Cboe Global Markets (CBOE) 10-K risk factor changes: FY2024 vs FY2023

[removed: | | ● |] [added: -] the loss of our right to exclusively list and trade certain index options and futures products; [removed: |]

[removed: | | ● |] [added: -] economic, political and market conditions; [removed: |]

[removed: | | ● |] [added: -] compliance with legal and regulatory obligations; [removed: |]

[removed: | | ● |] [added: -] price competition and consolidation in our industry; [removed: |]

[removed: | | ● |] [added: -] decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; [removed: |]

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

[removed: | | ● |] [added: -] our ability to protect our systems and communication networks from security vulnerabilities and breaches; [removed: |]

[removed: | | ● |] [added: -] our ability to attract and retain skilled management and other personnel; [removed: |]

[removed: | | ● |] [added: -] increasing competition by foreign and domestic entities; [removed: |]

[removed: | | ● |] [added: -] our dependence on and exposure to risk from third parties; [removed: |]

[removed: | | ● |] [added: -] factors that impact the quality and integrity of our and other applicable indices; [removed: |]

[removed: | | ● |] [added: -] our ability to manage our [removed: growth] [added: global operations, growth,] and strategic acquisitions or alliances effectively; [removed: |]

[removed: | | ● |] [added: -] our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; [removed: |]

[removed: | | ● |] [added: -] our ability to minimize the risks, including our credit, counterparty, investment, and default risks, associated with operating [removed: a European clearinghouse; |][added: our clearinghouses;]

[removed: | | ● |] [added: -] our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; [removed: |]

[removed: | | ● |] [added: -] misconduct by those who use our markets or our products or for whom we clear transactions; [removed: |]

[removed: | | ● |] [added: -] challenges to our use of open source software code; [removed: |]

[removed: | | ● |] [added: -] our ability to meet our compliance obligations, including managing [removed: potential conflicts between] our [removed: regulatory responsibilities] [added: business interests] and our [removed: for-profit status; |][added: regulatory responsibilities;]

[removed: | | ● |] [added: -] our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; [removed: |]

[removed: | | ● |] [added: -] damage to our reputation; [removed: |]

[removed: | | ● |] [added: -] the ability of our compliance and risk management methods to effectively monitor and manage our risks; [removed: |]

[removed: | | ● |] [added: -] restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; [removed: |]

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

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

[removed: | | ● |] [added: -] litigation risks and other [removed: liabilities; and |][added: liabilities.]

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

In [removed: 2023,] [added: 2024,] approximately [removed: 69.2%] [added: 67%] of our [removed: transaction and clearing fees] [added: total revenues] less [removed: liquidity payments and routing and clearing costs ("net transaction and clearing fees")] [added: cost of revenues] were generated by [removed: futures] [added: the options] and [removed: index options,] [added: futures segments,] the [removed: overwhelming] majority of which [removed: were] [added: was] generated by products based on exclusively licensed indices (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).

In the first event, we would be subject to multiple listing in the trading of what is now an index product traded by us on an exclusive basis, which could result in a loss of market share and negatively [removed: impact our profitability.]

The loss or limited use [added: or change in the commercial terms] of any of our exclusive index licenses, especially for the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability.

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

[removed: Further, in] [added: In] 2018, the EU implemented the EU Benchmark Regulation, which regulates users, data providers and calculators of benchmarks (“administrators”) in the EU, and among other things (subsequent to the transitional period applicable to third country benchmark administrators) [added: currently] prohibits use of benchmarks provided by administrators outside the EU in connection with EU financial instruments unless the administrator is deemed to be subject to an EU equivalent regulatory regime or the benchmark is endorsed or recognized in the EU.

These regulations and other [added: potential] emerging regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.

Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-based or volatility products, such as [removed: cash settled index options or] [added: new] options [added: products] on [added: indices or] ETFs, that are economically similar to those that we offer and they may become successful and take away volume from our products.

[removed: | | ● |] [added: -] economic, political and geopolitical market conditions; [removed: |]

[removed: | | ● |] [added: -] broad trends in business and finance; [removed: |]

[removed: | | ● |] [added: -] concerns over inflation levels and recessions; [removed: |]

[removed: | | ● |] [added: -] wavering institutional or retail confidence levels; [removed: |]

[removed: | | ● |] [added: -] government or central bank actions, such [removed: as] [added: as, but not limited to, tariffs,] changes in government fiscal and monetary [removed: policy and] [added: policy, or] foreign currency exchange rates; [removed: |]

[removed: | | ● |] [added: -] other legislative and regulatory changes; [removed: |]

[removed: | | ● |] [added: -] the availability of short-term and long-term funding and capital; [removed: |]

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

impact our profitability.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

See “Legal Proceedings” for more information.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Further, we have asked a court to review the SEC’s disapproval of our 2024 proposed rule change to adopt a rule providing that our order and execution management systems (“OEMSs") that operate independently from our registered national securities exchanges are not “facilities” of those exchanges.

This disapproval required our OEMSs to continue to follow exchange regulations, such as rule filing requirements.

Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance and challenge costs.

See “Legal Proceedings” for more information.

If implemented as-is, the Consolidated Data Plan will reduce Cboe’s voting share in the Operating Committee for the Securities Information Processors, which in turn, may impact Cboe’s ability to influence votes on market data revenue matters.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

third-party disruptions or security breaches.

Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts.

Increased competition may result in a decline in our share of trading activity and a decline

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

In 2024, approximately 69% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC.

See other Risk Factors for additional information regarding revenue concentration and below for additional information regarding OCC’s recent margin requirement proposal.

- OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations.

- We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

- We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services.

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.

If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets.

- We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT.

In addition, if CATLLC is no longer able to collect fees from Industry Members as a result of litigation or regulatory developments, the SROs may not be able to collect on the promissory notes related to the funding of the implementation and operation of the CAT.

See Note 8 ("Credit Losses"), Note 9 ("Other Assets, Net"), and Note 23 ("Commitments, Contingencies, and Guarantees — Legal Proceedings") for further information.

OCC has proposed to establish a margin add-on charge (“Intraday Risk Charge”) for all clearing member accounts to help mitigate the risks arising from intraday and overnight trading activity.

If the Intraday Risk Charge is applied as currently proposed by OCC, clearing members’ costs associated with clearing our products, including SPX options, through OCC may increase, which may result in lower trading volumes on our exchanges and could have a material adverse impact on our business, financial condition, and operating results.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

We and our licensors may not be able to prevent third parties from copying, or

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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

We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks.

For example, in 2024, our top ten customers accounted for approximately 50% of our revenues.

This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little or no warning and without penalty.

In addition, from time to time, certain customers may represent a significant portion of the open interest in various of our individual products or business segments, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product or business segment.

The loss of, or a significant reduction in trading or clearing volumes by, one or more of our key customers could result in a decrease in our transaction and clearing fees, reduce the revenue we generate from sales of market data and negatively impact the liquidity of certain of our products, which could result in a material impact on our business, financial condition, and operating results.

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

| | ● | 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.

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

MiFIR requires benchmarks used to value a financial instrument in the EU to be made available on a non-discriminatory basis to all EU trading venues and central counterparty clearinghouses for the purposes of trading and clearing.

As a result, owners of such benchmarks must provide licenses on fair, reasonable and non-discriminatory terms.

