Cboe Global Markets (CBOE) 10-K risk factor changes: FY2022 vs FY2021

| | ● | [removed: economic, political and market conditions;] compliance with legal and regulatory obligations; |

| | ● | our ability to protect our systems and communication networks from security [removed: risks, cybersecurity risks, insider threats] [added: vulnerabilities] and [removed: unauthorized disclosure of confidential information;] [added: breaches;] |

| | ● | our ability to attract and retain skilled management and other [removed: personnel;] [added: personnel, including compensation inflation;] |

| | ● | fluctuations [removed: to] [added: in] currency exchange rates; |

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 [removed: methodology that provides the basis for VIX options and futures.]

In [removed: 2021,] [added: 2022,] approximately [removed: 53.2%] [added: 60.7%] of our net transaction and clearing fees (defined below) were generated by futures and index options, the overwhelming majority of which were [added: generated by our exclusively-licensed products (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).]

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 [removed: things,] [added: things (subsequent to the transitional period applicable to third country benchmark administrators)] prohibits use of benchmarks provided by administrators outside the EU in connection with EU financial [removed: instrument] [added: instruments] unless the administrator is deemed to be subject to an EU equivalent regulatory regime [removed: and] [added: or] the benchmark is [removed: registered] [added: endorsed or recognized] in [removed: an EU member state.][added: the EU.]

| | ● | [removed: concerns over inflation and] wavering institutional or retail confidence levels; |

Further, regulatory and legal [removed: developments] [added: developments, including the new equity market structure proposals,] could also impact our ability to adjust pricing to respond to actions by new or existing [removed: competitors.][added: competitors or may adversely impact the amount of liquidity providers can provide.]

In [removed: 2021,] [added: 2022,] approximately [removed: 64.7%] [added: 68.1%] 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, [added: Cboe Digital Exchange,] CFE, BIDS Trading, [added: NEO,] and MATCHNow, notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at [removed: EuroCCP decreases,] [added: Cboe Clear Europe or Cboe Clear Digital decrease,] we are likely to see a decrease in fees.

These actions, including [removed: the Collins Amendment to Dodd-Frank,] MiFID [removed: II and] [added: II,] MiFIR, [added: and the new equity market structure proposals,] may [added: incentivize trading away from our markets or] cause market participants to reduce trading activity on [added: or routing to] our markets.

If the amount of our trading volume [removed: decreases,] [added: decreases or] the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease.

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

[removed: Such plan is being challenged, but if such] [added: While the] Consolidated Data Plan [removed: were to] [added: order must] be [removed: implemented, it] [added: resubmitted by SEC, the plan] may have a negative impact on the applicable market data revenues that we receive that are generated from such new plan.

The technology upon which we rely, including [removed: those] [added: that] of our service providers, may be vulnerable to security [removed: risks, cybersecurity risks, insider threats, unauthorized disclosure of confidential information, operational disruptions, and other risks and events] [added: vulnerabililities or breaches] that could harm our [removed: business.][added: business and our role in the global marketplace puts us at heightened risk relative to other public companies.]

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, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the [removed: recent escalating tensions along the Russia-Ukraine border,] [added: war between Russia and Ukraine,] natural disasters, human error, criminal insider activity, employee error, power loss, service provider, market participant or third-party disruptions or security breaches and other events that are beyond our control.

Our increased adoption of remote working, [removed: 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.

Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems, which [removed: includes] [added: include] simulations, tabletop exercises, and response readiness tests.

There is substantial competition for qualified and capable [removed: personnel] [added: personnel, particularly] in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers.

[removed: During this great resignation, we] [added: We] have faced increased challenges in retaining and attracting qualified employees.

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

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

| | ● | If OCC, NSCC, DTC, CDS, LCH, [removed: EuroCCP,] [added: Cboe Clear Europe, Cboe Clear Digital,] 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: 2021,] [added: 2022,] approximately [removed: 53.2%] [added: 60.7%] of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. |

| | ● | We are heavily dependent on technology for our markets, including [removed: our data] [added: third-party operation of production] and disaster recovery [added: data] centers, [removed: some of which are housed by third parties, and] [added: as well as] certain communications and networking products and services. If this technology is unavailable, [added: as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent,] and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets. |

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

| | ● | We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC [removed: stops] [added: or its third-party service providers stop] providing services or [removed: provides] [added: provide] inadequate services, we and the other [removed: execution venues] [added: SROs] may [added: not be able to recover costs related to the implementation of CAT,] incur [added: penalties for delays of implementation, incur related litigation and other expenses, or incur] regulatory liability including enforcement action by the SEC or limitations placed upon our markets. In addition, until the SEC approves a funding model that shares the cost of the CAT between the SROs and industry members, the SROs may continue to incur additional significant costs, [removed: including as a result of replacing the plan processor,] or result in not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. [added: See Note 8 (“Credit Losses”) and Note 9 (“Other Assets, Net”) for further information.] |

At December 31, [removed: 2021,] [added: 2022,] there were [removed: 97] [added: 118] TPHs that are clearing members of OCC.

Two clearing members accounted for approximately [removed: 61.5%] [added: 61.3%] of transaction and other fees collected through OCC in [removed: 2021.][added: 2022.]

The next largest clearing member accounted for approximately [removed: 23.5%] [added: 18.2%] of transaction and other fees collected through OCC.

Additionally, the [removed: two] [added: three] largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges.

[removed: An interruption or] malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to [added: experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition and operating results.]

[added: As a result, we could] experience [added: the loss of] a significant [added: number of UK market participants and a significant] reduction in trading activity on our options and futures markets, [removed: each of] which could have a material adverse effect on our business, financial condition and operating results.

[removed: The] [added: A pandemic, such as the] COVID-19 [removed: pandemic] [added: pandemic,] and its effects [added: may] have [removed: had] significant impacts on economies around the world.

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

[removed: The] [added: A pandemic, such as the] COVID-19 [removed: pandemic has had] [added: pandemic, may have] significant impacts on economies around the world.

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

In addition to uncertain expenses and impacts to our business we may incur due to [removed: COVID-19] [added: a pandemic] as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our 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 [removed: COVID-19.][added: such pandemic.]

Further, changes in trading behavior, impacts to trading behavior due to market disruptions, [removed: additional] temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of [removed: COVID-19,] [added: a pandemic,] including a re-occurrence of 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 [removed: adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described herein.]

[removed: We, therefore,] [added: More specifically, we] have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the [added: Philippine Peso, and the Singapore dollar against the U.S. dollar.]

| | ● | economic, political and market conditions; |

| | ● | global expansion of operations; |

| | ● | the impacts of pandemics; |

| | ● | operating a digital asset business, and clearinghouse, including the expected benefits of our Cboe Digital acquisition, cybercrime, changes in digital asset regulation, losses due to digital asset custody, and fluctuations in digital asset prices. |

methodology that provides the basis for VIX options and futures.

| | ● | concerns over inflation levels and recessions; |

This competition has continued due to employee resignations, tighter supply of available labor, compensation inflation, as well as the growth of new asset classes such as the digital asset space.

An interruption or

Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave.

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

In connection with our expanded global operations, we face certain risks inherent in doing business globally.

These risks include:

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

| | ● | difficulties in staffing and associated costs in managing multiple international locations; |

| | ● | general economic, social, and political conditions; |

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

| | ● | reduced protection for intellectual property rights in some countries; |

| | ● | different technology platforms; |

| | ● | language and cultural differences; |

| | ● | potentially adverse tax consequence; and |

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

If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer.

Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses and may require significant management time and effort.

See Note 16 (“Segment Reporting”) for additional information about the Company’s geographic exposure.

See below for additional risks related to our digital asset clearinghouse, Cboe Clear Digital.

Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure.

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adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described herein.

In addition, each of MATCHNow and NEO is a Marketplace Member of, and subject to a regulation services agreement with, the Canadian SRO.

performance of these regulatory functions.

In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition.

These proposals have been noticed for public comment.

If adopted as-is or additional proposals or changes to the existing equity market structure proposals emerge, we could experience market technology changes, incur additional compliance costs, experience negative impacts on our volumes, liquidity, and fees, all of which could have a material adverse effect on our business, financial condition and operating results.

The current deadline for recognition in the UK is December 31, 2024, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each.

continues to evolve.

Additionally, as we continue to integrate the technology, associates, and processes of recent acquisitions, we may not be able to identify additional risks.

Further, the practices we utilize to integrate these acquisitions may not be effective at identifying or monitoring and managing risks related to ongoing integration activities.

Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.

| | ● | the impact of the COVID-19 pandemic, including changes to trading behavior broadly in the market; |

| | ● | 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).

See “Legal Proceedings” for more information.

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.

Our operations outside of the U.S. expose us to currency risk.

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

Moreover, with extended trading

highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities.

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

We have begun to perform

Further, Congress, regulators and some media have been increasingly scrutinizing electronic trading, payment for order flow and other forms of remuneration, and the structure of equity markets in recent years.

The SEC continues to consider various potential market structure changes, which could result in reduced trading volumes, or which could negatively affect our business.

To the extent the SEC adopts regulatory changes, our business, financial condition and operating results could be negatively impacted.

In addition, high frequency trading has been the subject of private litigation and we are party to one such matter.

See Note 23 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”) for more information.

To the extent the SEC adopts additional regulatory changes related to market data and access and capacity, our business, financial condition and operating results could be negatively impacted.

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.

member default.

As a result, we could experience the loss of a significant number of European or UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition and operating results.

If we were required to stop using,

Occurrence of any of the

If such proposals were to become law, they

could have a negative impact on the securities industry and on us by making transactions more costly to market participants, which may impact derivatives trading behavior, reduce trading or clearing and could make our markets less competitive, and they could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.

general corporate purposes.

This planned acquisition is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

functions.

ErisX may be unsuccessful in retaining its key personnel.

The success of ErisX will depend in part on the ability to retain its key employees, while the acquisition is pending and following our acquisition of ErisX.

In addition, if key employees terminate their employment, ErisX’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating ErisX to hiring suitable replacements, all of which may cause ErisX’s business to suffer.

In addition, hiring qualified and experienced personnel in this specialized technology space is difficult due to the high level of competition and scarcity of experience.

We and ErisX may have difficulty finding, hiring and integrating qualified employees to fill positions following the acquisition.

If any

The trading, clearance, and settlement of digital asset transactions may be subject to the federal securities laws and regulated by the SEC if the asset is considered a security.

Regulatory or other legislative changes or actions may restrict the use of digital assets in a manner that adversely affects ErisX’s business, prospects or operations and, consequently, our potential investment in ErisX.

