes to be included in the proposed CT Plan, including governance structure changes related to voting rights and a deadline of August 11, 2020 by which the proposed CT Plan had to be filed.

Briefing concluded on March 12, 2021 and oral argument was held on April 26, 2021.

On June 15, 2021, the D.C. Circuit issued an order dismissing the PFR for lack of jurisdiction, holding that the Consolidated Data Plan Order was not a “final order” because the SEC had not determined whether the challenged features would make it into the new CT Plan.

On August 6, 2021, the SEC issued an order approving the CT Plan that was previously filed on August 11, 2020 (as mandated by the Consolidated Data Plan Order) and subject to public comment (“CT Plan Order”).

On August 9, 2021, the Company filed another PFR with the D.C. Circuit challenging the CT Plan Order and the prior Consolidated Data Plan Order.

On September 13, 2021, the Company filed a motion requesting that the D.C. Circuit stay the CT Plan Order pending resolution of the appeal and also requesting that the D.C. Circuit expedite the appeal.

On October 13, 2021, the D.C. Circuit granted the motion to stay the CT Plan order and to expedite the appeal and established a briefing schedule.

Briefing concluded in January 2022 and oral argument is scheduled for March 24, 2022.

The Final Rule is limited to market data disseminated by the equities SIPs and does not apply to proprietary market data, or the dissemination of options market data through OPRA.

Additionally, on February 5, 2021, the Company filed a motion for stay of the Final Rule with the SEC, which the SEC denied on March 24, 2021.

On March 24, 2021, the SEC filed a Motion to Dismiss (“MTD”) with the D.C. Circuit: (1) arguing that the PFR is not ripe because the Final Rule had not been published in the Federal Register (“FR”), (2) suggesting (if there is ambiguity) that the D.C. Circuit clarify whether publication in the FR opens the filing window, and (3) suggesting that the D.C. Circuit could hold the case in abeyance pending filing of a PFR after publication in the FR.

On April 9, 2021, the Final Rule was published in the FR.

On April 13, 2021, the Company filed another PFR (the “4/ PFR””) as a protective measure in the event the D.C. Circuit determined that the time to file a PFR does not commence until publication of the Final Rule in the FR.

On June 15, 2021, the D.C. Circuit entered an order granting the SEC’s MTD respecting the 2/5 PFR.

This order does not affect the 4/13 PFR, which was filed after publication of the Final Rule in the FR on April 9, 2021.

On July 9, 2021, the D.C. Circuit entered a briefing schedule, which concluded in January 2022.

Oral argument is scheduled for March 18, 2022.

business, financial condition and operating results if, for example, there are lower SIP plan revenues or we must reduce the fees we charge for market data.

​

_Transaction Fee Pilot_

In December 2018, the SEC approved a transaction fee pilot in national market system (“NMS”) stocks (the “pilot”).

The pilot will subject stock exchange transaction fee pricing, including maker-taker fee-and-rebate pricing models, to new temporary pricing restrictions across two test groups, and require the exchanges to prepare data to be submitted to the SEC.

The pilot includes a test group that will prohibit rebates and linked pricing, as well as a test group that will impose a cap of $0.0010 for removing or providing displayed liquidity.

Once commenced, the pilot will last for up to two years with an automatic sunset at one year unless extended by the SEC.

The pilot was published in the Federal Register on February 20, 2019 and was scheduled to become effective on April 22, 2019.

On

March 28, 2019, the SEC granted a partial stay of the pilot, agreeing to delay implementing its fee-and-rebate and data-publication requirements until after the D.C. Circuit decides the pending challenges.

The data-gathering requirement of the pilot’s pre-pilot period remains in effect.

On May 21, 2019, the SEC issued its notice to announce the effective period for the pre-pilot, which was designated as July 1, 2019 through December 31, 2019.

On June 3, 2019, the Company, along with other equities exchanges, filed an opening brief with the D.C. Circuit.

The SEC filed its opening brief with the D.C. Circuit on July 25, 2019, the exchanges’ reply brief was filed on August 26, 2019 and final briefs were filed on September 10, 2019.

Oral arguments were held on October 11, 2019.

On June 16, 2020, the D.C. Circuit granted the Petition for Review, vacated the pilot and remanded the matter back to the SEC for reconsideration.

The SEC did not file a petition for writ of certiorari to the U.S. Supreme Court by November 13, 2020.

The matter is now concluded.

On May 6, 2020, the SEC issued a final order (the “Consolidated Data Plan Order”) that would require U.S. equities exchanges and FINRA to develop and file a new consolidated data plan (the “Plan”) that would replace the three current U.S. equities tape data plans and require certain governance provisions, such as changes to the voting structure.

Pursuant to the Consolidated Data Plan Order, the Company and the other U.S. equities exchanges and FINRA are required to file the proposed Plan for public comment before the SEC takes any definitive action on such new plan.

Until and if the SEC approves a new plan, the current data plans will continue to govern.

On October 14, 2020, the D.C. Circuit issued an order setting forth a briefing schedule and briefing will conclude on March 12, 2021.

The Company intends to litigate the matter vigorously.