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

and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.

While the Consolidated Data Plan order must be 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.

may be experienced will not be material.

This competition has continued due to tighter supply of available labor and compensation inflation.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of September 18, 2023.

Further, on July 6, 2023, Brian N.

Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill M.

Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

Additionally, on October 12, 2023, Catherine R.

Clay was appointed to serve as Executive Vice President, Global Head of Derivatives and Adam Inzirillo was appointed to serve as Executive Vice president, Global Head of Data and Access Solutions.

| | | enforcement action by the SEC or limitations placed upon our markets. In addition, until the funding model that shares the cost of the CAT between the SROs and industry members is implemented, the SROs may continue to incur additional significant costs, or result in not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. See Note 8 (“Credit Losses”) and Note 9 (“Other Assets, Net”) for further information. |

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

​

disruptions in service, slower response times and delays in the introduction of new products and services.

settlement on all of our matched trades in Australia.

For example, in 2022 we completed our acquisitions of Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and Aequitas Innovations Inc. and Neo Exchange Inc., which at the time were recognized Canadian securities exchanges.

In 2021 we purchased Cboe Asia Pacific, a

holding company of alternative market operators in Australia and Japan, and in 2020, we purchased Hanweck and the assets of FT Options, which are providers of risk analytics market data, the assets of Trade Alert, a real-time alerts and order flow analysis service provider, Cboe Clear Europe, an operator of a European clearinghouse, and TriAct Canada Marketplace LP, which at the time was an operator of an equities ATS in Canada called MATCHNow.

At the end of 2020, we also purchased BIDS Trading, a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof.

Cboe maintains the BIDS ATS as an independently managed and operated trading venue, separate from and not integrated with the Exchanges.

For additional risks related to our Cboe Digital acquisition, see the Risk Factors Section entitled “Risks Relating to Our Cboe Digital Business” below.

A pandemic, such as the COVID-19 pandemic, and its effects may have significant impacts on economies around the world.

A pandemic, such as the COVID-19 pandemic, may have significant impacts on economies around the world.

Governments, public institutions, and other organizations around the world may take or reimpose previous, emergency measures to combat 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.

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

In addition to uncertain expenses and impacts to our business we may incur due to 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 such pandemic.

Further, changes in trading behavior, impacts to trading behavior due to market disruptions, temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of 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 adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described herein.

For risks related to Cboe Digital see also below “Risks Relating to Our Cboe Digital Business.”

[removed: _Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of Operations [removed: (__“__MD&A__”__)] [added: (“MD&A”)] is provided to assist the reader in understanding the results of operations, liquidity and capital resources, and critical accounting estimates and policies through the eyes of our management team.

[removed: See_ _“__Risk Factors__”_ _and_ _“__Forward-Looking Statements__”_ _above._][added: See “Risk Factors” and “Forward-Looking Statements” above.*]

[removed: _A] [added: *A] detailed comparison of the Company’s [removed: 2022] [added: 2023] operating results to its [removed: 2021] [added: 2022] 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: 2022] [added: 2023] Annual Report on Form 10-K filed February [removed: 17, 2023 at_ _www.sec.gov__._][added: 16, 2024 at www.sec.gov.*]

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

[removed: | | ● | Results] [added: - Results] of Operations – Includes an analysis of the Company’s [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] financial results and a discussion of any known events or trends which are likely to impact future results. [removed: |]

[removed: | | ● | Liquidity] [added: - Liquidity] and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements. [removed: |]

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

[removed: | | ● | Recent] [added: - Recent] Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results. [removed: |]

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

Cboe’s subsidiaries include the largest options exchange and the third largest [removed: stock] [added: equities] exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest [removed: stock] [added: equities] exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe [removed: Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe] Clear [removed: Digital,] [added: U.S.,] an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.

The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating [removed: decision-maker] [added: decision maker ("CODM")] reviews and operates the business, as discussed in Note 1 [removed: (“Nature] [added: ("Nature] of [removed: Operations”).][added: Operations").]

The [removed: Company’s chief operating decision-maker] [added: Company's CODM] does not [removed: use segment-level] [added: assess] assets or income and expenses below operating income (loss) [added: at the segment-level] as key performance [removed: metrics; therefore, such information is not presented below.][added: metrics.]

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

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

Cboe Europe operates lit and dark books, a periodic auctions book, [added: a closing cross book,] and [removed: Cboe] [added: two] BIDS [removed: Europe,] [added: orderbooks;] a Large-in-Scale (“LIS”) trading negotiation facility [added: and - predominantly] for UK [removed: symbols.][added: and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility.]

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

Cboe Europe Derivatives, a pan-European derivatives [removed: platform launched in September 2021,] [added: platform,] offers futures and options based on Cboe Europe equity indices, and single stock options.

[added: The segment] includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

Digital. The Digital segment includes a [removed: U.S. based digital asset spot market, a] regulated futures [removed: exchange,] [added: exchange (Cboe Digital Exchange)] and a regulated [removed: clearinghouse,] [added: clearinghouse (Cboe Clear U.S.),] as well as revenue generated from the licensing of proprietary market data and from access and capacity services.

[removed: | | ● |] [added: -] trading volumes on our proprietary products such as VIX options and futures and SPX options; [removed: |]

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

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

[removed: | | ● |] [added: -] consolidation and expansion of our customers and competitors in the industry; [removed: |]

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

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

[removed: | | ● |] [added: -] significant fluctuations in foreign currency translation rates or weakened value of currencies; and [removed: |]

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

A number of significant structural, [removed: political] [added: political, monetary,] and [removed: monetary issues,] global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level [removed: of] [added: of:] inflation, market volatility, potential [removed: recessions,] [added: recession,] supply chain [removed: constraints, changes in] [added: constraints and costs,] trading volumes, [removed: greater] uncertainty, [removed: inflationary increases in our] expenses, [removed: such as compensation inflation,] and increased costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of [removed: CAT] [added: CAT,] may have an adverse effect on our financial results.

Revenue aggregated into [removed: data and access solutions] [added: Data Vantage] includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s six segments.

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

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

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

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

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

Stock-based compensation can vary depending on the quantity and fair value of the award on the [removed: date of] grant [added: date] and the related service period.

Travel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education [removed: seminars] [added: seminars,] and travel-related expenses.

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

[removed: Goodwill Impairment][added: Impairment of Goodwill]

[removed: Goodwill impairment] [added: Impairment of goodwill] consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value.

Other expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited [removed: to the impairment of digital assets held presented in intangible assets, net as part of the ordinary operations of the Digital segment and] [added: to,] changes in contingent consideration.

On April 25, 2024, the Company announced plans to refocus the digital asset business to leverage its core strengths in derivatives, technology, and product innovation.

On May 31, 2024, the Company halted trading on the Cboe Digital spot market (“Cboe Digital spot market”).

The Cboe Digital spot market is closed for all participant and trading purposes.

In addition, the Company plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on Cboe Digital Exchange, LLC's Digital Exchange ("Cboe Digital Exchange"), to CFE in the first half of 2025, pending regulatory review.