Regulatory or other legislative changes or actions may impact the ability of ErisX to continue to operate, and such actions could affect the ability of ErisX to continue as a going concern.

Federal or state regulators or legislators may also take regulatory or legislative action that may increase the cost and/or subject companies to additional regulations and laws regarding custody or facilitating the trading of digital assets.

We and ErisX currently maintain policies and procedures designed to reasonably help ensure compliance with applicable laws and regulations, but there can be no assurance that our or ErisX’s employees, contractors, or agents will not violate such laws and regulations.

_A detailed comparison of the Company’s [removed: 2020] [added: 2021] operating results to its [removed: 2019] [added: 2020] 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: 2020] [added: 2021] Annual Report on Form 10-K filed February [removed: 19, 2021] [added: 18, 2022] at_ _www.sec.gov__._

| | ● | Results of Operations – Includes an analysis of the Company’s [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] financial results and a discussion of any known events or trends which are likely to impact future results. |

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

The Company is committed to operating a trusted, inclusive global marketplace, [added: 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, [removed: derivatives and] [added: derivatives,] FX, [added: and digital assets,] across North America, Europe, and Asia Pacific.

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 [removed: EuroCCP,] [added: Cboe Clear Europe (rebranded from EuroCCP in November of 2022),] a leading pan-European equities and derivatives clearinghouse, BIDS Trading, a leading block-trading ATS by volume in the U.S., [removed: MATCHNow,] [added: MATCHNow (operating as TriAct Canada Marketplace LP),] a leading equities ATS in Canada, [removed: and] 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 Amsterdam, Belfast, [removed: Calgary,] Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo and Toronto.

On [removed: October 20,] [added: November 15,] 2021, the Company announced it entered into a definitive agreement to acquire [removed: Eris Digital Holdings, LLC (“ErisX”).][added: NEO.]

[removed: ErisX] [added: Cboe Digital] operates a [removed: U.S.-based] [added: U.S. based] digital asset spot market, a regulated futures [removed: exchange] [added: exchange,] and a regulated clearinghouse.

Ownership of [removed: ErisX presents a unique opportunity for] [added: Cboe Digital allows] 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.

[removed: Planned acquisition] [added: Acquisition] of NEO

On [removed: November 15,] [added: October 20,] 2021, the Company announced it entered into a definitive agreement to acquire [removed: Aequitas Innovations, Inc. (“NEO”).][added: ErisX, which was subsequently rebranded Cboe Digital.]

NEO is a fintech organization that is comprised of a fully registered [removed: Tier-1] Canadian securities exchange with a diverse product and services set ranging from corporate listings to cash [removed: equity trading.][added: equities trading and a non-listed securities distribution platform.]

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

Segment performance is primarily [added: evaluated] based on operating income (loss).

The Company has aggregated all of its corporate [removed: costs and eliminations,] [added: costs,] as well as other business ventures, within [added: the] Corporate Items and [removed: Eliminations;][added: Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.]

These options are eligible to [removed: trade] [added: trade, as applicable,] on Cboe Options, C2, BZX, EDGX, [removed: and] [added: and/or] other U.S. national security exchanges.

The Options segment also includes applicable market data [removed: revenue] [added: fees] generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services.

North American 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 BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform, and Canadian equities and other transaction services that occur on or through the MATCHNow [removed: ATS.][added: ATS, and NEO, as of the June 1, 2022 acquisition.]

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

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

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

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

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

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

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

| | ● | trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities and ETPs in Europe, volumes in listed equity options, [added: volumes in digital assets,] and volumes in institutional FX trading; |

| | ● | the demand for and pricing structure of the U.S. tape plan market data distributed by the [removed: Securities Information Processors (“SIPs”),] [added: SIPs,] which determines the pool size of the industry market data [removed: revenue] [added: fees] we receive based on our market share; |

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

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

Inflationary increases in our expenses, such as compensation inflation, [added: and increased costs related to CAT] may have an adverse effect on our financial results.

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

[removed: Other Revenue][added: Revenue]

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,] [added: Europe Equities and Derivatives, and Cboe Digital,] as cost of revenue.

Also included within routing and clearing are 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 [removed: EuroCCP.][added: Cboe Clear Europe and Cboe Clear Digital.]

Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and [removed: EDGA)] [added: EDGA as well as CFE to the extent that CFE offers trading in security futures products)] are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals.

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

[removed: This category also] includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Streaming Market Indices (“CSMI”).

[removed: Other] [added: Royalty Fees and Other] Cost of Revenues

Acquisition-related costs relate to acquisitions and other strategic [removed: opportunities, including the Merger.][added: opportunities.]

On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

On June 1, 2022, Cboe completed its acquisition of NEO Exchange Inc. (“NEO”), which is a recognized Canadian securities exchange.

Acquisition of Cboe Digital

The transaction closed on May 2, 2022.

With ownership of NEO, the Company expects to further grow Canada as a hub for global equities trading and listings.

The transaction closed on June 1, 2022.

The Company previously operated five reportable business segments prior to the quarter ended June 30, 2022.

As a result of the Cboe Digital acquisition during the quarter ended June 30, 2022, the Company operates six reportable segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision-maker reviews and operates the business, as discussed in Note 1 (“Nature of Operations”).

The Company’s chief operating decision-maker does not use segment-level assets or income and expenses below operating income (loss) as key performance metrics; therefore, such information is not presented below.

Europe, a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols.

Digital. The Digital segment includes Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, and Cboe Clear Digital, a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services.

Beginning in the first quarter of 2022, the Company updated the financial statement captions within its consolidated statements of income to better reflect the Company’s diversified products, expansive geographical reach, and overall business strategy.

The changes do not have a financial impact on the Company’s reported revenue, revenues less cost of revenues, reported net income, or cash flows from operations.

The components of revenues which include the above changes are described below:

Cash and Spot Markets

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

Data and Access Solutions

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

Derivatives Markets

Includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments.

This category also

Goodwill Impairment

Goodwill impairment consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value.

See Note 12 (“Debt”) for additional information regarding the PPP.

| Organic net revenue (1) | ​ | $ | 1,713.0 | ​ | $ | 1,476.1 | ​ | $ | 236.9 | ​ | 16 | % |

| EBITDA (2) | ​ | $ | 655.2 | ​ | $ | 969.2 | ​ | $ | (314.0) | | (32) | % |

| ​ | 2022 | | ​ | 2021 | | ​ |

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

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

| ​ | ​ | 2022 | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) allocated to common stockholders | ​ | $ | 478.1 | ​ | $ | 125.9 | ​ | $ | 22.8 | ​ | $ | 12.8 | ​ | $ | 9.1 | ​ | $ | (369.7) | ​ | $ | (44.9) | ​ | $ | 234.1 |

| Interest expense (income), net | ​ | | — | ​ | | (0.4) | ​ | | 8.0 | ​ | | — | ​ | | (0.4) | ​ | | — | ​ | | 49.2 | ​ | | 56.4 |

| Income tax provision (benefit) | ​ | | 260.7 | ​ | | 20.5 | ​ | | 6.8 | ​ | | 42.4 | ​ | | 0.1 | ​ | | (119.0) | ​ | | (13.6) | ​ | | 197.9 |

| Depreciation and amortization | ​ | | 26.5 | ​ | | 74.1 | ​ | | 37.0 | ​ | | 2.6 | ​ | | 21.9 | ​ | | 4.7 | ​ | | — | ​ | | 166.8 |

| EBITDA | ​ | | 765.3 | ​ | | 220.1 | ​ | | 74.6 | ​ | | 57.8 | ​ | | 30.7 | ​ | | (484.0) | ​ | | (9.3) | ​ | | 655.2 |

| Acquisition-related costs | ​ | | — | ​ | | 3.9 | ​ | | 3.6 | ​ | | — | ​ | | — | ​ | | 9.5 | ​ | | 2.9 | ​ | | 19.9 |

| Impairment of investment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.6 | ​ | ​ | 10.6 |

| Loan forgiveness | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1.3) | ​ | ​ | — | ​ | ​ | (1.3) |

| Gain on investment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (7.5) | ​ | ​ | (7.5) |

| Goodwill impairment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 460.9 | ​ | ​ | — | ​ | ​ | 460.9 |

Acquisition of BIDS Holdings

On December 31, 2020, the Company completed the acquisition of BIDS Holdings, which is included in the Company’s North American Equities segment.

BIDS Holdings owns BIDS Trading, a registered broker-dealer and the operator of the BIDS 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.

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.

BIDS Trading’s proven 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 geographies beyond the U.S.

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

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

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.

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

Our management allocates resources, assesses performance and manages our business according to these segments:

We continue to closely monitor developments around COVID-19 and follow guidance provided by governmental and public health agencies.

In response to COVID-19, we have provided frequent communications to employees, customers, regulators, critical vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers and instructed non-essential employees to work from home on a temporary basis, implemented travel restrictions, and temporarily suspended open outcry trading between March 13, 2020 and June 14, 2020, without any known significant disruptions to our business or control processes.

We expect to continue to take further actions as necessary in response to addressing COVID-19.

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 cannot be accurately predicted and are uncertain.

Further, changes in trading behavior, additional suspensions of open outcry trading, market disruptions and other future developments caused by the effects of COVID-19 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 for fiscal year 2021 and could be material during any future period impacted either directly or indirectly by this pandemic.

Transaction and Clearing Fees

Transaction fees represent fees charged by the Company for the performance obligation of executing a trade on its markets.

These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis.

Transaction fees are recognized across all segments.

Clearing fees, which include settlement fees, are charged by the Company for transactions cleared and settled by EuroCCP.

Clearing fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis.

Transaction and clearing fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules.

Access and Capacity Fees

Access and capacity fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality across all segments, terminal and other equipment rights, maintenance services, trading floor space and telecommunications services.

Facilities, systems services and other fees are generally monthly fee-based.

These fees are billed monthly in accordance with the Company’s published fee schedules and recognized on a monthly basis when the performance obligation is met.

All access and capacity fees associated with the trading floor are recognized in the Options segment.

There is no remaining performance obligation after revenue is recognized.

Market Data Fees

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, [removed: Singapore dollar, Hong Kong dollar,] Euro, Australian dollar, and Japanese Yen.

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

For the year ended December 31, [removed: 2021,] [added: 2022,] our exposure to foreign-denominated revenues [added: less cost of revenues] and expenses is presented by primary foreign currency in the following table (in millions, except percentages):

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

| ​ | [added: ​ |] British | | ​ | ​ | ​ | | ​ | ​ | Australian | | ​ |

| ​ | [added: ​ |] Pounds (1) | | ​ | ​ | Euros (1) | | ​ | ​ | Dollars (1) | | ​ |

| Foreign denominated % of: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

| Impact of 10% adverse currency fluctuation on: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

[removed: Fluctuations in currency exchange rates may create volatility in our] reported results as we are required to translate foreign currency reported statements of financial condition and operational results into U.S. dollars for consolidated reporting.