On February 5, 2021, the Company, along with other equity exchanges, filed: (1) a Motion to Stay of the Market Data Infrastructure Rule with the SEC, and (2) a Petition for Review in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”).

For the fiscal year ended December [removed: 31, 2020][added: 31, 2021]

Commission [removed: File No.] [added: file number:] 001-34774

| Chicago, Illinois | [removed: 60605] [added: 60607] |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $10.1] [added: $10.4] billion based on the closing price of [removed: $93.28] [added: $119.05] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 12, 2021] [added: 11, 2022] was [removed: 107,210,079] [added: 106,602,177] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated by reference in Part III.

| [removed: ​ | |] [PART I](#PARTI_265346) | [removed: ​] | [added: | |]

| [Item 1.](#Item1Busin_218680) | | [Business](#Item1Busin_218680) | [removed: 7] [added: 8] |

| [Item 1A.](#Item1ARiskFactors) | | [Risk Factors](#Item1ARiskFactors) | [removed: 29] [added: 30] |

| [Item 1B.](#Item1BUnresolvedStaffComments_497585) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_497585) | [removed: 48] [added: 52] |

| [Item 2.](#Item2Properties_26633) | | [Properties](#Item2Properties_26633) | [removed: 49] [added: 53] |

| [Item 3.](#Item3LegalProceedings_399160) | | [Legal Proceedings](#Item3LegalProceedings_399160) | [removed: 49] [added: 54] |

| [Item 4.](#Item4MineSafetyDisclosures_10202) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_10202) | [removed: 50] [added: 55] |

| [removed: | |] [PART II](#PARTII_507992) | | [added: | |]

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_14) | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_14) | [removed: 51] [added: 55] |

| [removed: [Item 6.](#Item6SelectedFinancialData_274620)] [added: Item 6.] | [added: ​] | [removed: [Selected] [added: Selected] Financial [removed: Data](#Item6SelectedFinancialData_274620)] [added: Data] | [removed: 54] [added: N/A] |

| [Item 7.](#Item7MangamentsDiscussionandAnalysis_301) | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#Item7MangamentsDiscussionandAnalysis_301) | [removed: 56] [added: 58] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 85] [added: 87] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 88] [added: 91] |

| [Item 9.](#Item9ChangesinDisagreementswithAccountan) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinDisagreementswithAccountan) | [removed: 136] [added: 139] |

| [Item 9A.](#Item9AControlsandProcedures_932099) | | [Controls and Procedures](#Item9AControlsandProcedures_932099) | [removed: 136] [added: 139] |

| [Item 9B.](#Item9BOtherInformation_923882) | | [Other Information](#Item9BOtherInformation_923882) | [removed: 136] [added: 139] |

| [removed: | |] [PART III](#PARTIII_637833) | | [added: | |]

| [Item 10.](#Item10DirectorsExecutiveOfficers_470329) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_470329) | [removed: 137] [added: 140] |

| [Item 11.](#Item11ExecutiveCompensation_846147) | | [Executive Compensation](#Item11ExecutiveCompensation_846147) | [removed: 137] [added: 140] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 137] [added: 140] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 137] [added: 140] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 137] [added: 140] |

| [removed: | |] [PART IV](#PARTIV_133246) | | [added: | |]

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 138] [added: 141] |

| [Item 16.](#Item16Form10KSummary_266369) | ​ | [Form 10-K Summary](#Item16Form10KSummary_266369) | [removed: 143] [added: 146] |

| | ● | “Cboe Europe [removed: Equities”] [added: Equities and Derivatives”] refers to the combined businesses of Cboe Europe and Cboe NL. |

Cboe®, Cboe Global Markets®, Bats®, BIDS Trading®, BYX®, BZX®, Cboe [removed: Options Institute®, Cboe Vest®, Cboe] Volatility Index®, CFE®, EDGA®, EDGX®, EuroCCP®, Hybrid®, LiveVol®, MATCHNow®, [removed: Silexx®] [added: Options Institute®, Silexx®, VIX®,] and [removed: VIX®] [added: XSP®] are registered trademarks, and Cboe Futures ExchangeSM, C2SM, f(t)optionsSM, HanweckSM, [added: NANOSM,] and Trade AlertSM are service marks of Cboe Global Markets, Inc. and its subsidiaries.

| | ● | legislative or regulatory [removed: changes;] [added: changes or changes in tax regimes;] |

| | ● | impairment of our goodwill, long-lived assets, investments or intangible assets; [removed: and] |

| | ● | the accuracy of our estimates and [removed: expectations.] [added: expectations;] |

| 433 West Van Buren Street | ​ |

2021 FORM 10-K

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | 139 |

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

| | ● | “Cboe Swiss” refers to Cboe Switzerland GmbH, a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “Chi-X Asia Pacific” refers to Chi-X Asia Pacific Holdings, Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “ErisX” refers to Eris Digital Holdings, LLC. |

| | ● | “NEO” refers to Aequitas Innovations, Inc. |

| | ● | factors that impact the quality and integrity of our indices; |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| | ● | litigation risks and other liabilities; and |

| --- | --- | --- |

| | ● | if the acquisition of ErisX is consummated, operating a digital asset business. |

| --- | --- | --- |

| 400 South LaSalle Street | ​ |

2020 FORM 10-K

| | ● | our index providers' ability to maintain the quality and integrity of their indices and to perform under our agreements; |

The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, [removed: Europe] [added: Europe, Asia] and [removed: Asia,] [added: Australia,] including main hubs in New York, London, Kansas City and Amsterdam.