The Company has brought Cboe Clear U.S. (formerly, Cboe Clear Digital) under unified leadership with the Global Head of Clearing, and expects to continue to facilitate the clearing of cash-settled margin Bitcoin and Ether futures contracts.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Recent Developments

*Pyth Tokens Unlocking*

In October 2022, the Company, through its wholly-owned subsidiary, Cboe Netherlands Services Company B.V., entered into a Data Provider Agreement with Pyth Data Association (“Pyth”) to create a data feed and begin publishing limited derived equities market data for certain symbols from one of its four U.S. equities exchanges on the Pyth Network, a decentralized financial market data distribution platform for aggregated data.

In exchange, Pyth granted Cboe Netherlands Services Company B.V. 16,666,666 restricted PYTH tokens which unlock annually over a four-year period in equal tranches; the first 25% tranche of PYTH tokens unlocked in May 2024.

The PYTH tokens, which are included within intangible assets, net in the consolidated balance sheets, are carried at their historical value of $0.06 per token and are reviewed each reporting period for potential impairment.

In May 2024, the Company recorded $1.0 million in market data fees revenue on the consolidated statements of income, which represents the historical value of the grant of 16,666,666 restricted PYTH tokens earned for satisfying the performance obligations outlined in the Data Provider Agreement.

The Company has earned additional PYTH tokens by continuing to provide data to the Pyth Network through various Pyth Reward Programs.

Through December 31, 2024, the Company earned an additional 725,000 PYTH tokens via the Pyth Reward Programs.

The Company recorded additional intangible assets and revenue based on the token fair value when earned.

*Securities Financing Transactions*

On November 25, 2024, Cboe Clear Europe announced that it received regulatory approval to clear European SFT.

The service supports key regulatory initiatives such as the European Market Infrastructure Regulation, Central Securities Depository Regulation, and the Securities Financing Transactions Regulation, thereby promoting transparency, market integrity, and competition in European capital markets.

As of December 31, 2024, no SFT trades had occurred on the Cboe Clear Europe platform.

The primary measure of segment performance used by the CODM in assessing segment-level performance and the allocation of resources is operating income (loss).

Cboe NL, based in Amsterdam,

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear Securities Financing Transactions.

On April 25, 2024, the Company announced plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.

Prior to May 31, 2024, the Digital segment also included a U.S.-based spot digital asset trading market (“Cboe Digital spot market”).

As of May 31, 2024, the Cboe Digital spot market is closed for all participant and trading purposes.

In addition, the Company plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.

The Company expects that Digital will cease to be a distinct reportable business segment in the first quarter of 2025.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Data Vantage

Effective November 1, 2024, EDGA transitioned from an inverted fee model to a maker-taker fee model.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Impairment of Intangible Assets

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)




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

Segment performance is primarily evaluated based on operating income (loss).

The segment

Executive Transitions

On July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

On September 18, 2023 (the “Effective Date”), Edward T.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date.

Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023.

The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values.

The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date.

As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date.

Also as of the Effective Date, William M.

Farrow III was appointed as non-executive Chairman of the Board of Directors (replacing his prior role as Lead Director of the Board of Directors).

The components of revenues are described below:

Data and Access Solutions

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

​

| --- | --- |

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

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

| Operating income | | ​ | 1,057.9 | | ​ | 489.6 | | ​ | 568.3 | | 116 | % |

| Net income | ​ | $ | 761.4 | ​ | $ | 235.0 | ​ | $ | 526.4 | | 224 | % |

| Organic net revenue (1) | ​ | $ | 1,910.4 | ​ | $ | 1,741.7 | ​ | $ | 168.7 | ​ | 10 | % |

| EBITDA (2) | ​ | $ | 1,252.1 | ​ | $ | 655.2 | ​ | $ | 596.9 | | 91 | % |

| Adjusted earnings margin (5) | ​ | ​ | 43.2 | % | ​ | 42.5 | % | ​ | 0.7 | % | ​ | * |

| (1) | Organic net revenue is defined as revenues less cost of revenues excluding revenues less cost of revenues of any acquisition that has been owned for less than one year. Revenues from acquisitions that have been owned at least one year are considered organic and are no longer excluded from organic net revenue from either period for comparative purposes. Organic net revenue does not represent, and should not be considered as, an alternative to revenues less cost of revenues, or net revenue, as determined in accordance with GAAP. We have presented organic net revenue because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our operating financial performance before the effects of acquisitions. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate organic net revenue differently than we do. Organic net revenue has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | December 31, | | | | | |

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

| Recent acquisitions: | ​ | ​ | ​ | ​ | ​ | ​ |

| Organic net revenue | $ | 1,910.4 | ​ | $ | 1,741.7 | ​ |

| (2) | EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, and change in contingent consideration. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. |

| (5) | Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. |

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

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

We have implemented policies and procedures to measure, [removed: manage and monitor] [added: manage, monitor,] and report risk exposures, which are reviewed regularly by management and our Board of Directors.

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

We also have de minimis exposure to other foreign currencies, including the [removed: Japanese Yen, Philippine Peso,] Singapore dollar, [added: Philippine Peso,] and Hong Kong dollar.

For the year ended December 31, [removed: 2023,] [added: 2024,] our exposure to foreign-denominated revenues less cost of revenues and expenses is presented by primary foreign currency in the following table (in millions, except percentages):

| [removed: ​] | [removed: ​] | [added: |] Year [removed: Ended] [added: Ended December 31, 2024] | | | | | | | | | | | [added: | | | |]

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

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

| Revenues less cost of revenues | [removed: ​] | [removed: ​] | 5.7 | [added: |] % | [removed: ​] | [removed: ​] | [removed: 3.3] | [added: 2.9 | |] % | [removed: ​] | [removed: ​] | [removed: 2.1] | [added: 1.4 | |] % |

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

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

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

Our primary exposure to this equity risk as of December 31, [removed: 2023] [added: 2024] is presented by foreign currency in the following table (in millions):

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

| Net equity investment in Cboe Europe [removed: Equities] [added: equities] and [removed: Derivatives,] [added: derivatives,] Cboe Clear Europe, and Cboe Canada [added: Inc.] | | [added: |] $ | [removed: 633.6] [added: 198.3] | [removed: ​] | [added: | | |] $ | [removed: 175.9] [added: 636.4] | [removed: ​] | [added: | | |] $ | [removed: 531.7] [added: 521.8] | [added: |]

| Impact on consolidated equity of a 10% adverse currency fluctuation | | [removed: ​] | [removed: 63.4] [added: 19.8] | [removed: ​] | [removed: ​] | [removed: 17.6] | [removed: ​] | [removed: ​] | [removed: 53.2] [added: 63.6] | [added: | | | | | 52.2 | | |]

[removed: | (1) | Converted] [added: (1)Converted] to U.S. dollars using the foreign exchange rate of [removed: British pounds] [added: Euros] per U.S. dollar, [removed: Euros] [added: British pounds] per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of December 31, [removed: 2023. |][added: 2024.]

We are exposed to credit risk from third parties, including customers, [removed: counterparties] [added: counterparties,] and clearing agents.

These parties may default on their obligations due to bankruptcy, lack of liquidity, operational [removed: failure] [added: failure,] or other reasons.

With respect to U.S. government securities transactions, we deliver matched trades to [removed: FICC’s] [added: FICC] GSD without taking on counterparty risk for those trades.

FICC GSD acts as a central counterparty on all U.S. government securities transactions occurring on Cboe Fixed Income and, as [added: such, guarantees clearance and settlement of all of those matched trades.]