Our primary exposure to this equity risk as of December 31, [removed: 2021] [added: 2022] is presented by foreign currency in the following table (in millions):

| Impact on consolidated equity of a 10% adverse currency fluctuation | | ​ | [removed: 65.7] [added: 58.0] | ​ | ​ | [removed: 10.1] [added: 14.6] | ​ | ​ | [removed: 15.2] [added: 40.2] |

| (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: 2021.] [added: 2022.] |

All transactions occurring on our platform occur bilaterally between [removed: two banks or prime brokers as counterparties to the trade.]

[removed: As a result of the acquisition of EuroCCP on July 1, 2020, the] [added: The] Company is exposed to further credit risk through our clearing operations.

[removed: EuroCCP] [added: Cboe Clear Europe] holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks.

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our cash and cash equivalents and financial investments were [removed: $379.0] [added: $524.4] million and [removed: $337.8] [added: $379.0] million, respectively, of which [removed: $185.9] [added: $226.1] million and [removed: $128.0] [added: $185.9] million is held outside of the United States in various foreign subsidiaries in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1,299.3] [added: $1,742.0] million in outstanding debt, of which [removed: $1,139.9] [added: $1,437.3] million relates to our Senior Notes, which bear interest at fixed interest rates.

[removed: The remaining amounts outstanding of $159.5] [added: $304.7] million [added: of the outstanding debt] 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: 2021] [added: 2022] would decrease annual pre-tax earnings by [removed: $1.6] [added: $3.0] million, assuming no change in the composition of our outstanding indebtedness.

We are also exposed to changes in interest rates as a result of borrowings under our Revolving Credit Agreement and the [removed: EuroCCP] [added: Cboe Clear Europe] Credit Facility, as these facilities bear interest at fluctuating rates.

As of December 31, [removed: 2021,] [added: 2022,] there were no outstanding borrowings under our Revolving Credit [removed: agreement and no outstanding borrowings under the EuroCCP] [added: Agreement or Cboe Clear Europe] Credit [removed: Facility.][added: Facility, respectively.]

We are exposed to liquidity risk under certain circumstances in relation to the cross-acceleration and cross-default provisions within the Term Loan Agreement and the Revolving Credit Agreement as a result of the Company, as guarantor, entering into the [removed: EuroCCP] [added: Cboe Clear Europe] Credit Facility.

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

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

| ​ | ​ | December 31, 2022 | | | | | | | | | | ​ |

| Revenues less cost of revenues | ​ | ​ | 3.4 | % | ​ | ​ | 3.7 | % | ​ | ​ | 1.6 | % |

| Operating expenses | ​ | ​ | 2.5 | % | ​ | ​ | 4.3 | % | ​ | ​ | 2.6 | % |

| Revenues less cost of revenues | ​ | $ | 6.2 | ​ | ​ | $ | 6.3 | ​ | ​ | $ | 2.4 | ​ |

| Operating expenses | ​ | ​ | 3.2 | ​ | ​ | ​ | 4.9 | ​ | ​ | ​ | 2.8 | ​ |

Fluctuations in currency exchange rates may create volatility in our

| Net equity investment in Cboe Europe Equities and Derivatives, Cboe Clear Europe, MATCHNow, and NEO | | $ | 579.5 | ​ | $ | 145.8 | ​ | $ | 402.3 |

two banks or prime brokers as counterparties to the trade.

Cboe Digital holds amounts of clearing participant collateral including cash and digital assets, which are held primarily to provide security of capital while minimizing credit risk as well as custody, valuation and market risks.

| | ● | Credit Risk - The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation and related to custodians and settlement banks. Cboe Clear Europe attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health. To cover potential loss to Cboe Clear Europe in the event of a clearing participant default, collateral is required from clearing participants. Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle. To help mitigate this risk, a fail fee is charged to discourage late settlements. This fee covers Cboe Clear Europe’s costs but also acts as a deterrent as required by Regulation (EU) No 236/2012 on short selling, together with certain aspects of credit default swaps. Cboe Clear Digital sets minimum financial requirements on custodian institutions and any clearing member that may expose the clearinghouse to credit risk. The financial strength of custodians and such clearing members are monitored routinely. Furthermore, Cboe Digital requires clearing members to post collateral or other forms of financial guarantee and their trading activities are subject to pre-trade checks enforced by Cboe Digital Exchange and administered by Cboe Clear Digital. As of December 31, 2022, Cboe Digital does not expect a material loss concerning credit risk on any member participant, custodian, or settlement bank. |

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

| | ● | Liquidity Risk - Liquidity risk is the risk Cboe Clear Europe may not be able to meet its payment obligations in the right currency, in the right place and at the right time. To help mitigate this risk, Cboe Clear Europe monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks. Liquidity is mainly required for securities settlement. The payment and settlement obligations generally stem from the function of Cboe Clear Europe as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later. During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity. If counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises. The overnight liquidity is typically very short term, and is usually limited to a few days. |

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

| | ● | Custody Risk – Cboe Digital holds customer’s digital clearing assets custodially through self-custody and it’s accounts with custodians. Cboe Digital’s custody strategy is designed to maximize liquidity and efficient access to assets by making those assets readily available. Cboe Digital monitors its cash and the digital asset balances it maintains with custodians. Digital assets require control of one or more unique public and private keys relating to the local or online digital wallet in which the digital assets are held. The networks require one or more private keys relating to a digital wallet to authorize a spending transaction. If private keys are lost or destroyed, this could prevent the ability to transfer the corresponding digital asset. Security breaches, computer malware, and computer hacking attacks have been a prevalent concern in digital asset markets. Cboe Digital has committed to securely store digital assets it holds on behalf of users. As such, Cboe Digital may be liable to its users for losses arising from theft or loss of user private keys. Cboe Digital has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it has established security around custodial private keys to minimize the risk of theft or loss. |

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

| | ● | Valuation Risk - Cboe Digital is exposed to risk with respect to digital asset prices and valuations which are largely based on the supply and demand for those digital assets in financial markets. Cboe Digital’s valuation |

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

| | | governance framework includes numerous controls and other procedural safeguards that are intended to maximize the quality of fair value measurements. New products and valuation techniques are reviewed and approved by senior management. Cboe Digital’s valuation process for digital assets are fair value estimates that are also validated by the finance control function independently. Independent price verification is performed by finance control through benchmarking fair value estimates with observable market prices or other independent sources. Reasonably designed controls and governance framework are in place and are intended to help ensure quality third-party pricing sources were used. |

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

| | ● | Market Risk - Cboe Clear Europe is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss. To help mitigate market risk, Cboe Clear Europe collects collateral from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions. Adverse movements in exchange rates affecting the value of obligations and collateral are factored into the calculation of the amount of collateral to be collected. To help ensure an orderly market, Cboe Digital maintains digital assets to support its clearing operations which may be subject to significant changes in value and therefore exposed to market risk with the fluctuation in market prices. Cboe Digital monitors this risk on a daily, weekly and monthly basis. The business model is such that Cboe Digital earns digital assets and at times may accumulate positions that are subject to market risk. Customer positions do have market risk based on daily activity and settlement prices. |

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

The overnight Treasury repurchase market underlying SOFR has experienced and may experience disruptions from time to time, which may result in unexpected fluctuations, including potentially higher rates, in SOFR.

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

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

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

| 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 | ​ |

| Net equity investment in Cboe Europe, EuroCCP, and MATCHNow | | $ | 657.0 | ​ | $ | 101.5 | ​ | $ | 151.9 |

- _Credit Risk_ - The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation.

EuroCCP attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health.

To cover potential loss to EuroCCP in the event of a clearing participant default, collateral is required from clearing participants.

Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle.

To help mitigate this risk, a fail fee is charged to discourage late settlements.

This fee covers EuroCCP’s costs but also acts as a deterrent as required by Regulation (EU) No 236/2012 on short selling, together with certain aspects of credit default swaps.

- _Liquidity Risk_ - Liquidity risk is the risk EuroCCP may not be able to meet its payment obligations in the right currency, in the right place and at the right time.

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.

For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks.

Liquidity is mainly required for securities settlement.

The payment and settlement obligations generally stem from the function of EuroCCP as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later.

During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity.

If

counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises.

The overnight liquidity is typically very short term, and is usually limited to a few days.

- _Market Risk_ - EuroCCP is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss.

To help mitigate market risk, EuroCCP collects collateral from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions.

Adverse movements in exchange rates affecting the value of obligations and collateral are factored into the calculation of the amount of collateral to be collected.

_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: 2021.][added: 2022.]

Cboe provides trading solutions and products in multiple asset classes, including equities, [removed: derivatives and] [added: derivatives,] FX, [added: and digital assets,] across North America, Europe, and Asia Pacific.

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 [removed: EuroCCP,] [added: Cboe Clear Europe (rebranded from EuroCCP in November of 2022),] a leading pan-European equities and derivatives clearinghouse, BIDS Trading, a leading block-trading ATS by volume in the U.S., [removed: MATCHNow,] [added: MATCHNow (operating as TriAct Canada Marketplace LP),] a leading equities ATS in Canada, Cboe Australia, an operator of trading venues in Australia, and Cboe Japan, an operator of trading venues in Japan.

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

Cboe [removed: Global Markets] reports on the following [removed: five] [added: six] business segments:

| | ● | Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”), and 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 are eligible to [removed: trade] [added: trade, as applicable,] on Cboe Options, C2, BZX, EDGX, [removed: and] [added: and/or] other U.S. national security exchanges. Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services. |

| | ● | North American Equities. The North American Equities segment includes [removed: listed] U.S. equities [removed: and ETP] transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform, and Canadian equities and other transaction services that occur on or through the MATCHNow [removed: ATS.] [added: ATS and, as of the June 1, 2022, NEO.] The North American Equities segment also includes ETP [added: and corporate] listings on [added: NEO, ETP listings on] BZX, the Cboe Global Markets, Inc. common stock listing, [added: and] applicable market data [added: and related] revenue generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. |

| | ● | Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, exchange-traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe [removed: NL)] [added: NL equities exchanges)] and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of [removed: EuroCCP,] [added: Cboe Clear Europe,] as well as the equities transaction services of Cboe Australia and Cboe Japan, [removed: each] operators of trading venues in Australia and [removed: Japan.] [added: Japan, respectively.] 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 [removed: platform,] [added: platform] in September 2021. The segment was subsequently updated to Europe and Asia Pacific to reflect the acquisition of [removed: Chi-X] [added: Cboe] Asia Pacific in July 2021. Cboe Europe operates lit and dark books, a periodic auctions book, and [added: Cboe BIDS Europe,] a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols. Cboe NL, launched in October 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. The new Cboe Europe Derivatives venue offers futures and options based on Cboe Europe equity indices. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services. |

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

Cboe is a leading provider of market infrastructure and tradable products across cash and spot markets, [removed: derivative markets] [added: derivatives markets,] and data and access solutions.