Our principal properties [added: as of December 31, 2021] are listed in the table below:

| 400 South La Salle Street, Chicago, Illinois | ​ | [removed: Global headquarters, trading floor] [added: Former global headquarters] and office [removed: space] [added: space; current trading floor] | ​ | Owned* | ​ | N/A | ​ | 300,000 sq. ft. |

| 433 W. Van Buren Street, Chicago, Illinois | ​ | [removed: Planned new] [added: New] global headquarters and office space | ​ | Leased | ​ | August 2035 | ​ | 185,000 sq. ft. |

| 11 Monument Street, London, United Kingdom | ​ | Principal UK office space | ​ | Leased | ​ | March [removed: 2022,] [added: 2027,] with one 5 year renewal option | ​ | [removed: 10,400] [added: 21,000] sq. ft. |

The building is currently classified as held [removed: for sale.][added: and used.]

See Note [removed: 8] [added: 7] (“Property and Equipment, Net”) and Note [removed: 25] [added: 24] (“Leases”) [removed: of] [added: to] the consolidated financial statements included herein for further information.

| Rockwell Business Center Sheridan, Sheridan Street Corner United Street, Highway Hills Mandaluyong City 1550 Philippines | ​ | Office space | ​ | Leased | ​ | December 2023 | ​ | 10,500 sq. ft. |

*Through our wholly-owned subsidiary, Cboe Building Corporation, we own the building that was previously the global headquarters.

In addition to the offices listed above, the Company has entered into a lease that will commence in 2022 for a new principal office space in Amsterdam.

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

​

​

*Through our wholly-owned subsidiary, Cboe Building Corporation, we own the building in which our principal officers are located and occupy approximately 300,000 square feet of this building.

As of January [removed: 29, 2021,] [added: 31, 2022,] there were approximately [removed: 136] [added: 123] holders of record of our common stock.

In 2011, the [removed: board] [added: Board] of [removed: directors] [added: Directors] approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and approved additional authorizations of $100 million in each of 2012, 2013, 2014, 2015 and 2016, [removed: $150 million in February 2018, $100 million in August 2018,] $250 million in [removed: October 2019,] [added: each of 2018, 2019] and [removed: $250] [added: 2020, and $200] million in [removed: June 2020,] [added: February 2021,] for a total authorization of [removed: $1.4] [added: $1.6] billion.

Under the program, for the year ended December 31, [removed: 2020,] [added: 2021,] the Company repurchased [removed: 3,534,115] [added: 822,005] shares of common stock at an average cost per share of [removed: $98.78,] [added: $98.82,] totaling [removed: $349.1] [added: $81.3] million.

Since inception of the program through December 31, [removed: 2020,] [added: 2021,] the Company has repurchased [removed: 17,250,124] [added: 18,072,129] shares of common stock at an average cost per share of [removed: $66.66,] [added: $68.12,] totaling [removed: $1.1] [added: $1.2] billion.

As of December 31, [removed: 2020,] [added: 2021,] the Company had [removed: $200.1] [added: $318.9] million of availability remaining under its existing share repurchase authorizations.

During the fiscal quarter ended December 31, [removed: 2020,] [added: 2021,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock [removed: units, restricted stock awards,] [added: units] and [added: restricted] stock [removed: options.][added: awards.]

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, [removed: 2020:][added: 2021:]

The following graph compares the cumulative total return provided to stockholders on our common stock since [removed: our initial public offering] [added: December 31, 2016] 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, [removed: 2015,] [added: 2016,] and its performance is tracked on an annual basis through December 31, [removed: 2020.][added: 2021.]

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231x10k006.jpg)]

| S&P 500 | ​ | 100.00 | ​ | [removed: 111.96 | ​ |] 136.40 | ​ | 130.42 | ​ | 171.49 | ​ | 203.04 | [added: ​ | 261.32 |]

| October 1 to October 31, 2021 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2021 | ​ | 1,525.0 | ​ | ​ | 130.22 |

| December 1 to December 31, 2021 | ​ | 281.0 | ​ | ​ | 129.48 |

| Total | ​ | 1,806.0 | ​ | ​ | ​ |

![Chart, line chart

| ​ | ​ | 12/16 | ​ | 12/17 | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 | ​ | 12/21 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 170.47 | ​ | 135.35 | ​ | 168.06 | ​ | 132.49 | ​ | 188.43 |

| Peer Group | ​ | 100.00 | ​ | 125.23 | ​ | 146.02 | ​ | 177.08 | ​ | 202.63 | ​ | 277.30 |