BOA guarantees the trade until [removed: one day after] the trade [removed: date,] [added: has been submitted to and validated by the NSCC,] after which time [removed: the] NSCC [removed: provides a guarantee.]

Morgan Stanley and Wedbush guarantee trades until [removed: one day after] the trade [removed: date,] [added: has been submitted to and validated by NSCC,] after which time NSCC provides a [removed: guarantee.][added: guarantee until the trade settles (T+1).]

Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to a trade routed to another market center [removed: between] [added: until] the trade [removed: date] [added: has been processed] and [removed: one day after] [added: validated by] the [removed: trade date] [added: NSCC] in the event that Morgan Stanley or Wedbush fails.

Cboe Clear Europe entered into a [removed: €1.25] [added: €1.20] billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due.

[removed: | | ● | _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 on an end of day and intraday basis 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 [removed: |][added: during extreme but plausible market conditions.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our cash and cash equivalents and financial investments were [removed: $600.7] [added: $1,030.6] million and [removed: $524.4] [added: $600.7] million, respectively, of which [removed: $244.3] [added: $301.3] million and [removed: $226.1] [added: $244.3] million is held outside of the United States in various foreign subsidiaries in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1,439.2] [added: $1,441.0] million in outstanding debt, all of which relates to our Senior Notes, which bear interest at fixed interest rates.

[added: As of December] 31, [removed: 2023,] [added: 2024,] there were no outstanding borrowings under our Revolving Credit Agreement or Cboe Clear Europe Credit Facility, respectively.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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

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

| Operating expenses | | | 7.1 | | % | | | | 8.4 | | % | | | | 3.8 | | % |

| Revenues less cost of revenues | | | $ | 11.9 | | | | | $ | 6.1 | | | | | $ | 3.0 | |

| Operating expenses | | | 6.9 | | | | | | 8.2 | | | | | | 3.7 | | |

________________________________________________________

(1)An average foreign exchange rate to the U.S. dollar for the period was used.

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

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

________________________________________________________

The Company maintains cash at various regulated financial institutions and brokerage firms which, at times, may be in excess of the depository insurance limits.

The Company’s management regularly monitors these institutions and believes that the potential for future loss is remote.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

provides a guarantee until the trade settles.

Thus, BIDS Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade as been processed and validated by the NSCC on the trade date.

- *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 applicable settlement efficiency regulation.

Cboe Clear U.S. 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 Clear U.S. requires clearing members to post collateral (full or margined, depending on the product eligible for clearing) 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 U.S. On June 5, 2023, the CFTC approved an amended order of registration for Cboe Clear U.S. (formerly, Cboe Clear Digital) to clear digital asset futures on a margined basis for futures commission merchants.

The new products launched January 11, 2024.

As of December 31, 2024, 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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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.

Cboe Clear U.S. 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, only allowing highly liquid USD denominated assets to be posted as collateral.

Cboe Clear U.S. may not be able to meet its payment obligations in a timely manner in the event of delay in payment or default by a clearing member.

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

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

| ​ | ​ | December 31, 2023 | | | | | | | | | | ​ |

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

| Operating expenses | ​ | ​ | 8.9 | % | ​ | ​ | 6.6 | % | ​ | ​ | 4.8 | % |

| Revenues less cost of revenues | ​ | $ | 11.0 | ​ | ​ | $ | 6.4 | ​ | ​ | $ | 3.9 | ​ |

| Operating expenses | ​ | ​ | 7.6 | ​ | ​ | ​ | 5.7 | ​ | ​ | ​ | 4.1 | ​ |

| --- | --- |

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

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

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

such, guarantees clearance and settlement of all of those matched trades.

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

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

| | ● | _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 applicable settlement efficiency regulation. 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 (full or margined, depending on the product eligible for clearing) 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. On June 5, 2023, the CFTC approved an amended order of registration for Cboe Clear Digital to clear digital asset futures on a margined basis for futures commission merchants. The new products launched January 12, 2024. As of December 31, 2023, 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. Cboe Clear Digital 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, only allowing highly liquid USD denominated assets to be posted as collateral. Cboe Clear Digital may not be able to meet its payment obligations in a timely manner in the event of delay in payment or default by a clearing member. |

| | ● | _Custody Risk_ – Cboe Digital holds customer digital clearing assets through accounts with third party custodians and, in the case of hot and warm wallets, through self-custody. 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. |

| | | 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. Cboe Clear Digital 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 or the clearing participant has already realized trading losses in excess of the collateral at the time of default or the combination of the two. Cboe Clear Digital collects collateral on an end of day and intraday basis from clearing participants that are clearing margin eligible futures contracts. Cboe Clear Digital only allows collateral in USD at this time. Cboe Clear Digital maintains pre-funded resources to cover probable losses during normal market conditions due to default of clearing participants. Cboe Clear Digital clearing members clearing spot digital assets mostly operate on a fully funded basis. Cboe Clear Digital may allow certain well qualified members to trade in the spot market without fully funding their accounts. Cboe Clear Digital collects collateral from such members to cover probable losses under extreme but plausible market conditions as determined by Cboe Clear Digital. The adequacy of such collateral is routinely reviewed. |

| | ● | _Investment Risk_ – Cboe Clear Europe as of December 31, 2023 held $834.6 million of clearing member margin deposits, clearing funds, and interoperability funds which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Effective August 14, 2023, Cboe Clear Europe enacted changes in its rules, and is able to invest the cash collateral received in the form of interoperability fund deposits from clearing participants in certain investments, typically securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities. When investments are made in accordance with the policy, Cboe Clear Europe receives the amount of investment earnings and pays the clearing participants those earnings minus a set basis point cost of collateral. Cboe Clear Europe is able to direct the investment of the cash interoperability fund deposits received from the clearing participants within the program parameters and receive an economic benefit from those investments. See Note 14 (“Clearing Operations”) for more information. In the event that a sovereign government or reverse repurchase agreement counterparty defaults, the value we hold as collateral might not be sufficient to cover our capital requirements in the event of defaults. While Cboe Clear Europe seeks to achieve a reasonable rate of return which may generate interest income for clearing participants, Cboe Clear Europe is primarily concerned with preservation of capital and managing the risks associated with these deposits. As Cboe Clear Europe passes on interest revenues (minus costs) to the clearing members, this could include negative or reduced yield due to market conditions. While Cboe Clear Europe has policies and procedures that strive to help ensure that clearing participant collateral is protected, Cboe Clear Europe cannot absolutely assure that these measures and safeguards will be sufficient to protect margin deposits, clearing funds, and interoperability funds from a default or that we will not be materially and adversely affected in the event of a significant default. |

As of December

[removed: _The] [added: *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: 2023.][added: 2024.]

Actual results could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in “Risk Factors” and elsewhere in this Annual Report on Form [removed: 10-K._][added: 10-K.*]

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

Cboe’s subsidiaries include the largest options exchange and the third largest [removed: stock] [added: equities] exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest [removed: stock] [added: equities] exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe [removed: Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe] Clear [removed: Digital,] [added: U.S.,] an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.