[removed: ][added: ]

| | ● | 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 [removed: high] [added: the highest] value markets, and develop indices and products to meet growing environmental, social, and governance (“ESG”) needs. In [removed: 2021,] [added: 2022,] we delivered on this initiative by launching [removed: 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, [added: which are] smaller and simpler options designed for retail [removed: traders.] [added: traders, adding Tuesday and Thursday expirations for SPX Weeklys Options, launching FLEX Micro Options, launching Mini S&P 500 Index (XSP) Options during global trading hours, adding Pan-European market data to Cboe Global Cloud, launching a new, real-time Canadian equities market data offering, and adding volatility-related indices to Cboe’s implied correlation index suite.] |

| | ● | Integrating across ecosystems to increase efficiency and better serve customers. We aim to seamlessly integrate across ecosystems to increase [removed: operating] efficiency and better serve our customers. We leverage industry-leading technology, apply a non-siloed [added: integration] approach [removed: for organic] [added: to expand ecosystems] and [removed: inorganic initiatives] [added: fuel our flywheel] and generate strong free cash flow as we improve operating efficiency. In [removed: 2021,] [added: 2022,] we delivered on this initiative by [removed: integrating EuroCCP and its technology to launch pan-European derivatives in 2021, integrating our acquisition] [added: completing the migration] of [removed: BIDS Trading] [added: MATCHNow to the Cboe technology platform] and [added: launching a new Canadian offering for buy-side direct electronic access trading,] beginning the [removed: integration] [added: operational integrations] of [removed: Chi-X Asia Pacific.] [added: NEO and Cboe Digital into the Cboe corporate organization, and initiating the migrations of Cboe Australia and Cboe Japan to the Cboe technology platform.] |

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

These proprietary products are built [removed: both] through [removed: our in-house research and development staff of] [added: Cboe Labs, a dedicated team centered on] the [removed: Data] [added: creation, development,] and [removed: Access Solutions business] [added: implementation of new ideas] and our strategic relationships and license agreements with index providers, which are both described below in further detail.

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

| | [removed: ●] [added: o] | 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 Cboe Volatility Index (“VIX Index”), and [removed: for the creation of] [added: to create] tradable products on those volatility [removed: indices.] [added: 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 [added: or first] right in the United States to offer listed options on more than two dozen FTSE Russell indices, which represent a diverse group of domestic and global equities with international appeal. Our exclusive license from FTSE Russell is through [added: April 1,] 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 an [removed: exclusive license from] [added: agreement with] MSCI Inc. (“MSCI”) until [removed: April 1,] [added: December 31,] 2031 [added: in which we have the exclusive right] to offer U.S.-listed options on ten of MSCI’s indices including the MSCI [removed: EAFA] [added: EAFE] and MSCI Emerging Markets indices. We use market data from the trading of these options to calculate several versions of BuyWrite and PutWrite strategy indices. |

| | [removed: ●] [added: o] | IHS [removed: Markit.] [added: Markit.] Under our licensing agreement with IHS Markit [removed: Ltd.,] [added: Ltd. (acquired by S&P Global in 2022),] we have the worldwide exclusive license through August [added: 23,] 2023 to offer options and futures on indices [removed: benchmarked] [added: designed] to [removed: a diverse array] [added: reflect values] of U.S. corporate bonds. We currently offer futures on high yield and investment grade corporate bond indices. |

| | [removed: ●] [added: o] | [removed: Dow Jones.] [added: DJI Opco.] We have the exclusive right during standard U.S. trading hours to offer listed options contracts [added: in the United States] on the Dow Jones Industrial Average (“DJIA”) and Dow 10 Index, and non-exclusive rights to offer listed options on several other Dow Jones indices including the Dow Jones Utilities Average and Dow Jones Transportation Average. This licensing arrangement with DJI Opco, LLC [added: (acquired by S&P in 2012)] 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. |

The Data and Access Solutions business consists of [removed: five] [added: three] product groups:

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

| | [removed: ●] [added: o] | Data and Market Analytics. Services include aggregated equity and derivative market statistics, theoretical values, trading indicators, [added: portfolio] and [added: margin risk, scenarios, and] historical data from Cboe’s markets as well [added: as] third-party consolidated data. |

| | [removed: ●] [added: o] | Front-End Platforms. Cboe provides multiple trading solutions and services including Cboe Silexx, LiveVol Pro, FT Options and Trade Alert. |

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

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

For our cash and spot markets, BIDS Trading, the U.S. equities ATS market, which is fully [removed: electronic,] [added: electronic and is an independently managed and operated trading venue, separate from and not integrated with the Exchanges,] utilizes a sponsored access model to provide anonymous executions in NMS stocks.

All orders matched within BIDS Trading are executed at or better than the [added: National Best Bid and Offer (“NBBO”).]

Our subsidiary [removed: EuroCCP,] [added: Cboe Clear Europe,] a European central counterparty (“CCP”), provides post-trade services, including clearing, to stock exchanges, multilateral trading facilities and for over-the-counter equities trades and derivatives trades.

[removed: EuroCCP] [added: Cboe Clear Europe] acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer.

Additionally, as a critical Financial Market Infrastructure, [removed: EuroCCP] [added: Cboe Clear Europe] is subject to strict business continuity requirements and regulatory oversight.

In 2021, [removed: EuroCCP] [added: Cboe Clear Europe] provided CCP protection for an average of €43 billion of cleared value on a daily basis.

Through the process of netting, in 2021, [removed: EuroCCP] [added: Cboe Clear Europe] eliminated 72%, or €31 billion of the average daily cleared value, leaving an average daily settlement value of €12 billion.

In [removed: 2020, EuroCCP] [added: 2022, Cboe Clear Europe] provided CCP protection for an average of [removed: €41] [added: €48] billion of cleared value on a daily basis.

Through the process of netting, in [removed: 2020, EuroCCP] [added: 2022, Cboe Clear Europe] eliminated [removed: 80%,] [added: 71%,] or [removed: €30] [added: €34] billion of the average daily cleared value, leaving an average daily settlement value of [removed: €11] [added: €14] billion.

Our Canadian equities customers include subscribers of [removed: MATCHNow,] [added: MATCHNow and members of NEO,] which are Canadian registered investment dealers, and certain clients of those dealers.

[added: Similarly, our equities’ customers in Europe are European Union (“EU”)] regulated brokerage and proprietary trading firms, as well as sponsored access clients of these brokerage firms and certain non-EU regulated and unregulated direct access participants.

[removed: EuroCCP] [added: Cboe Clear Europe] clears equities, equity like instruments from 18 European markets and from the United States.

[removed: EuroCCP] [added: Cboe Clear Europe] also clears equity derivative instruments as traded on Cboe NL.

On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

On June 1, 2022, Cboe completed its acquisition of NEO Exchange Inc. (“NEO”), which is a recognized Canadian securities exchange.

| | ● | Digital. The Digital segment includes Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, and Cboe Clear Digital, a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. |

| | ● | 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 2022, we delivered on this initiative by completing our acquisition of NEO, thereby further expanding into Canada, as well as completing our acquisition of Cboe Digital and entering the digital asset space. We have further developed the Cboe Digital platform by syndicating minority equity interests with a group of thirteen firms reflecting a broad array of market participants to help support the growth of the platform. We also accessed untapped addressable markets by launching new equity index products on CEDX and joined the Pyth network to bring equities market data to the blockchain. |

| | ● | S&P Global. We have the following licensing arrangements with S&P Global, Inc. subsidiaries: |

| | ● | Risk and Market Analytics. Services include analytics and historical data with three areas of focus: |

| | o | Connectivity. Services include FIX Order Routing, Trade Drop Copy Network, CAT reporting, and broker connectivity. |

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

Further, NEO, a recognized Canadian securities exchange, which is fully electronic, offers three order books: NEO-L, which provides resting orders with priority over high-frequency orders and combines a maker-taker pricing model with a NEO trader priority; NEO-N, which prioritizes larger resting orders over smaller orders, imposes a speed bump and displays volume aggregate by price, with a taker-maker pricing model; and NEO-D, which allows participants to submit marketable and resting orders with specified parameters and NEO trader priority with size-time priority, with a taker-maker pricing model.

Cboe Digital, which is fully electronic, for our digital asset spot and futures markets, utilizes a price-time priority model.

Cboe operates five listing venues across the globe that are structured and designed, in the U.S. and Canada, for all types of equity instruments, such as ETPs, corporate securities, warrants and depositary receipts, while in the UK and EU they support ETPs only.

In Australia, both ETPs and warrants are supported.

Over the course of 2022, Cboe added approximately 800 listings across the globe and had approximately 1,800 listings for the year ended December 31, 2022.

Cboe Clear Digital is a digital asset clearinghouse and central counterparty that provides clearing and settlement of digital asset trades for its affiliate, Cboe Digital Exchange.

Cboe Clear Digital clears cryptocurrencies from 51 U.S. jurisdictions authorized by license or not subject to licensing.

Since our acquisition of Cboe Digital, Cboe Clear Digital cleared $4 billion in notional volume.

Our digital asset customers in the U.S. include SEC-registered broker-dealers, the customers of those broker-dealers, financial institutions, trading platforms, institutional and individual investors, futures commission merchants, introducing brokers, and professional traders.

Our digital asset spot market, regulated futures exchange, and regulated clearinghouse, compete against other spot trading platforms, futures exchanges, and decentralized trading platforms that offer similar instruments.

Cboe Digital Exchange relies on Cboe Clear Digital to clear digital asset trades.

Digital Assets and Recent Developments

Cboe Digital is an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

As described in further detail below, Cboe Digital does not engage in proprietary trading activities and does not maintain a trading entity.

Cboe Digital does not itself trade digital assets, does not trade on its own exchange, and does not maintain an affiliate trading entity for purposes of trading, market making, or liquidity provision on its exchange.

Cboe Clear Digital maintains its own operating funds in separate bank accounts at separate banking institutions from where it maintains customer accounts.