The Company expects to fund repurchases primarily through the use of existing cash balances.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Approximate Dollar | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Value of Shares that May | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | as Part of Publicly | ​ | Yet Be Purchased Under | |

| ​ | ​ | Total Number of | ​ | Average Price | | ​ | Announced Plans | ​ | the Plans or Programs | |

| Period | | Shares Purchased | | Paid per Share | | | or Programs | | (in millions) | |

| October 1 to October 31, 2020 | ​ | 419,330 | ​ | $ | 82.46 | ​ | 419,330 | ​ | $ | 253.5 |

| November 1 to November 30, 2020 | ​ | 296,276 | ​ | ​ | 88.64 | ​ | 296,276 | ​ | ​ | 227.3 |

| December 1 to December 31, 2020 | ​ | 298,103 | ​ | ​ | 91.06 | ​ | 298,103 | ​ | ​ | 200.1 |

| Total | ​ | 1,013,709 | ​ | $ | 86.79 | ​ | 1,013,709 | ​ | ​ | ​ |

​

| October 1 to October 31, 2020 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2020 | ​ | 322 | ​ | ​ | 87.65 |

| December 1 to December 31, 2020 | ​ | — | ​ | ​ | — |

| Total | ​ | 322 | ​ | ​ | 87.65 |

| ​ | ​ | 12/15 | ​ | 12/16 | ​ | 12/17 | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 115.52 | ​ | 196.92 | ​ | 156.36 | ​ | 194.14 | ​ | 153.05 |

| Peer Group | ​ | 100.00 | ​ | 120.97 | ​ | 151.86 | ​ | 178.40 | ​ | 215.15 | ​ | 243.61 |

| [Reports of Independent Registered Public Accounting Firms](#REPORTOFINDEPENDENTREGISTERED_227565) [added: (PCAOB ID 185 and 34)] | [removed: 89] [added: 92] |

| [Consolidated Balance Sheets](#ConsolidatedStatementsofFinancialConditi) | [removed: 94] [added: 97] |

| [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_610291) | [removed: 95] [added: 98] |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | [removed: 96] [added: 99] |

| [Consolidated Statements of Changes in Stockholders’ Equity](#ConsolidatedStatementsofChangesinStockho) | [removed: 97] [added: 100] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_740676) | [removed: 98] [added: 101] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_1) | [removed: 99] [added: 102] |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Cboe Global Markets, Inc. and subsidiaries (the Company) as of December 31, [added: 2021 and] 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the [removed: year] [added: years] then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [added: 2021 and] 2020, and the results of its operations and its cash flows for the [removed: year] [added: years] then ended, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Our responsibility is to express an opinion on these consolidated financial statements based on our [removed: audit.][added: audits.]

Our audit included performing procedures to assess the risks of material misstatement of the [removed: consolidated] financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the [removed: consolidated] financial statements.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

As discussed in Notes 2 and [removed: 22] [added: 21] to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position.

A higher degree of auditor [removed: judgement] [added: judgment and the involvement of professionals with specialized skills and knowledge] was required to evaluate the Company’s estimate of tax benefits to be realized upon ultimate settlement of its tax positions.

[removed: | — | analyzing] [added: —analyzing] the Company’s tax positions, including the measurement of unrecognized tax benefits [removed: |]

[removed: | — | evaluating] [added: —evaluating] changes in applicable laws and regulations [removed: |]

[removed: | — | inspecting] [added: —inspecting] settlements with applicable taxing authorities. [removed: |]

[removed: _/s/ KPMG] [added: _/s/_ _KPMG] LLP_

We have audited the [removed: accompanying] consolidated [removed: balance sheet of Cboe Global Markets, Inc. and subsidiaries (the "Company") as of December 31, 2019, the related consolidated] statements of income, comprehensive income, [added: changes in] stockholders' equity, and cash [removed: flows, for each] [added: flows] of [removed: the two years in] [added: Cboe Global Markets, Inc. and subsidiaries (the "Company") for] the [removed: period] [added: year] ended December 31, 2019, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the [removed: financial position of the Company as of December 31, 2019, and the] results of [removed: its] [added: the Company’s] operations and its cash flows for [removed: each of] the [removed: two years in the period] [added: year] ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Our responsibility is to express an opinion on the Company's financial statements based on our [removed: audits.][added: audit.]

Our audits included performing procedures to assess the risks of material misstatement of the [added: consolidated] financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the [added: consolidated] financial statements.

We have audited Cboe Global Markets, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance [removed: sheet] [added: sheets] of the Company as of December 31, [added: 2021 and] 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the [removed: year] [added: years] then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion on those consolidated financial statements.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] excluded [removed: EuroCCP,] [added: Chi-X Asia Pacific,] acquired with effect from July 1, [removed: 2020; MATCHNow, acquired with effect from August 4, 2020; and BIDS Holdings, acquired with effect from December 31, 2020.][added: 2021.]

[removed: These] [added: This] acquired [removed: businesses] [added: business] had [removed: aggregate] total assets and total stockholders’ equity of [removed: $1.3 billion] [added: $266.5 million] and [removed: $205.2] [added: $242.5] million, respectively, and total revenues and revenues less [removed: cost] [added: costs] of revenues of [removed: $30.4] [added: $17.1] million and [removed: $24.2] [added: $16.7] million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, [removed: 2020.][added: 2021.]

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of [removed: EuroCCP, MATCHNow, and BIDS Holdings.][added: Chi-X Asia Pacific.]