[removed: ][added: ]

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

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

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

[removed: | | ● | Digital.] [added: - Digital.] The Digital segment includes a [removed: U.S. based digital asset spot market, a] regulated futures [removed: exchange,] [added: exchange (Cboe Digital Exchange)] and a regulated [removed: clearinghouse,] [added: clearinghouse (Cboe Clear U.S.),] as well as revenue generated from the licensing of proprietary market data and from access and capacity services. [removed: |]

See “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations”, Note 4 ("Revenue Recognition"),] and Note 16 [removed: (“Segment Reporting”)] [added: ("Segment Reporting")] in the notes to our consolidated financial statements for discussion of revenues and certain operational and financial metrics, and operating income (or loss) by business segment.

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

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

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

The SPX options we offer on the S&P 500 Index are exclusive to Cboe and contribute substantially to our volumes and transaction [removed: fees.][added: fee revenues.]

We also offer zero days to expiry (0-DTE) products, [added: Long Term Equity AnticiPation Securities (LEAPs),] Mini- and Nano-SPX options, FLEX- and FLEX micro-SPX options, and SPX Weeklys options, which have settlements on Mondays, Tuesdays, Wednesdays, Thursdays, Fridays and on the last trading day of each month and 24x5 trading in SPX options.

The VIX Index (as defined below), although not directly tradable, is based on the mid-point of real-time [added: quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility.]

[removed: We] [added: To help investors better manage market volatility, we] also offer the 1-Day Volatility Index (VIX1D), [added: the U.S. Treasury Market Volatility Index (VIXTLT),] VIX Weeklys options and futures, mini VIX futures, [removed: and] [added: nearly] 24x5 trading in VIX options and [removed: futures to provide investors with additional tools to trade volatility.][added: futures, Cboe S&P 500 Variance Futures, and Options on VIX futures.]

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

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

[removed: | | ● |] [added: -] volatility indices based on ETFs, [removed: and |]

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

[removed: Strategic Index] [added: Index] Provider Relationships

The Company also [removed: agrees] [added: has agreements in place] to work jointly with key providers to develop new [added: indices and] products and services that are expected to capitalize on our core competencies and diversify our sources of revenue.

[removed: | | ● | S&P Global.] [added: - S&P Dow Jones Indices (“S&P”).] We have the following licensing arrangements with [removed: S&P Global, Inc. subsidiaries: |][added: S&P:]

[removed: | | o | S&P Dow Jones] [added: ◦S&P] Indices. We have the exclusive right to offer exchange-listed options contracts in the United States on the S&P 500 Index, the S&P 100 Index, the S&P 500 ESG Index, and the S&P Select Sector Indices as a result of a licensing arrangement with [removed: 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 to create tradable products on those volatility indices. |][added: S&P.]

[removed: | | o | IHS Markit. Under our licensing agreement with IHS Markit Ltd. (acquired by S&P Global in 2022), we] [added: ◦Markit Indices. We] have a worldwide license through August [removed: 23,] [added: 22,] 2025 to offer [removed: options] [added: futures, options,] and [added: options on] futures on indices designed to reflect values of investment grade and high-yield U.S. corporate bonds. [removed: Unless either party elects otherwise, this agreement auto-renews for successive two-year periods. We offer futures and options on futures on high yield and investment grade corporate bond indices. |]

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

[removed: | | | 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 (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 we trade options and other products on these indices. [removed: |]

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

[removed: | | ● | MSCI. We have an agreement with MSCI Inc. (“MSCI”) until December 31, 2031 in which we have the right to offer U.S.-listed options on several of MSCI’s indices including the MSCI EAFE and MSCI Emerging Markets indices. We use] market data from the trading of the MSCI EAFE and MSCI Emerging Markets index options (among other inputs) to calculate volatility indices and several versions of BuyWrite and PutWrite strategy indices. [removed: |]

The [added: Cboe] Data [removed: and Access Solutions] [added: Vantage] business provides an offering of market data and information solutions products across multiple asset classes and geographic regions that are designed to suit our customers’ diverse needs.

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

[removed: | | ● | Market] [added: - Market] Data and Access Services. Data products include real-time depth of book quotation information, auction and complex option information, top of book quotes and trades, last sale information, and consolidated equity feeds. [removed: In addition to market data, access services include all access and capacity products including connectivity, terminal and other equipment rights, maintenance services, trading floor space and permits for the opportunity to trade. |]

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

[removed: | | ● | Risk] [added: - Risk] and Market Analytics. Services include analytics and historical data with three areas of focus: [removed: |]

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

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

[removed: | | o | Connectivity.] [added: ◦Connectivity.] Services include FIX Order Routing, Trade Drop Copy Network, [removed: consolidated audit trail] [added: Consolidated Audit Trail] (“CAT”) reporting, and broker connectivity. [removed: |]

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

For multi-listed products, [added: depending on the product,] we utilize public customer priority, market [removed: turner in certain products,] [added: turner,] participation rights and pro-rata allocation market models, [removed: combined with] [added: as well as] the “classic” pricing [removed: model.][added: model (known as payment for order flow).]


[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

- Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and on ETPs such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis.

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

Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago.

C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options.

The Options segment also includes applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services.

The North American Equities segment also includes corporate listing services on Cboe Canada Inc., ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, and applicable market data fees revenues generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services.

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

It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan.

Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility.

Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols.

Cboe Europe Derivatives, a pan-European derivatives platform, offers futures and options based on Cboe Europe equity indices, and single stock options.

Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear Securities Financing Transactions.

This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

On April 25, 2024, the Company announced plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.

The segment includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

Prior to May 31, 2024, the Digital segment also included a U.S.-based spot digital asset trading market (“Cboe Digital spot market”).

As of May 31, 2024, the Cboe Digital spot market is closed for all participant and trading purposes.

In addition, the Company plans to transition the cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.

The Company expects that Digital will cease to be a distinct reportable business segment in the first quarter of 2025.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Cboe also presents three financial statement revenue captions that reflect the Company’s diversified products, expansive geographical reach, and overall business strategy.

Below is a summary of Cboe’s financial statement revenue caption businesses:

- Cash and spot markets. This includes associated transaction and clearing fees on our equities and FX markets and clearing business, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments.

The key sources of these revenues are our equities and FX markets, the U.S. tape plans, and our clearing and listings businesses, which are described in more detail below.

- Cboe Data Vantage (f/k/a Data and Access Solutions, subsequently referred to as Data Vantage). The Cboe Data Vantage business includes access and capacity fees to our markets, proprietary market data fees from various licensing agreements and proprietary indices, and associated other revenue across Cboe’s six segments.

The key sources of these revenues are our markets, the proprietary products underlying the market data, the licensing agreements, proprietary indices, and other data and access products and services, which are described in more detail below.

- Derivatives markets. This includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, Europe and Asia Pacific, and Digital segments.

The key sources of these revenues are proprietary products, including our flagship products SPX options and VIX options and futures, our derivatives markets, and U.S. tape plans, which are described in more detail below.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Strategic Focus

- Investing in the continued growth of our core business in Global Derivatives;

- Enhancing recurring revenue opportunities through Cboe Data Vantage (f/k/a Data and Access Solutions);

- Harnessing our global network to expand product reach & access;

- Capitalizing on the demand for access to the U.S. capital markets;

- Leveraging our superior technology to drive innovations; and

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

Key Business Highlights

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

​

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

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

| | ● | 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 NL equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan. Cboe Europe operates lit and dark books, a periodic auctions book, and 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. Cboe Europe Derivatives, a pan-European derivatives platform launched in September 2021, offers futures and options based on Cboe Europe equity indices, and single stock options. 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. |

Executive Transitions

On July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

On September 18, 2023 (the “Effective Date”), Edward T.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date.

Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023.

The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values.

The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date.

As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date.

Also as of the Effective Date, William M.

Farrow III was appointed as non-executive Chairman of the Board of Directors (in substitution of his prior role as Lead Director of the Board of Directors).


Key Growth Strategy Initiatives

| | ● | 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, and have a global presence in the highest value markets. In 2023, we delivered on this initiative by expanding the use of zero days to expiry (0-DTE) products, expanding Cboe Global Indices to Europe, launching the 1-Day Volatility Index (VIX1D), designed to measure volatility over the current trading day, launching the Cboe S&P 500 Dispersion Index (DSPX), a volatility index designed to measure expected dispersion in the S&P 500 Index, launching new options on futures on two corporate bond index products, and launching four new Credit VIX Indices, designed to provide a VIX Index-like measures for credit market volatility. |

| | ● | Unlocking the value capabilities of our ecosystems to increase efficiency and better serve customers. We aim to unlock the value, capabilities, and efficiencies of our ecosystems to increase efficiency and utilize our client coordination model to better serve our customers. We leverage industry-leading technology, apply a non-siloed integration approach to expand ecosystems and fuel our flywheel and generate strong free cash flow as we improve operating efficiency. In 2023, we delivered on this initiative by completing the migration of Cboe Australia and Cboe Japan to the Cboe technology platform, launching BIDS in Australia and Japan, successfully integrating Cboe Canada (which was the trade name of the former Aequitas Innovations Inc. and Neo Exchange Inc.) and the MATCHNow ATS into Cboe Canada Inc., a recognized Canadian securities exchange, and launching the Cboe Theoretical Options Pricing Service. |

| | ● | Growing by accessing untapped addressable markets. We are expanding and diversifying our revenue opportunity set through organic investment and merger and acquisition activity. In 2023, we delivered on this initiative by expanding into pan-European single stock options and completing phase 1 of our initiative to offer options on leading European companies, adding extended trading hours for corporate bond index futures, developing plans to introduce a clearing service for securities financing transactions through Cboe Clear Europe, announcing and then launching in January 2024 margined futures on Bitcoin and Ether, Cboe FX successfully trading U.S. Treasury products, and launching Cboe Global Listings, the first-of-its-kind, global listing network facilitating worldwide access to capital and secondary liquidity for companies and ETFs, and successfully attracting its first intralisted corporate issuer to the global platform. |

quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility.

Data and Access Solutions

Our Market Models

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

Our markets use a combination of pricing and market models to differentiate them from each other and from our competitors.

Under the classic pricing model, professional participants pay transaction fees, public customers generally do not pay transaction fees and market makers compensate brokers for sending order flow to the exchange (known as payment for order flow).

Our other three options markets are fully electronic.

BZX options utilizes a price-time market model, combined with a “maker-taker” pricing model.

Under the maker-taker pricing model, market participants who make the market (a “maker”) generally receive a rebate, while market participants who trade against those markets (a “taker”) pay a transaction fee.

EDGX options utilizes customer priority, participation rights and pro-rata allocation market models, combined with the classic pricing model.

C2 options utilizes a pro-rata allocation market model, combined with the maker-taker pricing model.

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

BZX equities utilizes a price-time market model, combined with the maker-taker pricing model.

EDGX equities utilizes a price-time with retail priority market model, combined with the maker-taker pricing model.

BYX equities utilizes a price-time with price improvement for retail customers market model, combined with the “taker-maker” pricing model.

Under the taker-maker pricing model, market participants who make the market pay a transaction fee, while market participants who trade against those markets receive a rebate.

EDGA equities utilizes a price-time market model, combined with a taker-maker pricing model.

*Equity Access Fees Cap Challenge*

In December 2022, the SEC released four equity market structure proposals, including one concerning Regulation NMS Amendments: Tick Size, Access Fees, and Transparency.

On October 8, 2024, the SEC promulgated Final Rules concerning Reg NMS to amend the minimum pricing increments for the quoting of certain NMS stocks, reduced the access fee caps and enhance the transparency of better priced orders (“Final Rules”).

Among other things, the Final Rules reduce the access fee cap from $0.30 per 100 shares to $0.10 per 100 shares.

On October 30, 2024, the Company and the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA (collectively, the “Cboe equity exchanges”) and Nasdaq, Inc. filed a Petition for Review (“PFR”) in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”) appealing the Final Rules.

On December 3, 2024, the Cboe equity exchanges and Nasdaq, Inc. filed a request with the SEC for a stay to delay the initial implementation date of the Final Rules, which was scheduled to occur in November 2025.

On December 12, 2024, the SEC granted a stay of the challenged provision of the Final Rules until the litigation is resolved.

Merits briefing will conclude at the beginning of the second quarter of 2025.

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

The Company and the Cboe equity exchanges intend to litigate the matter vigorously.

*OEMS Disapproval Order Challenge*

On February 13, 2024, Cboe Exchange, Inc. (“Cboe”) filed a proposal to adopt a new rule regarding order and execution management systems (“OEMS”).

The proposed new rule provided that an exchange-affiliated OEMS that satisfies criteria (designed to ensure the OEMS is acting independently from the exchange) is not a facility of the exchange, and therefore not subject to the rule filing requirements of Section 19(b) of the Securities Exchange Act of 1934.

The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors.

On October 31, 2024, the SEC issued an order disapproving Cboe’s proposal.

On December 26, 2024, Cboe filed a Petition for Review (“PFR”) of the SEC’s disapproval order in the Court of Appeals for the Seventh Circuit (the “7th Circuit”).

The Company and Cboe intend to litigate the matter vigorously.

​

[removed: Form 10-K][added: Form 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December 31, 2023][added: ended December 31, 2024]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number: 001-34774][added: number: 001-34774]

| Delaware | [added: | |] 20-5446972 | [added: | |]

| (State or other jurisdiction of [added: incorporation or organization)] | [added: | |] (I.R.S. Employer [added: Identification Number)] | [added: | |]

| 433 West Van Buren Street | [removed: ​] | [added: | | | |]

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

| (Address of principal executive offices) | [added: | |] (Zip Code) | [added: | |]

[removed: (312) 786-5600][added: (312) 786-5600]

| Title of Each Class | [added: | |] Trading Symbol (s) | [added: | |] Name of Exchange on Which Registered | [added: | |]

| Common Stock, par value $0.01 per share | [added: | |] CBOE | [added: | |] CboeBZX | [added: | |]

Yes [removed: ☒No ◻][added: ☒ No ☐]

Yes [removed: ◻] [added: ☒] No [removed: ⌧][added: ☐]

Yes [removed: ⌧] [added: ☒] No [removed: ◻][added: ☐]

| Large accelerated filer [removed: ⌧] | [added: | | ☒ | | |] Accelerated filer [removed: ◻] | [added: | | ☐ | | |] Non-accelerated filer [removed: ◻] | [added: | | ☐ | | |] Smaller reporting company [added: | | |] ☐ | [added: | |] Emerging growth company [added: | | |] ☐ | [added: | |]

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 [removed: officers] [added: officers] during the relevant recovery period pursuant to §240.10D-1(b).