In addition, customer accounts and institutional accounts are maintained at separate banking institutions.

Each bank account and digital wallet is appropriately titled in accordance with applicable regulatory requirements thus helping to ensure that customer assets are clearly denoted as such.

Cboe Digital takes several steps to isolate the digital assets held for customers from its own assets and to structure customer accounts in a way that reinforces customer ownership of digital assets.

Primarily, Cboe Digital holds customer digital assets separate from its own assets in customer accounts, referred to as wallets, either through a third-party custodian, a licensed trust company, or in separate and distinct wallets managed by Cboe Digital.

Customer digital assets are held in omnibus wallets titled for the benefit of customers of Cboe Digital.

Digital assets of customers (but not those of Cboe Digital) are commingled in the omnibus wallets, and Cboe Digital maintains the records of the amount and type of digital asset owned by each of its customers in omnibus wallets.

Cboe Digital does not commingle its own corporate assets with the customer digital assets in the omnibus wallets, other than corporate assets that are held in omnibus wallets to facilitate customer transactions relating to the digital assets contained in the omnibus wallet, including in order to pay customary transaction fees and expenses.

Because Cboe Digital does not have a trading entity for proprietary or

liquidity trading purposes, Cboe Digital maintains its own digital assets only to facilitate customer trading.

Cboe Digital does not currently pledge, rehypothecate, or invest customer digital assets, although its customer agreements and rulebook permit it to do so in the future.

Additionally, Cboe Digital does not otherwise use customer digital assets for its own corporate or business purposes.

Further, Cboe Digital holds customers’ digital assets custodially through self-custody and its accounts with custodians, such as banks or such other cryptocurrency custodial institutions selected by us to act as custodians.

Cboe Digital’s custody strategy is designed to maximize liquidity and efficient access to assets by making those assets readily available.

Cboe Digital monitors its cash and the digital asset balances it maintains with custodians.

Digital assets require control of one or more unique public and private keys relating to the local or online digital wallet in which the digital assets are held.

The networks require one or more private keys relating to a digital wallet to authorize a spending transaction.

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

| | ● | 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. |

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

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.

NBBO.

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

In 2021, Cboe added 121 ETP listings in the U.S. and won 25% of all new U.S. ETP listings.

There are now 643 ETPs globally listed on Cboe from 84 different issuers.

We offer fully-automated opening, closing and halt reopening auctions for our listed securities, which are designed to maximize the efficiency of the price discovery process.

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

The Japan Securities Clearing Corporation

_Financial Transaction Taxes_

A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but many details remain to be discussed and agreed, including how to assess the tax.

Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates.

Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.

material impact on our 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.

CSDR may result in the introduction of mandatory buy-ins for OTC business in 2022 although recent communications from ESMA and the EU Commission have indicated that the intended implementation date of February 1, 2022 will be postponed pending a further review of those proposals by the EU Commission during 2022.

a consolidated tape for the EU and changes to the transparency regime for equities.

SROs or their parent companies.

_Broker_\-_Dealer_

Through December 31, 2020, the NFA performed regulatory functions on behalf of CFE pursuant to an RSA with CFE.

The RSA has been terminated and, starting January 1, 2021, these regulatory functions were moved in-house from the NFA.

CFE also performs other regulatory and disciplinary-related functions in-house.

The final implementation sub-phase, related to broker-dealer customer and account information submissions by Industry Members, is now scheduled to go live in July 2022 (or by a subsequent date in the event the current deadline is extended).

In addition, on February 14, 2021, Consolidated Audit Trail, LLC, formed by SRO Plan Participants to implement the CAT requirements, filed motions to stay all or portions of two exemptive orders the SEC issued on December 16, 2020 related to the implementation of the CAT.

On April 7, 2021, the D.C. Circuit ordered the case to remain in abeyance, directed the filing of status reports every 60 days and ordered the parties “to file motions to govern future proceedings within 30 days after the discussions between the parties and the agency proceedings are completed.”

The Cboe Women’s Initiative works toward its mission: _to increase representation, strengthen voices, and build a culture of opportunity and advancement for the women of Cboe_.

The Women’s Initiative is led by an associate board and engages women throughout the Company on a variety of programs.

More specifically, the Women’s Initiative is comprised of three committees that target areas where its membership strives to promote change, such as networking events, building a formal mentorship program and an advocacy group aimed at gathering input on topics of importance for its membership.

This outreach helps shape the planning and focus for the Initiative.

Networking events include the “Trailblazers” events where senior women share their success stories through personal accounts of career growth and impact and speakers on Male Allyship in the workplace.

In its first year, the mentorship program paired over 45 mentors with mentees across the Company.

We are also proud to share that Cboe recently formed an employee Diversity Leadership Council in 2020 focused on unlocking the potential of a variety of perspectives, capabilities and cultural experiences.

We believe in a culture of diversity and inclusion that promotes creativity, collaboration and innovation, which is critical to the success of our business and defining the markets of tomorrow.

To reinforce this belief, this council is a collective voice on how Cboe strives to create a diverse workforce that reflects the world in which we operate.

Further, they are charged with oversight on how we build an inclusive culture where every employee feels welcome, safe and empowered.

In 2021, we also created a new DEI leadership position within our human resources organization to be accountable for helping to establish the strategy and execution of our DEI approach to attract develop and retain top diverse talent while fostering a community of belonging and inclusion.

To reinforce our commitment to organizational wide education and commitment to diversity and inclusion we provided a full-day Unconscious Bias training through third-party experts for all managers around the globe in 2020 with the commitment to continue the rollout of this program for all employees.

In addition, in 2021, we launched Cboe Empowers and Cboe’s Veterans Initiative.

_CT Plan Order (Continuation of Consolidated Data Plans Proceeding)_

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.

On June 29, 2020, the Company filed a Petition for Review (“PFR”) with the Court of Appeals for the D.C. Circuit Court (“D.C. Circuit) challenging the Consolidated Data Plan Order.

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 new CT Plan 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 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 applicable market data revenues that we receive that are generated from such new plan.

_Market Data Infrastructure Final Rule_

On December 9, 2020, the SEC issued a Market Data Infrastructure Final 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 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.

On February 5, 2021, the Company filed a Petition for Review (the “2/5 PFR”) with the Court of Appeals for the D.C. Circuit challenging the Final Order.

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.

The implementation of the 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

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.

The Company intends to litigate the matter vigorously.

Washington, [removed: DC] [added: D.C.] 20549

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $10.4] [added: $11.7] billion based on the closing price of [removed: $119.05] [added: $113.19] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 11, 2022] [added: 10, 2023] was [removed: 106,602,177] [added: 105,742,628] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated by reference in Part III.

| [Item 1A.](#Item1ARiskFactors) | | [Risk Factors](#Item1ARiskFactors) | [removed: 30] [added: 34] |

| [Item 1B.](#Item1BUnresolvedStaffComments_497585) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_497585) | [removed: 52] [added: 59] |

| [Item 2.](#Item2Properties_26633) | | [Properties](#Item2Properties_26633) | [removed: 53] [added: 59] |

| [Item 3.](#Item3LegalProceedings_399160) | | [Legal Proceedings](#Item3LegalProceedings_399160) | [removed: 54] [added: 60] |

| [Item 4.](#Item4MineSafetyDisclosures_10202) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_10202) | [removed: 55] [added: 60] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_14) | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_14) | [removed: 55] [added: 61] |

| [Item 7.](#Item7MangamentsDiscussionandAnalysis_301) | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#Item7MangamentsDiscussionandAnalysis_301) | [removed: 58] [added: 64] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 87] [added: 95] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 91] [added: 99] |

| [Item 9.](#Item9ChangesinDisagreementswithAccountan) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinDisagreementswithAccountan) | [removed: 139] [added: 154] |

| [Item 9A.](#Item9AControlsandProcedures_932099) | | [Controls and Procedures](#Item9AControlsandProcedures_932099) | [removed: 139] [added: 154] |

| [Item 9B.](#Item9BOtherInformation_923882) | | [Other Information](#Item9BOtherInformation_923882) | [removed: 139] [added: 154] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 139] [added: 154] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_470329) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_470329) | [removed: 140] [added: 155] |

| [Item 11.](#Item11ExecutiveCompensation_846147) | | [Executive Compensation](#Item11ExecutiveCompensation_846147) | [removed: 140] [added: 155] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 140] [added: 155] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 140] [added: 155] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 140] [added: 155] |

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 141] [added: 156] |

| [Item 16.](#Item16Form10KSummary_266369) | ​ | [Form 10-K Summary](#Item16Form10KSummary_266369) | [removed: 146] [added: 162] |

| | ● | [removed: “Chi-X] [added: “Cboe] Asia Pacific” refers to [added: Cboe Asia Pacific Holdings Limited (formerly known as] Chi-X Asia Pacific [removed: Holdings, Limited,] [added: Holdings Limited),] a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | [removed: “EuroCCP”] [added: “Cboe Clear Europe”] refers to [added: Cboe Clear Europe (formerly known as] European Central Counterparty [removed: N.V.,] [added: N.V, formerly defined as “EuroCCP”),] a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “NEO” refers to Aequitas Innovations, [added: Inc, a wholly-owned subsidiary of Cboe Global Markets,] Inc. |

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

[removed: We] [added: Please] refer [removed: you] to the “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and our other filings with the SEC.