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting [added: principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely]

[removed: principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely] detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| [removed: ​] [added: ​] | [removed: ​] | [added: 2021 | | |] 2020 | | [removed: ​] | 2019 | | [removed: ​] |

| Assets | [removed: ​] | [removed: ​] | | [removed: ​] | [removed: ​] | [removed: ​] | ​ |

| Cash and cash equivalents | ​ | [removed: $] [added: ​] | [added: 341.9 | ​ | ​ |] 245.4 | ​ | [removed: $] [added: ​] | 229.3 | ​ |

| Financial investments | ​ | ​ | [removed: 92.4] [added: 37.1] | ​ | ​ | [removed: 71.0] [added: 92.4] | ​ |

February 18, 2022

_/s/_ _KPMG LLP_

February 18, 2022

| Land | ​ | ​ | 2.3 | ​ | ​ | — | ​ |

| Margin deposits and clearing funds | ​ | ​ | 745.9 | ​ | ​ | 812.1 | ​ |

Years ended December 31, 2021, 2020 and 2019

| Retirement of treasury stock | ​ | ​ | — | ​ | ​ | (0.2) | ​ | ​ | 1,231.1 | ​ | ​ | (1,230.9) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ |

| Shares issued under employee stock purchase plan | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.4 | ​ | ​ | — | ​ |

| Net income | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 529.0 | ​ | ​ | — | ​ | ​ | 529.0 | ​ | ​ | — | ​ |

| Balance at December 31, 2021 | ​ | $ | — | ​ | $ | 1.1 | ​ | $ | (106.8) | ​ | $ | 1,509.4 | ​ | $ | 2,145.5 | ​ | $ | 55.6 | ​ | $ | 3,604.8 | ​ | $ | — | ​ |

Years ended December 31, 2021, 2020 and 2019

| Depreciation and amortization | ​ | | 167.4 | ​ | | 158.5 | ​ | | 176.6 | ​ |

| Loss on disposal of property and equipment | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | 4.4 | ​ |

| Margin deposits and clearing funds | ​ | ​ | (66.2) | ​ | ​ | 812.1 | ​ | ​ | — | ​ |

| Proceeds from acquisition-related escrow | ​ | ​ | 0.6 | ​ | ​ | — | ​ | ​ | — | ​ |

| Shares issued under employee stock purchase plan | ​ | | (0.4) | ​ | | — | ​ | ​ | — | ​ |

| Restricted cash and cash equivalents (included in other current assets) | ​ | ​ | 4.4 | ​ | ​ | — | ​ | ​ | — | ​ |

The Company is committed to operating a trusted, inclusive global marketplace, providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe, and Asia Pacific.

| (i) | Treasury Stock |

Shares repurchased under the Company’s share repurchase program are either available to be redistributed or they are retired.

The Company accounts for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in-capital on the consolidated balance sheets.

recorded in Pounds sterling, Euros, Canadian dollars, Singapore dollars, Philippine pesos, Hong Kong dollars, Australian dollars and Japanese Yen, respectively.

that had been previously awarded by Bats.

As all stock options were exercised in 2020, none were outstanding in 2021.

The Company grants stock-based compensation to its employees through restricted stock units and grants restricted stock awards to its board members.

liabilities are not recognized for short-term leases.

There were no applicable material accounting pronouncements that have been issued but were not yet adopted as of December 31, 2021.

| | | access and capacity fees associated with the trading floor are recognized over time in the Options segment, as the performance obligations are met. |

| Transaction and clearing fees | ​ | $ | 1,231.2 | ​ | $ | 1,173.1 | ​ | $ | 145.3 | ​ | $ | 95.2 | ​ | $ | 48.3 | ​ | $ | — | ​ | $ | 2,693.1 |

| Access and capacity fees | ​ | | 124.0 | ​ | | 98.0 | ​ | | 31.2 | ​ | | 18.7 | ​ | | 8.8 | ​ | | — | ​ | | 280.7 |

| Market data fees | ​ | ​ | 84.3 | ​ | ​ | 134.6 | ​ | ​ | 25.6 | ​ | ​ | 6.6 | ​ | ​ | 1.0 | ​ | ​ | — | ​ | ​ | 252.1 |

| Regulatory fees | ​ | ​ | 46.6 | ​ | ​ | 161.6 | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 208.3 |

| Other revenue | ​ | ​ | 18.9 | ​ | ​ | 3.2 | ​ | ​ | 38.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.3 | ​ | ​ | 60.6 |

| ​ | ​ | ​ | 1,505.0 | ​ | ​ | 1,570.5 | ​ | ​ | 240.3 | ​ | ​ | 120.6 | ​ | ​ | 58.1 | ​ | ​ | 0.3 | ​ | ​ | 3,494.8 |

| Services transferred at a point in time | ​ | $ | 1,296.7 | ​ | $ | 1,337.9 | ​ | $ | 183.5 | ​ | $ | 95.3 | ​ | $ | 48.3 | ​ | $ | 0.3 | ​ | $ | 2,962.0 |