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $14.2] [added: $17.8] billion based on the closing price of [removed: $138.01] [added: $170.06] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 9, 2024] [added: 14, 2025] was [removed: 105,581,561] [added: 104,701,695] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated by reference in Part III.

| [Item [removed: 1.](#Item1Busin_218680)] [added: 1.](#i2fbe324f89c5407385ae8e7fa6d49100_22)] | | [removed: [Business](#Item1Busin_218680)] | [removed: 8] [added: [Business](#i2fbe324f89c5407385ae8e7fa6d49100_22)] | [added: | | [7](#i2fbe324f89c5407385ae8e7fa6d49100_22) | | |]

| [Item [removed: 1A.](#Item1ARiskFactors)] [added: 1A.](#i2fbe324f89c5407385ae8e7fa6d49100_25)] | | [added: |] [Risk [removed: Factors](#Item1ARiskFactors)] [added: Factors](#i2fbe324f89c5407385ae8e7fa6d49100_25)] | [removed: 35] | [added: | [29](#i2fbe324f89c5407385ae8e7fa6d49100_25) | | |]

| [Item [removed: 1B.](#Item1BUnresolvedStaffComments_497585)] [added: 1B.](#i2fbe324f89c5407385ae8e7fa6d49100_31)] | | [added: |] [Unresolved Staff [removed: Comments](#Item1BUnresolvedStaffComments_497585)] [added: Comments](#i2fbe324f89c5407385ae8e7fa6d49100_31)] | [removed: 60] | [added: | [48](#i2fbe324f89c5407385ae8e7fa6d49100_31) | | |]

| [Item [removed: 1C.](#ItemICCybersecurity)] [added: 1C.](#i2fbe324f89c5407385ae8e7fa6d49100_761)] | [removed: ​] | [removed: [Cybersecurity](#ItemICCybersecurity)] | [removed: 60] [added: [Cybersecurity](#i2fbe324f89c5407385ae8e7fa6d49100_761)] | [added: | | [48](#i2fbe324f89c5407385ae8e7fa6d49100_761) | | |]

| [Item [removed: 2.](#Item2Properties_26633)] [added: 2.](#i2fbe324f89c5407385ae8e7fa6d49100_34)] | | [removed: [Properties](#Item2Properties_26633)] | [removed: 62] [added: [Properties](#i2fbe324f89c5407385ae8e7fa6d49100_34)] | [added: | | [49](#i2fbe324f89c5407385ae8e7fa6d49100_34) | | |]

| [Item [removed: 3.](#Item3LegalProceedings_399160)] [added: 3.](#i2fbe324f89c5407385ae8e7fa6d49100_37)] | | [added: |] [Legal [removed: Proceedings](#Item3LegalProceedings_399160)] [added: Proceedings](#i2fbe324f89c5407385ae8e7fa6d49100_37)] | [removed: 63] | [added: | [50](#i2fbe324f89c5407385ae8e7fa6d49100_37) | | |]

| [Item [removed: 4.](#Item4MineSafetyDisclosures_10202)] [added: 4.](#i2fbe324f89c5407385ae8e7fa6d49100_40)] | | [added: |] [Mine Safety [removed: Disclosures](#Item4MineSafetyDisclosures_10202)] [added: Disclosures](#i2fbe324f89c5407385ae8e7fa6d49100_40)] | [removed: 63] | [added: | [50](#i2fbe324f89c5407385ae8e7fa6d49100_40) | | |]

| [Item [removed: 5.](#Item5MarketforRegistrantsCommonEquity_14)] [added: 5.](#i2fbe324f89c5407385ae8e7fa6d49100_46)] | | [added: |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5MarketforRegistrantsCommonEquity_14)] [added: Securities](#i2fbe324f89c5407385ae8e7fa6d49100_46)] | [removed: 64] | [added: | [51](#i2fbe324f89c5407385ae8e7fa6d49100_46) | | |]

| [Item [removed: 7.](#Item7MangamentsDiscussionandAnalysis_301)] [added: 7.](#i2fbe324f89c5407385ae8e7fa6d49100_52)] | | [added: |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7MangamentsDiscussionandAnalysis_301)] [added: Operations](#i2fbe324f89c5407385ae8e7fa6d49100_52)] | [removed: 67] | [added: | [54](#i2fbe324f89c5407385ae8e7fa6d49100_52) | | |]

| [Item [removed: 7A.](#Item7AQuantitativeandQualitativeDisclosu)] [added: 7A.](#i2fbe324f89c5407385ae8e7fa6d49100_73)] | | [added: |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#Item7AQuantitativeandQualitativeDisclosu)] [added: Risk](#i2fbe324f89c5407385ae8e7fa6d49100_73)] | [removed: 100] | [added: | [86](#i2fbe324f89c5407385ae8e7fa6d49100_73) | | |]

| [Item [removed: 8.](#Item8FinancialStatementsandSupplementary)] [added: 8.](#i2fbe324f89c5407385ae8e7fa6d49100_76)] | | [added: |] [Financial Statements and Supplementary [removed: Data](#Item8FinancialStatementsandSupplementary)] [added: Data](#i2fbe324f89c5407385ae8e7fa6d49100_76)] | [removed: 106] | [added: | [91](#i2fbe324f89c5407385ae8e7fa6d49100_76) | | |]

| [Item [removed: 9.](#Item9ChangesinDisagreementswithAccountan)] [added: 9.](#i2fbe324f89c5407385ae8e7fa6d49100_181)] | | [added: |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9ChangesinDisagreementswithAccountan)] [added: Disclosure](#i2fbe324f89c5407385ae8e7fa6d49100_181)] | [removed: 164] | [added: | [145](#i2fbe324f89c5407385ae8e7fa6d49100_181) | | |]

| [Item [removed: 9A.](#Item9AControlsandProcedures_932099)] [added: 9A.](#i2fbe324f89c5407385ae8e7fa6d49100_184)] | | [added: |] [Controls and [removed: Procedures](#Item9AControlsandProcedures_932099)] [added: Procedures](#i2fbe324f89c5407385ae8e7fa6d49100_184)] | [removed: 164] | [added: | [145](#i2fbe324f89c5407385ae8e7fa6d49100_184) | | |]

| [Item [removed: 9B.](#Item9BOtherInformation_923882)] [added: 9B.](#i2fbe324f89c5407385ae8e7fa6d49100_187)] | | [added: |] [Other [removed: Information](#Item9BOtherInformation_923882)] [added: Information](#i2fbe324f89c5407385ae8e7fa6d49100_187)] | [removed: 164] | [added: | [145](#i2fbe324f89c5407385ae8e7fa6d49100_187) | | |]

| [Item [removed: 9C.](#Item9CDisclosureRegardingForeignJurisdic)] [added: 9C.](#i2fbe324f89c5407385ae8e7fa6d49100_190)] | [removed: ​] | [added: |] [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#Item9CDisclosureRegardingForeignJurisdic)] [added: Inspections](#i2fbe324f89c5407385ae8e7fa6d49100_190)] | [removed: 164] | [added: | [145](#i2fbe324f89c5407385ae8e7fa6d49100_190) | | |]