In particular, you should consider the risks and uncertainties described under "Risk Factors" in this Annual [removed: Report.][added: Report and other filings with the SEC.]

| | ● | our ability to protect our systems and communication networks from security [removed: risks, cybersecurity risks, insider threats] [added: vulnerabilities] and [removed: unauthorized disclosure of confidential information;] [added: breaches;] |

| | ● | our ability to attract and retain skilled management and other [removed: personnel;] [added: personnel, including compensation inflation;] |

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

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

2022 FORM 10-K

| | ● | “Cboe Clear Digital” refers to Cboe Clear Digital (formerly known as Eris Clearing), a regulated clearinghouse and component of Digital segment. |

| | ● | “Cboe Digital” refers to Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries. Prior to rebranding under the Cboe Digital name, Eris Digital Holdings, LLC and its subsidiaries operated under the “ErisX” name. |

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

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

| | ● | global expansion of operations; |

| | ● | the impacts of pandemics; |

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

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

| | ● | operating a digital asset business, and clearinghouse, including the expected benefits of our Cboe Digital acquisition, cybercrime, changes in digital asset regulation, losses due to digital asset custody, and fluctuations in digital asset prices. |

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

2021 FORM 10-K

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

| | ● | fluctuations to currency exchange rates; |

| | ● | the impact of the novel coronavirus (“COVID-19”) pandemic, including changes to trading behavior broadly in the market; |

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

​

Our principal properties as of December 31, [removed: 2021] [added: 2022] are listed in the table below:

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

| 141 W. Jackson Boulevard, Chicago, Illinois | ​ | [removed: Planned new] [added: New] trading floor and office space | ​ | Leased | ​ | October 2032 | ​ | 40,000 sq. ft. |

| | ​ | ​ | | | | ​ | ​ | |

| Gustav Mahlerplein 73-83, Amsterdam, Netherlands | ​ | Office space | ​ | Leased | ​ | January 2032 | ​ | 29,500 sq. ft. |

| 111 S. Wacker Drive, Suite 4730, Chicago, IL | ​ | Office space | ​ | Leased | ​ | January 2024 | ​ | 9,500 sq. ft. |

| One Liberty Plaza, New York, New York | ​ | Office space | ​ | Leased | ​ | May 2027 | ​ | 8,500 sq. ft. |

| 65 Queen Street West Toronto, Ontario, Canada | ​ | Office space | ​ | Leased | ​ | June 2028 | ​ | 8,000 sq. ft. |

| 1 Farrer Place, Sydney 2000 Australia | ​ | Office space | ​ | Leased | ​ | December 2026 | ​ | 7,000 sq. ft. |

As a result of the Merger, there was a reduction in employee workspace needed in Chicago, which led to the decision to market for sale the former headquarters location.

The Company classified the associated land, building,

and certain furniture and equipment of the former headquarters location as held for sale, performed an impairment assessment, and ceased depreciation effective May 1, 2019, as the Company anticipated selling the property held for sale in less than twelve months.

However, due to the time elapsed since active marketing for sale of the building commenced, the Company reclassified the property to held and used, effective May 1, 2021, and the building was once again subject to depreciation.

On April 28, 2022, the Company signed a non-binding letter of intent with an entity interested in purchasing the property, though in the quarter ended September 30, 2022, negotiations with this entity were terminated.

The Company has continued discussions with other potential buyers.

At this time the Company has no indications that the property’s classification or carrying value needs to be updated as of December 31, 2022.

The property is subject to depreciation as of December 31, 2022.

| ation | ​ | ​ | | | | ​ | ​ | |

The building is currently classified as held and used.

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.

​

Not applicable.

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

| --- | --- |

Common Stock

The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE.

As of January 31, 2022, there were approximately 123 holders of record of our common stock.

Dividends

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

The Company’s expectation is to continue to pay dividends.

The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant.

Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends.

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

Recent Sales of Unregistered Securities

Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share Repurchase Program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and approved additional authorizations of $100 million in each of 2012, 2013, 2014, 2015 and 2016, $250 million in each of 2018, 2019 and 2020, and $200 million in February 2021, for a total authorization of $1.6 billion.

The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

It does not obligate the Company to make any repurchases at any specific time or situation.

Under the program, for the year ended December 31, 2021, the Company repurchased 822,005 shares of common stock at an average cost per share of $98.82, totaling $81.3 million.

Since inception of the program through December 31, 2021, the Company has repurchased 18,072,129 shares of common stock at an average cost per share of $68.12, totaling $1.2 billion.

As of December 31, 2021, the Company had $318.9 million of availability remaining under its existing share repurchase authorizations.

Purchase of common stock from employees

During the fiscal quarter ended December 31, 2021, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock 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, 2021:

| ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Total number of shares | ​ | Average price paid | |

| Period | ​ | purchased | ​ | per share | |

| 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 | ​ | ​ | ​ |

Stockholder Return Performance Graph

The following graph compares the cumulative total return provided to stockholders on our common stock since 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, 2016, and its performance is tracked on an annual basis through December 31, 2021.

Comparison of Cumulative Total Return of the

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

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

Common Stock

The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE.

As of January 31, 2023, there were approximately 124 holders of record of our common stock.

Dividends

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

The Company’s expectation is to continue to pay dividends.

The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant.

Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends.

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

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share Repurchase Program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $1.6 billion.

The program permits the Company to purchase shares, through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

It does not obligate the Company to make any repurchases at any specific time or situation.

Under the program, for the year ended December 31, 2022, the Company repurchased 876,238 shares of common stock at an average cost per share of $115.20, totaling $100.9 million.

Since inception of the program through December 31, 2022, the Company has repurchased 18,948,367 shares of common stock at an average cost per share of $70.30, totaling $1.3 billion.

As of December 31, 2022, the Company had $217.9 million of availability remaining under its existing share repurchase authorizations.

Purchase of common stock from employees

During the fiscal quarter ended December 31, 2022, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock 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, 2022:

| ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Total number of shares | ​ | Average price paid | |

| Period | ​ | purchased | ​ | per share | |

| October 1 to October 31, 2022 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2022 | ​ | 658 | ​ | ​ | 122.63 |

| December 1 to December 31, 2022 | ​ | — | ​ | ​ | — |

| Total | ​ | 658 | ​ | ​ | 122.63 |

​

​

Stockholder Return Performance Graph

The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2017 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, 2017, and its performance is tracked on an annual basis through December 31, 2022.

Comparison of Cumulative Total Return of the

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

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

| [Reports of Independent Registered Public Accounting [removed: Firms](#REPORTOFINDEPENDENTREGISTERED_227565)] [added: Firm](#REPORTOFINDEPENDENTREGISTERED_227565)] (PCAOB ID [removed: 185 and 34)] [added: 185)] | [removed: 92] [added: 100] |

| [Consolidated Balance [removed: Sheets](#ConsolidatedStatementsofFinancialConditi)] [added: Sheets](#ConsolidatedBalanceSheets_913646)] | [removed: 97] [added: 104] |

| [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_610291) | [removed: 98] [added: 105] |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | [removed: 99] [added: 106] |

| [Consolidated Statements of Changes in Stockholders’ Equity](#ConsolidatedStatementsofChangesinStockho) | [removed: 100] [added: 107] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_740676) | [removed: 101] [added: 108] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_1) | [removed: 102] [added: 109] |

[removed: Opinion] [added: _Opinion] on the Consolidated Financial [removed: Statements][added: Statements_]

We have audited the accompanying consolidated balance sheets of Cboe Global Markets, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for [added: each of] the years [removed: then ended,] [added: in the three-year period December 31, 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for [added: each of] the years [removed: then ended,] in [added: the three-year period ended December 31, 2022, 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: 2021,] [added: 2022,] 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: 18, 2022] [added: 17, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Basis] [added: _Basis] for [removed: Opinion][added: Opinion_]

[removed: Critical] [added: _Critical] Audit [removed: Matter][added: Matter_]

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

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

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

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

[removed: Basis] [added: _Basis] for [removed: Opinion][added: Opinion_]

[removed: Opinion] [added: _Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting_]

We have audited Cboe Global Markets, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for [added: each of] the years [removed: then ended,] [added: in the three-year period ended December 31, 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion on those consolidated financial statements.

[removed: This] [added: The] acquired [removed: business] [added: businesses] had [added: aggregate] total assets and total stockholders’ equity of [removed: $266.5] [added: $336.4] million and [removed: $242.5] [added: $302.2] million, respectively, and total revenues and revenues less [removed: costs] [added: cost] of revenues of [removed: $17.1] [added: $22.8] million and [removed: $16.7] [added: $12.9] million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: Definition] [added: _Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting_]

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 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 [added: 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: 2021] [added: 2022] and [removed: 2020][added: 2021]

| [removed: ​] [added: ​] | [removed: ​] | [added: 2022 | | |] 2021 | | [removed: ​] | 2020 | | [removed: ​] |

| Cash and cash equivalents | ​ | [removed: $] [added: ​] | [added: 432.7 | ​ | ​ |] 341.9 | ​ | [removed: $] [added: ​] | 245.4 | ​ |

| Financial investments | ​ | ​ | [removed: 37.1] [added: 91.7] | ​ | ​ | [removed: 92.4] [added: 37.1] | ​ |

| Accounts receivable, net of [removed: $1.0] [added: $2.2] allowance for credit losses at December 31, [removed: 2021] [added: 2022] and [removed: $0.6] [added: $1.0] at December 31, [removed: 2020] [added: 2021] | ​ | ​ | [removed: 326.9] [added: 369.8] | ​ | ​ | [removed: 337.3] [added: 326.9] | ​ |

| Margin deposits and clearing funds | ​ | ​ | [removed: 745.9] [added: 543.0] | ​ | ​ | [removed: 812.1] [added: 745.9] | ​ |

| Income taxes receivable | ​ | | [removed: 42.7] [added: 48.3] | ​ | | [removed: 53.1] [added: 42.7] | ​ |

| Other current assets | ​ | | [removed: 36.8] [added: 47.6] | ​ | | [removed: 26.5] [added: 36.8] | ​ |

| Total current assets | ​ | | [removed: 1,531.3] [added: 1,556.0] | ​ | | [removed: 1,566.8] [added: 1,531.3] | ​ |

| Investments | ​ | | [removed: 245.8] [added: 253.2] | ​ | | [removed: 42.7] [added: 245.8] | ​ |

| Land | ​ | ​ | 2.3 | ​ | ​ | [removed: —] [added: 2.3] | ​ |

| Property and equipment, net | ​ | ​ | [removed: 105.2] [added: 108.2] | ​ | ​ | [removed: 82.6] [added: 105.2] | ​ |

| [removed: Property] [added: Impairment of property] held for sale | ​ | [added: | — |] ​ | [added: |] — | ​ | ​ | [removed: 13.0] [added: 8.1] | ​ |

| Operating lease right of use assets | ​ | ​ | [removed: 110.1] [added: 111.7] | ​ | ​ | [removed: 111.0] [added: 110.1] | ​ |

| Goodwill | ​ | ​ | [removed: 3,025.4] [added: 3,122.8] | ​ | ​ | [removed: 2,895.1] [added: 3,025.4] | ​ |

Kansas City, Missouri

February 17, 2023

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, excluded Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries, as well as Aequitas Innovations, Inc. and its subsidiaries, acquired on May 2, 2022 and June 1, 2022, respectively.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries, as well as Aequitas Innovations, Inc. and its subsidiaries.