| Services transferred over time | ​ | ​ | 208.3 | ​ | ​ | 232.6 | ​ | ​ | 56.8 | ​ | ​ | 25.3 | ​ | ​ | 9.8 | ​ | ​ | — | ​ | ​ | 532.8 |

| ​ | ​ | ​ | 1,505.0 | ​ | ​ | 1,570.5 | ​ | ​ | 240.3 | ​ | ​ | 120.6 | ​ | ​ | 58.1 | ​ | ​ | 0.3 | ​ | ​ | 3,494.8 |

| ​ | ​ | ​ | 1,330.1 | ​ | ​ | 1,789.5 | ​ | ​ | 140.5 | ​ | ​ | 109.2 | ​ | ​ | 57.8 | ​ | ​ | — | ​ | ​ | 3,427.1 |

| ​ | ​ | ​ | 983.1 | ​ | ​ | 1,213.1 | ​ | ​ | 110.8 | ​ | ​ | 135.9 | ​ | ​ | 53.0 | ​ | ​ | 0.2 | ​ | ​ | 2,496.1 |

| --- | --- |

_Evaluation of goodwill impairment analysis for the Global FX reporting unit_

As discussed in Notes 2 and 11 to the consolidated financial statements, the Company tests goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired.

This involves estimating the fair value of reporting units using discounted cash flow models.

We identified the evaluation of goodwill impairment analysis for the Global FX reporting unit as a critical audit matter.

The determination of the fair value of the Global FX reporting unit requires management to make assumptions about the discount rate, forecasted revenue growth rates, and operating expenses used within the discounted cash flow model.

higher degree of auditor judgment was required to evaluate these assumptions.

Changes to these assumptions could have a substantial impact on the estimated fair value of the Global FX reporting unit.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Global FX reporting unit goodwill impairment assessment process, including controls over the development and selection of forecasted revenue growth rates, operating expense, and discount rate assumptions.

We evaluated the reasonableness of the Company’s forecasted revenue growth rates for the Global FX reporting unit by comparing the assumptions to forecasted revenue growth rates in the Company’s and peer companies’ analyst reports.

We also evaluated the Company’s ability to forecast revenue growth and operating expenses by comparing historical revenue growth and operating expense forecasts to actual results.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

| — | evaluating the discount rate used in the valuation by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities |

| — | developing an estimate of the Global FX reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently developed discount rate and compared the results to the Company’s estimate of fair value. |

February 19, 2021

| Balance at December 31, 2017 | | $ | — | ​ | $ | 1.2 | ​ | $ | (558.3) | ​ | $ | 2,623.7 | ​ | $ | 993.3 | ​ | $ | 50.7 | ​ | $ | 3,110.6 | ​ | $ | 9.4 | ​ |

| Loss on disposition of property | ​ | ​ | — | ​ | ​ | 4.4 | ​ | ​ | 1.0 | ​ |

The Company is committed to defining markets to benefit its participants and drive the global marketplace forward through product innovation, leading edge technology and seamless trading solutions.

Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S., Canadian and European equities, exchange-traded products (“ETPs”), global foreign exchange (“FX”) and volatility products based on the VIX Index, recognized as the world’s premier gauge of U.S. equity market volatility.

management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

of two valuation analysis techniques, discounted cash flows and valuation multiples observed from publicly traded companies in a similar industry.

In June 2016, the FASB issued ASU 2016-13, Credit Losses.

This update replaces the incurred loss impairment methodology in GAAP with a methodology that requires management to estimate an expected lifetime credit loss on financial assets.

This includes accounts receivable and notes receivable, which is included in other assets, net on the consolidated balance sheets.

The update also amends the impairment model for available-for-sale debt securities.

The forward-looking expected lifetime credit loss model generally will result in the earlier recognition of credit losses.

The Company adopted this ASU on January 1, 2020 using the modified retrospective approach and did not restate comparative periods.

Upon the adoption of the standard, the Company recognized an immaterial cumulative-effect adjustment to retained earnings for the estimate of current expected credit loss on financial instruments within the scope of the standard, including accounts receivable, net.

Accounts receivable related to clearing operations are fully collateralized, which minimizes credit loss exposure.

Based on the Company’s high turnover and collectability of accounts receivable, as well as the monthly billing process for the majority of revenue, there was not a significant variance in the recognized loss between the incurred loss impairment methodology under the prior standard and the expected lifetime credit loss model under this ASU.

The financial instruments other than accounts receivable, net that are within the scope of the standard were not materially impacted by the standard.

The impact to the consolidated balance sheet was immaterial in nature and there was no impact to the consolidated statements of income and cash flows.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.

This ASU removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements.

The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

For public entities, the update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019.

For public entities, the update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020.

The Company expects to adopt the update for the financial statements issued for the first quarter of 2021 and does not anticipate a material impact to the consolidated financial statements.

| Transaction and clearing fees | ​ | $ | 835.5 | ​ | $ | 876.4 | ​ | $ | 128.0 | ​ | $ | 97.4 | ​ | $ | 49.6 | ​ | $ | — | ​ | $ | 1,986.9 |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] excluded [removed: EuroCCP,] [added: Chi-X Asia Pacific,] acquired with effect from July 1, [removed: 2020; MATCHNow, acquired with effect from August 4, 2020; and BIDS Holdings, acquired with effect from December 31, 2020.][added: 2021.]