Kansas City, Missouri

February 17, 2023

| Digital assets - safeguarded assets | ​ | ​ | 22.9 | ​ | ​ | — | ​ |

| Digital assets - safeguarded liabilities | ​ | ​ | 22.9 | ​ | ​ | — | ​ |

| Non-current portion of contingent consideration liabilities | ​ | ​ | 15.0 | ​ | ​ | 6.7 | ​ |

| Cash and spot markets | ​ | $ | 1,777.6 | ​ | $ | 1,660.5 | ​ | $ | 1,820.1 | ​ |

| Data and access solutions | ​ | ​ | 497.0 | ​ | ​ | 427.7 | ​ | ​ | 360.5 | ​ |

| Derivatives markets | ​ | | 1,683.9 | ​ | | 1,406.6 | ​ | | 1,246.5 | ​ |

| Royalty fees and other cost of revenues | ​ | | 133.6 | ​ | | 100.6 | ​ | | 83.3 | ​ |

Years ended December 31, 2022, 2021 and 2020

Years ended December 31, 2022, 2021 and 2020

| Retirement of treasury stock | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 85.6 | ​ | ​ | (85.6) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Net income | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 235.0 | ​ | ​ | — | ​ | ​ | 235.0 |

| Other comprehensive loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (86.6) | ​ | ​ | (86.6) |

| Balance at December 31, 2022 | ​ | $ | — | ​ | $ | 1.1 | ​ | $ | (131.0) | ​ | $ | 1,455.1 | ​ | $ | 2,171.1 | ​ | $ | (31.0) | ​ | $ | 3,465.3 |

Years ended December 31, 2022, 2021 and 2020

| Depreciation and amortization | ​ | | 166.8 | ​ | | 167.4 | ​ | | 158.5 | ​ |

| Impairment charge of investment | ​ | | 10.6 | ​ | | — | ​ | ​ | — | ​ |

| Goodwill impairment | ​ | | 460.9 | ​ | | — | ​ | ​ | — | ​ |

| Gain on investment | ​ | ​ | (7.5) | ​ | ​ | — | ​ | ​ | — | ​ |

| Restricted cash and cash equivalents and customer bank deposits (included in margin deposits and clearing funds) | ​ | ​ | (217.5) | ​ | ​ | (66.2) | ​ | ​ | 812.1 | ​ |

| Digital assets - safeguarded assets | ​ | ​ | (22.9) | ​ | ​ | — | ​ | ​ | — | ​ |

| Digital assets - safeguarded liabilities | ​ | ​ | 22.9 | ​ | ​ | — | ​ | ​ | — | ​ |

| Proceeds from investments | ​ | ​ | 1.1 | ​ | ​ | — | ​ | ​ | — | ​ |

| Payments of contingent consideration related to acquisitions | ​ | ​ | (38.7) | ​ | ​ | (9.1) | ​ | ​ | (2.2) | ​ |

| Proceeds from Cboe Digital syndication | ​ | ​ | 1.5 | ​ | ​ | — | ​ | ​ | — | ​ |

| Restricted cash and cash equivalents (included in other current assets) | ​ | ​ | 4.2 | ​ | ​ | 4.4 | ​ | ​ | — | ​ |

| Customer bank deposits (included in margin deposits and clearing funds) | ​ | ​ | 12.7 | ​ | ​ | — | ​ | ​ | — | ​ |

| Financial investments acquired | ​ | ​ | 1.5 | ​ | ​ | — | ​ | ​ | — | ​ |

| Data processing software and other assets acquired | ​ | ​ | 2.0 | ​ | ​ | — | ​ | ​ | — | ​ |

| Operating lease right of use asset acquired | ​ | ​ | 1.2 | ​ | ​ | — | ​ | ​ | — | ​ |

| Operating lease liability - non-current acquired | ​ | ​ | (1.2) | ​ | ​ | — | ​ | ​ | — | ​ |

| Other non-current liabilities acquired | ​ | ​ | (0.4) | ​ | ​ | — | ​ | ​ | — | ​ |

| Supplemental disclosure of noncash financing activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Paycheck Protection Program loan forgiveness | ​ | $ | 1.3 | ​ | $ | — | ​ | $ | — | ​ |

| Cboe Digital investor member revenue asset | ​ | ​ | (19.9) | ​ | ​ | — | ​ | ​ | — | ​ |

Report of Independent Registered Public Accounting Firm

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Chicago, Illinois

February 18, 2022

To the Stockholders and the Board of Directors of Cboe Global Markets, Inc.

Opinion on the Financial Statements

We have audited the consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows of Cboe Global Markets, Inc. and subsidiaries (the "Company") for the 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 results of the Company’s operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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

We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

February 21, 2020

We began serving as the Company’s auditor in 1973.

In 2020 we became the predecessor auditor.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, excluded Chi-X Asia Pacific, acquired with effect from July 1, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Chi-X Asia Pacific.

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| Other revenue | ​ | | 60.6 | ​ | | 40.2 | ​ | | 32.8 | ​ |

| Royalty fees | ​ | | 86.3 | ​ | | 83.4 | ​ | | 86.8 | ​ |

| Other | ​ | ​ | 14.3 | ​ | ​ | (0.1) | ​ | ​ | 0.5 | ​ |

| Net loss attributable redeemable noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.1 | ​ |

| Change in redemption value of redeemable noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.5) | ​ |

| Comprehensive loss attributable to redeemable noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.1 | ​ |

| Comprehensive income excluding redeemable noncontrolling interest | ​ | ​ | 509.6 | ​ | ​ | 505.6 | ​ | ​ | 401.0 | ​ |

| Balance at December 31, 2018 | | $ | — | ​ | $ | 1.2 | ​ | $ | (720.1) | ​ | $ | 2,660.2 | ​ | $ | 1,288.2 | ​ | $ | 11.5 | ​ | $ | 3,241.0 | ​ | $ | 9.4 | ​ |

| Net income excluding noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 374.9 | ​ | ​ | — | ​ | ​ | 374.9 | ​ | ​ | — | ​ |

| Net loss attributable to redeemable noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4.1) | ​ |

| Redemption value adjustment of redeemable noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.5) | ​ | ​ | — | ​ | ​ | (0.5) | ​ | ​ | 0.5 | ​ |

| Deconsolidation of former subsidiary with noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5.8) | ​ |

| Impairment of property held for sale | ​ | | — | ​ | | 8.1 | ​ | ​ | 6.1 | ​ |

| Loss related to deconsolidation of former subsidiary | ​ | | — | ​ | | — | ​ | ​ | 2.0 | ​ |

| Return of capital from investments | ​ | | — | ​ | | — | ​ | ​ | 30.0 | ​ |

| Exercise of common stock options | ​ | | — | ​ | | 0.2 | ​ | ​ | 9.3 | ​ |

| Payment of contingent consideration from acquisition | ​ | ​ | (9.1) | ​ | ​ | (2.2) | ​ | ​ | (4.3) | ​ |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

[removed: This] [added: The] acquired [removed: business] [added: businesses] had aggregate total assets and total stockholders’ equity of [removed: $266.5] [added: $336.4] million and [removed: $242.5] [added: $302.2] million, respectively, and total revenues and revenues less costs of revenues of [removed: $17.1] [added: $22.8] million and [removed: $16.7] [added: $12.9] million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, [removed: 2021.][added: 2022.]

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

No changes occurred in the Company’s internal control over financial reporting during fourth quarter [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report on page [removed: 95.][added: 102.]

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, excluded Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries ("Cboe Digital"), as well as Aequitas Innovations, Inc. and its subsidiaries ("NEO"), acquired on May 2, 2022 and June 1, 2022, respectively.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, excluded Chi-X Asia Pacific, acquired with effect from July 1, 2021.

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: 2022] [added: 2023] Annual Meeting of Stockholders planned to be held on May [removed: 12, 2022,] [added: 11, 2023,] which will be filed within 120 days of the end of our fiscal year ended December 31, [removed: 2021 (“2022] [added: 2022 (“2023] Proxy Statement”) and is incorporated herein by reference.

Information relating to our executive officers is included on pages [removed: 28] [added: 31] and [removed: 29] [added: 32] of this Annual Report on Form 10-K.

Our Code of Business Conduct and Ethics is available on our website at [removed: http://ir.cboe.com/governance.cfm.][added: https://ir.cboe.com/corporate-governance/code-of-business-conduct-and-ethics.]

Information relating to our executive officer and director compensation and the compensation committee of our Board of Directors will be in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions and director independence will be in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will be in the [removed: 2022] [added: 2023] 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: 92.][added: 101.]

| | ● | Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] |

| | ● | Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | ● | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | ● | Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | ● | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| [removed: 4.6] [added: 4.8] | ​ | ​ | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.6 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-4d6.htm) |

| 10.2 | ​ | ​ | [Amendment No. 1 to Term Loan Credit Agreement, dated as of May 29, 2020, by and among Cboe Global Markets, [removed: Inc.,] [added: Inc. and,] Bank of America, N.A., as administrative agent, and the lender parties thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on June 3, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920069453/tm2021548d1_ex10-1.htm) |

| 10.3 | ​ | ​ | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 25, 2021, by and [removed: among] [added: between] Cboe Global Markets, Inc., Bank of America, N.A., as administrative agent and initial lender, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on July 1, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921087851/tm2120795d1_ex10-1.htm) |

| [removed: 10.4] [added: 10.5] | ​ | ​ | [Amended and Restated Credit Agreement, dated as of December 21, 2020, by and among Cboe Global Markets, Inc., with Bank of America, N.A., as administrative agent and as swing line lender, certain lenders named therein, [removed: BOFA] [added: BofA] Securities, Inc., as sole lead arranger and sole bookrunner and certain syndication agents named therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on December 22, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920138618/tm2039112d1_ex10-1.htm) |

| [removed: 10.5] [added: 10.7] | ​ | ​ | [Facility Agreement, dated July 1, 2020, by and among European Central Counterparty N.V. as borrower, Cboe Global Markets, Inc. as guarantor, Bank of America Merrill Lynch International Designated Activity Company, as co-ordinator, facility agent, lender, sole lead arranger and sole bookrunner, Citibank N.A., as security agent, and certain lenders named 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 July 1, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920079758/tm2023721d1_ex10-1.htm) |

| [removed: 10.6] [added: 10.8] | ​ | ​ | [Amendment and Restatement Agreement, dated July 1, 2021, by and among European Central Counterparty N.V., Cboe Global Markets, Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent and Citibank N.A., London Branch as security agent relating to the Facility [removed: Agreement,] [added: Agreement (as amended and restated),] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on July 2, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921088912/tm2120795d2_ex10-1.htm) |

| [removed: 10.7] [added: 10.10] | ​ | ​ | [Restated License Agreement, dated November 1, 1994, by and between Standard & Poor's Financial Services LLC (as successor-in-interest to Standard & Poor's, a division of McGraw-Hill, Inc.) and Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) (the "S&P License Agreement"), incorporated by reference to Exhibit 10.1 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_1.htm) |

| [removed: 10.8] [added: 10.11] | ​ | ​ | [Amendment No. 1 to the S&P License Agreement, dated January 15, 1995, incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_2.htm) |