[removed: These] [added: This] acquired [removed: businesses] [added: business] had aggregate total assets and total stockholders’ equity of [removed: $1.3 billion] [added: $266.5 million] and [removed: $205.2] [added: $242.5] million, respectively, and total revenues and revenues less costs of revenues of [removed: $30.4] [added: $17.1] million and [removed: $24.2] [added: $16.7] million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, [removed: 2020.][added: 2021.]

No changes occurred in the Company’s internal control over financial reporting during fourth quarter [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, [removed: 2020,] [added: 2021,] internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report on page [removed: 92.][added: 95.]

As of the date of this Annual Report on Form 10-K, we have integrated the acquired EuroCCP, MATCHNow, and BIDS Holdings operations into our overall internal controls over financial reporting.

PART III

Not applicable.

PART III

Information relating to our directors, including our audit committee and audit committee financial experts and the procedures by which stockholders can recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders planned to be held on May [removed: 13, 2021,] [added: 12, 2022,] which will be filed within 120 days of the end of our fiscal year ended December 31, [removed: 2020 (“2021] [added: 2021 (“2022] Proxy Statement”) and is incorporated herein by reference.

Information relating to our executive officers is included on pages [removed: 26] [added: 28] and [removed: 27] [added: 29] of this Annual Report on Form 10-K.

Information relating to our executive officer and director compensation and the compensation committee of our [removed: board] [added: Board] of [removed: directors] [added: Directors] will be in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Information relating to security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions and director independence will be in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will be in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in this Annual Report on Form 10-K beginning at page [removed: 89.][added: 92.]

| | ● | Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] |

| | ● | Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | ● | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | ● | Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | ● | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| [removed: 2.1] [added: 10.39] | ​ | ​ | [removed: [Agreement and Plan of Merger, dated as of September 25, 2016, by] [added: [Second Amended] and [removed: among] [added: Restated] Cboe Global Markets, Inc. (f/k/a CBOE Holdings, [removed: Inc.), CBOE Corporation, CBOE V, LLC and Bats Global Markets, Inc.,] [added: Inc.) Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: September 28, 2016.](http://www.sec.gov/Archives/edgar/data/1374310/000110465916147001/a16-19023_2ex2d1.htm)] [added: May 24, 2016.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000047/ltip.htm)] |

| 3.2 | ​ | ​ | [removed: [Sixth] [added: [Seventh] Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: October 7, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000155837020011408/cboe-20201002xex3d1.htm)] [added: August 5, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000155837021010590/cboe-20210803xex3d1.htm)] |

| [removed: 10.3] [added: 10.4] | ​ | ​ | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of December [removed: 15, 2016,] [added: 21, 2020,] by and among Cboe Global Markets, [removed: Inc. (f/k/a CBOE Holdings, Inc.),] [added: Inc., with] Bank of America, N.A., as [removed: Administrative Agent] [added: administrative agent] and as [removed: Swing Line Lender,] [added: swing line lender,] certain lenders named therein, [removed: Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, Morgan Stanley MUFG Loan Partners, LLC,] [added: BOFA Securities, Inc.,] as [removed: Syndication Agent,] [added: sole lead arranger] and [removed: Citibank, N.A., PNC Bank, National Association] [added: sole bookrunner] and [removed: JPMorgan Chase Bank, N.A., as Co-Documentation Agents,] [added: certain syndication agents named therein,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on December [removed: 20, 2016.](http://www.sec.gov/Archives/edgar/data/1374310/000110465916163031/a16-20070_6ex10d2.htm)] [added: 22, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920138618/tm2039112d1_ex10-1.htm)] |

| [removed: 10.4] [added: 10.3] | ​ | ​ | [Amendment No. [removed: 1] [added: 2] to [added: Term Loan] Credit Agreement, dated as of [removed: May 29, 2020,] [added: June 25, 2021,] by and among Cboe Global Markets, [removed: Inc. (f/k/a CBOE Holdings, Inc.),] [added: Inc.,] Bank of America, N.A., as [removed: Administrative Agent] [added: administrative agent] and [removed: as Swing Line Lender, the lender parties thereto,] [added: initial lender,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: June 3, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920069453/tm2021548d1_ex10-2.htm)] [added: July 1, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921087851/tm2120795d1_ex10-1.htm)] |

| 10.5 | ​ | ​ | [removed: [Amended and Restated Credit] [added: [Facility] Agreement, dated [removed: as of December 21,] [added: July 1,] 2020, by and among [added: European Central Counterparty N.V. as borrower,] Cboe Global Markets, [removed: Inc., with] [added: Inc. as guarantor,] Bank of [removed: America, N.A., as administrative agent and] [added: America Merrill Lynch International Designated Activity Company,] as [removed: swing line] [added: co-ordinator, facility agent,] lender, [removed: certain lenders named therein, BOFA Securities, Inc., as] sole lead arranger and sole [removed: bookrunner] [added: bookrunner, Citibank N.A., as security agent,] and certain [removed: syndication agents] [added: lenders] named [removed: therein,] [added: therein (the “Facility Agreement”),] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: December 22, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920138618/tm2039112d1_ex10-1.htm)] [added: July 1, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920079758/tm2023721d1_ex10-1.htm)] |

| 10.6 | ​ | ​ | [removed: [Facility] [added: [Amendment and Restatement] Agreement, dated July 1, [removed: 2020,] [added: 2021,] by and among European Central Counterparty [removed: N.V. as borrower,] [added: N.V.,] Cboe Global Markets, [removed: Inc.] [added: Inc.,] as guarantor, Bank of America [removed: Merrill Lynch International] [added: Europe] Designated Activity Company, as [removed: co-ordinator,] [added: co-ordinator and] facility [removed: agent, lender, sole lead arranger] [added: agent] and [removed: sole bookrunner,] Citibank N.A., [added: London Branch] as security [removed: agent, and certain lenders named therein,] [added: agent relating to the Facility Agreement,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on July [removed: 1, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920079758/tm2023721d1_ex10-1.htm)] [added: 2, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921088912/tm2120795d2_ex10-1.htm)] |

| [removed: 10.24] [added: 10.25] | ​ | ​ | [Form of Amended and Restated Director Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34774) filed on August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000022/exhbit101-63017.htm) |

| [removed: 10.25] [added: 10.38] | ​ | ​ | [removed: [Employment Agreement, by and between Cboe] [added: [Cboe] Global Markets, Inc. [removed: and Edward Tilly, dated May 16, 2019,] [added: Employee Stock Purchase Plan,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on May [removed: 17, 2019.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837019005183/ex-10d1.htm)] [added: 18, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018004867/ex-10d1.htm)] |

| [removed: 10.27] [added: 10.41] | ​ | ​ | [removed: [Mark S. Hemsley resignation letter dated October 30, 2019,] [added: [Form of Restricted Stock Award Agreement (for Non-employee CDN Directors),] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: November 1, 2019.*](http://www.sec.gov/Archives/edgar/data/1374310/000110465919058982/tm1921538d1_ex10-1.htm)] [added: August 2, 2019.](http://www.sec.gov/Archives/edgar/data/1374310/000155837019006883/ex-10d1.htm)] |

| [removed: 10.28] [added: 10.27] | ​ | ​ | [Offer Letter Agreement for David Howson, dated December 19, 2019, incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-34774) filed on February 22, 2020.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837020001127/ex-10d28.htm) |

| [removed: 10.29] [added: 10.28] | ​ | ​ | [Form of UK Executive Employment Agreement between Bats Global Markets, Inc. and certain executive officers, incorporated by reference to Exhibit 10.16 to Amendment No. 3 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on April 4, 2016.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746916011878/a2228057zex-10_16.htm) |

| [removed: 10.30] [added: 10.29] | ​ | ​ | [Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Executive Retirement Plan, incorporated by reference to Exhibit 10.13 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on August 14, 2009.*](http://www.sec.gov/Archives/edgar/data/1374310/000104746909007769/a2193182zex-10_13.htm) |

| [removed: 10.31] [added: 10.30] | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Executive Retirement Plan, incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34774) filed on February 22, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1013.htm) |

| [removed: 10.32] [added: 10.31] | ​ | ​ | [Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Supplemental Retirement Plan, incorporated by reference to Exhibit 10.14 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on August 14, 2009.*](http://www.sec.gov/Archives/edgar/data/1374310/000104746909007769/a2193182zex-10_14.htm) |

| [removed: 10.33] [added: 10.32] | ​ | ​ | [Amendment No. 1 to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Supplemental Retirement Plan, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34774) filed on November 12, 2010.*](http://www.sec.gov/Archives/edgar/data/1374310/000110465910057704/a10-17708_1ex10d3.htm) |

| [removed: 10.34] [added: 10.33] | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Supplemental Retirement Plan, incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34774) filed on February 22, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1018.htm) |

| [removed: 10.35] [added: 10.34] | ​ | ​ | [Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Deferred Compensation Plan for Officers, incorporated by reference to Exhibit 10.15 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on August 14, 2009.*](http://www.sec.gov/Archives/edgar/data/1374310/000104746909007769/a2193182zex-10_15.htm) |

| [removed: 10.36] [added: 10.35] | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Deferred Compensation Plan for Officers, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34774) filed on February 22, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1016.htm) |

| [removed: 10.37] [added: 10.36] | ​ | ​ | [Cboe Global Markets, Inc. Executive Severance Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on August 2, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018006247/ex-10d1.htm) |

| [removed: 10.38] [added: 10.37] | ​ | ​ | [Cboe Global Markets, Inc. Amended and Restated Executive Severance Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on February 12, 2021.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837021000972/cboe-20210211xex10d1.htm) |

| [removed: 10.45] [added: 10.40] | ​ | ​ | [Form of Restricted Stock Award Agreement [removed: under Bats Global Markets, Inc. 2016 Omnibus Incentive Plan,] [added: (for Non-employee Directors),] incorporated by reference to Exhibit [removed: 10.7] [added: 10.17] to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit107-33117.htm)] [added: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1017-33117.htm)] |