| [removed: 10.9] [added: 10.12] | ​ | ​ | [Amendment No. 2 to the S&P License Agreement, dated April 1, 1998, incorporated by reference to Exhibit 10.3 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_3.htm) |

| [removed: 10.10] [added: 10.13] | ​ | ​ | [Amendment No. 3 to the S&P License Agreement, dated July 28, 2000, incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_4.htm) |

| [removed: 10.11] [added: 10.14] | ​ | ​ | [Amendment No. 4 to the S&P License Agreement, dated October 27, 2000, incorporated by reference to Exhibit 10.5 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_5.htm) |

| [removed: 10.12] [added: 10.15] | ​ | ​ | [Amendment No. 5 to the S&P License Agreement, dated March 1, 2003, incorporated by reference to Exhibit 10.6 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_6.htm) |

| [removed: 10.13] [added: 10.16] | ​ | ​ | [Amended and Restated Amendment No. 6 to the S&P License Agreement, dated February 24, 2009, incorporated by reference to Exhibit 10.7 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_7.htm) |

| [removed: 10.14] [added: 10.17] | ​ | ​ | [Amended and Restated Amendment No. 7 to the S&P License Agreement, dated February 24, 2009, incorporated by reference to Exhibit 10.8 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_8.htm) |

| [removed: 10.15] [added: 10.18] | ​ | ​ | [Amendment No. 8 to the S&P License Agreement, dated January 9, 2005, incorporated by reference to Exhibit 10.9 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_9.htm) |

| [removed: 10.16] [added: 10.19] | ​ | ​ | [Amendment No. 10 to the S&P License Agreement, dated June 19, 2009, incorporated by reference to Exhibit 10.10 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_10.htm) |

| [removed: 10.17] [added: 10.20] | ​ | ​ | [Amendment No. 11 to the S&P License Agreement, dated as of April 29, 2010, incorporated by reference to Exhibit 10 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on May 11, 2010.](http://www.sec.gov/Archives/edgar/data/1374310/000110465910027664/a10-9933_1ex10.htm) |

| [removed: 10.18] [added: 10.21] | ​ | ​ | [Amendment No. 12 to the S&P License Agreement, dated March 9, 2013, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on May 7, 2013. +](http://www.sec.gov/Archives/edgar/data/1374310/000137431013000030/spcboeamendment12-executio.htm) |

| [removed: 10.19] [added: 10.22] | ​ | ​ | [Amendment No. 13 to the S&P License Agreement, dated as of December 21, 2017, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on December 22, 2017.+](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000041/amendmentno13no2.htm) |

| [removed: 10.20] [added: 10.23] | ​ | ​ | [Amendment No. 14 to the S&P License Agreement, dated December 20, 2018, incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-34774) filed on February 22, 2019.](http://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex10174405e.htm) |

| [removed: 10.21] [added: 10.24] | ​ | ​ | [Amendment No. 15 to the S&P License Agreement, dated January 25, 2019, incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-34774) filed on February 22, 2019.](http://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1018e28f2.htm) |

| [removed: 10.22] [added: 10.25] | ​ | ​ | [Amendment No. 16 to the S&P License Agreement, made as of April 1, 2020, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on July 31, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000155837020008849/cboe-20200630xex10d4.htm) |

| [removed: 10.23] [added: 10.26] | ​ | ​ | [Amendment No. 17 to the S&P License Agreement, made as of August 1, 2020, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on October 30, 2020. +](https://www.sec.gov/Archives/edgar/data/1374310/000155837020012101/cboe-20200930xex10d1.htm) |

| [removed: 10.24] [added: 10.27] | ​ | ​ | [Amendment No. 18 to the S&P License Agreement, made as of October 26, 2021, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on October 29, 2021.+](https://www.sec.gov/Archives/edgar/data/1374310/000155837021013795/cboe-20210930xex10d1.htm) |

| [removed: 10.25] [added: 10.32] | ​ | ​ | [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: 10.26] [added: 10.33] | ​ | ​ | [Employment Agreement, by and between Cboe Global Markets, Inc. and Edward Tilly, dated February 11, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on February 14, 2020.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837020000839/ex-10d1.htm) |

| [removed: 10.27] [added: 10.35] | ​ | ​ | [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: 10.28] [added: 10.36] | ​ | ​ | [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: 10.29] [added: 10.39] | ​ | ​ | [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: 10.30] [added: 10.40] | ​ | ​ | [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: 10.31] [added: 10.42] | ​ | ​ | [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: 10.32] [added: 10.43] | ​ | ​ | [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: 10.33] [added: 10.44] | ​ | ​ | [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: 10.34] [added: 10.46] | ​ | ​ | [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) |

| 4.6 | ​ | ​ | [Officers’ Certificate, dated as of March 16, 2022, establishing the 3.000% Senior Notes due 2032 of Cboe Global Markets, Inc., incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 16, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922034520/tm229342d1_ex4-2.htm) |

| 4.7 | ​ | ​ | [Form of 3.000% Senior Notes due 2032 (included in Exhibit 4.6 hereto).](https://www.sec.gov/Archives/edgar/data/1374310/000110465922034520/tm229342d1_ex4-2.htm) |

| 10.4 | ​ | ​ | [Amendment No. 3 to Term Loan Credit Agreement, dated as of March 29, 2022, by and among between Cboe Global Markets, Inc. and, Bank of America, N.A., as administrative agent and initial lender, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on April 1, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922041780/tm2210926d1_ex10-1.htm) |

| 10.6 | ​ | ​ | [Second Amended and Restated Credit Agreement, dated as of February 25, 2022, by and among Cboe Global Markets, Inc., with Bank of America, N.A., as administrative agent and as swing line lender, certain lenders named therein, BofA Securities, Inc., as sole lead arranger and sole bookrunner and certain syndication agents named therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on February 28, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922028175/tm227719d2_ex10-1.htm) |

| 10.9 | ​ | ​ | [Amendment and Restatement Agreement, dated June 30, 2022, by and among European Central Counterparty N.V., as borrower, Cboe Global Markets, Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent and Citibank N.A., London Branch as security agent relating to the Facility Agreement (as amended and restated), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on July 5, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922077405/tm2220319d1_ex10-1.htm) |

| 10.28 | ​ | ​ | [Amendment No. 19 to the S&P License Agreement, effective as of February 23, 2022, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on April 29, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000155837022006377/cboe-20220331xex10d1.htm) |

| 10.29 | ​ | ​ | [Amendment No. 20 to the S&P License Agreement, effective as of April 25, 2022, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on July 29, 2022.+](https://www.sec.gov/Archives/edgar/data/1374310/000155837022011344/cboe-20220630xex10d2.htm) |

| 10.30 | ​ | ​ | [Amendment No. 21 to the S&P License Agreement, effective as of October 20, 2022, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on November 4, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000155837022016342/cboe-20220930xex10d1.htm) |

| 10.31 | ​ | ​ | [Amendment No. 22 to the S&P License Agreement, effective as of September 1, 2022, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on November 4, 2022.+](https://www.sec.gov/Archives/edgar/data/1374310/000155837022016342/cboe-20220930xex10d2.htm) |

| 10.34 | ​ | ​ | [Employment Agreement, by and between Cboe Global Markets, Inc. and Edward Tilly, dated February 9, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on February 14, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001295/cboe-20230209xex10d1.htm) |

| 10.37 | ​ | ​ | [Relocation Benefits for David Howson, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on July 29, 2022.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837022011344/cboe-20220630xex10d3.htm) |

| 10.38 | ​ | ​ | [Cancellation Amendment of Employment Agreement and Participation in Executive Severance Plan, signed November 16, 2022, by and between Cboe Global Markets, Inc. and David Howson, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on November 17, 2022.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837022018044/cboe-20221116xex10d1.htm) |

| 10.41 | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Executive Retirement Plan (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d41.htm) |

| 10.45 | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Supplemental Retirement Plan (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d45.htm) |

| 10.48 | ​ | ​ | [Amendments to the Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) Deferred Compensation Plan for Officers (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d48.htm) |

| 10.53 | ​ | ​ | [Cboe Global Markets, Inc. Director Equity Deferral Plan (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d53.htm) |

| 10.56 | ​ | ​ | [Form of Restricted Stock Unit Award Agreement (for Non-employee US and CDN Directors) (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d56.htm) |

| 10.57 | ​ | ​ | [Form of Restricted Stock Unit Award Agreement (for Non-employee CDN Directors) (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d57.htm) |

| 10.73 | ​ | ​ | [Form of 2022 Edward Tilly Restricted Stock Unit Award Agreement (relative total shareholder return), incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-34774) filed on February 18, 2022.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231xex10d61.htm) |

| 10.74 | ​ | ​ | [Form of 2022 Edward Tilly Restricted Stock Unit Award Agreement (earnings per share), incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-34774) filed on February 18, 2022.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231xex10d62.htm) |

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

| 10.80 | ​ | ​ | [Form of 2022 Restricted Stock Unit Award Agreement for David Howson, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 10, 2022.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837022003293/cboe-20220308xex10d1.htm) |

| 10.82 | ​ | ​ | [Form of 2023 Edward Tilly Restricted Stock Unit Award Agreement (earnings per share), incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on February 14, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001295/cboe-20230209xex10d3.htm) |

| 23.2 | ​ | ​ | [Consent of Independent Registered Public Accounting Firm (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231xex23d2.htm) |

| Date: February [removed: 18, 2022] [added: 17, 2023] | ​ | By: | /s/ Brian N. Schell | |

Tilly, as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments to this Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

| /s/ EDWARD T. TILLY | ​ | Chairman, [removed: President,] and Chief Executive Officer | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ BRIAN N. SCHELL | ​ | Executive Vice President, Chief Financial Officer and Treasurer | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JILL M. GRIEBENOW | ​ | Senior Vice President and Chief Accounting Officer | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ WILLIAM M. FARROW III | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ EDWARD J. FITZPATRICK | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ IVAN K. FONG | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JANET P. FROETSCHER | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JILL R. GOODMAN | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ ALEXANDER J. MATTURRI | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JENNIFER J. McPEEK | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ RODERICK A. PALMORE | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JAMES E. PARISI | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JOSEPH P. RATTERMAN | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ EUGENE S. SUNSHINE | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ FREDRIC J. TOMCZYK | ​ | Director | ​ | February [removed: 18, 2022] [added: 17, 2023] |

| /s/ JILL E. SOMMERS | ​ | Director | ​ | February 18, 2022 |

| Jill E. Sommers | ​ | ​ | ​ | ​ |