| [Item [removed: 10.](#Item10DirectorsExecutiveOfficers_470329)] [added: 10.](#i2fbe324f89c5407385ae8e7fa6d49100_196)] | | [added: |] [Directors, Executive Officers and Corporate [removed: Governance](#Item10DirectorsExecutiveOfficers_470329)] [added: Governance](#i2fbe324f89c5407385ae8e7fa6d49100_196)] | [removed: 165] | [added: | [146](#i2fbe324f89c5407385ae8e7fa6d49100_196) | | |]

| [Item [removed: 11.](#Item11ExecutiveCompensation_846147)] [added: 11.](#i2fbe324f89c5407385ae8e7fa6d49100_199)] | | [added: |] [Executive [removed: Compensation](#Item11ExecutiveCompensation_846147)] [added: Compensation](#i2fbe324f89c5407385ae8e7fa6d49100_199)] | [removed: 165] | [added: | [146](#i2fbe324f89c5407385ae8e7fa6d49100_199) | | |]

| [Item [removed: 12.](#Item12SecurityOwnershipofCertainBenefici)] [added: 12.](#i2fbe324f89c5407385ae8e7fa6d49100_202)] | | [added: |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12SecurityOwnershipofCertainBenefici)] [added: Matters](#i2fbe324f89c5407385ae8e7fa6d49100_202)] | [removed: 165] | [added: | [146](#i2fbe324f89c5407385ae8e7fa6d49100_202) | | |]

| [Item [removed: 13.](#Item13CertainRelationshipsandRelatedTran)] [added: 13.](#i2fbe324f89c5407385ae8e7fa6d49100_205)] | | [added: |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#Item13CertainRelationshipsandRelatedTran)] [added: Independence](#i2fbe324f89c5407385ae8e7fa6d49100_205)] | [removed: 165] | [added: | [146](#i2fbe324f89c5407385ae8e7fa6d49100_205) | | |]

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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Yes ☐ No ☒

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

2024 FORM 10-K

| | | | | | | | | |

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

| [PART I](#i2fbe324f89c5407385ae8e7fa6d49100_19) | | | | | | | | |

| [PART II](#i2fbe324f89c5407385ae8e7fa6d49100_43)[](#i2fbe324f89c5407385ae8e7fa6d49100_43) | | | | | | | | |

| [Item 6.](#i2fbe324f89c5407385ae8e7fa6d49100_49) | | | \[Reserved\] | | | N/A | | |

| [PART III](#i2fbe324f89c5407385ae8e7fa6d49100_193)[](#i2fbe324f89c5407385ae8e7fa6d49100_193) | | | | | | | | |

| [PART IV](#i2fbe324f89c5407385ae8e7fa6d49100_211)[](#i2fbe324f89c5407385ae8e7fa6d49100_211) | | | | | | | | |

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

- “Cboe Australia” refers to Cboe Australia Pty Ltd. (formerly known as Chi-X Australia Pty.

As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.

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

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.

- “PTS” refers to a proprietary trading system.

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

| ​ | ​ |

| --- | --- |

| incorporation or organization) | Identification Number) |

| | | |

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

| ​ | ​ | ​ |

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

​

2023 FORM 10-K

| [PART I](#PARTI_265346) | | | |

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

| [PART II](#PARTII_507992) | | | |

| Item 6. | ​ | Selected Financial Data | N/A |

| [PART III](#PARTIII_637833) | | | |

| [PART IV](#PARTIV_133246) | | | |

| | ● | 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. |

We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management [removed: Committee] [added: Committee, Computer Security Incident Response Team, Cyber Crisis Management Team,] and a dedicated internal information security team.

Our Chief Information Security Officer [added: has over a dozen years of experience leading information security programs including, experience in cybersecurity consulting, leading strategy and the implementation of cyber defenses for several of the top online retailers in the United States, as well as serving as Chief Information Security Officer for Cboe Digital Exchange and Cboe Clear U.S. Our Chief Information Security Officer] is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements.

Our Chief Risk Officer’s tenure with Cboe spans [removed: 23] [added: 24] years, during which time he has held senior positions in information security and risk management.

[removed: The Risk Committee also] reviews and approves any changes to the related information security and privacy program charter.

The Risk Committee also

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

Additionally, in 2024, the Board, along with senior management and third-party advisors, participated in a cybersecurity ransomware tabletop exercise.

Our Chief Information Security Officer has over 20 years of experience leading information security programs including 12 years of experience in cybersecurity consulting, building efficient and sustainable cybersecurity programs for large, complex and heavily regulated global enterprises.

​

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

Our principal properties as of December 31, [removed: 2023] [added: 2024] are listed in the table below:

| Location | [removed: ​] | [added: | | | |] Classification | | [added: | | | |] Owned/Leased | | [added: | | | |] Lease Expiration | [removed: ​] | [added: | | | |] Approximate Size | [added: | |]

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

| 8050 Marshall Drive, Lenexa, Kansas | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [removed: February 2027, with two 5 year renewal options] | [removed: ​] | [added: | | September 2025 | | | | | |] 62,000 sq. ft. | [added: | |]

| 141 West Jackson Boulevard, Chicago, Illinois | [removed: ​] | [added: | | | |] Trading floor and office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | |] October 2032 | [removed: ​] | [removed: 40,000] [added: | | | | 52,000] sq. ft. | [added: | |]

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

| 17 State Street, New York, New York | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | |] December 2027 | [removed: ​] | [added: | | | |] 22,000 sq. ft. | [added: | |]

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

| 1 Farrer Place, Sydney 2000 Australia | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | |] December 2026 [added: and September 2031] | [removed: ​] | [removed: 18,000] [added: | | | | 29,000] sq. ft. | [added: | |]

| Rockwell Business Center Sheridan, Sheridan Street Corner United Street, Highway Hills Mandaluyong City 1550 Philippines | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | |] November 2028 | [removed: ​] | [removed: 10,500] [added: | | | | 16,000] sq. ft. | [added: | |]

| One Liberty Plaza, New York, New York | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | |] May 2027 | [removed: ​] | [added: | | | |] 8,500 sq. ft. | [added: | |]

| 65 Queen Street West Toronto, Ontario, Canada | [removed: ​] | [added: | | | |] Office space | [removed: ​] | [added: | | | |] Leased | [removed: ​] | [added: | | | | April and] June 2028 | [removed: ​] | [removed: 8,000] [added: | | | | 11,000] sq. ft. | [added: | |]

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

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

| 6800 West 115th Street, Overland Park, Kansas | | | | | | Office space | | | | | | Leased | | | | | | May 2035 | | | | | | 60,000 sq. ft. | | |

The sale of the Company’s former headquarters, including the associated land, building, and certain furniture and equipment of the former headquarters location, was completed on June 28, 2024.

In May 2024, the Company entered into an agreement to amend its lease agreement for its Lenexa, Kansas office space.

Additionally, in September 2024, the Company signed a new lease to secure approximately 60,000 square feet of office space in Overland Park, Kansas.

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

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

| | ​ | ​ | | | | ​ | ​ | |

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

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

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

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 building is currently classified as held for sale.

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

​

As of January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 116] [added: 108] holders of record of our common stock.

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

Future debt obligations and statutory provisions, among other things, may [removed: limit, or] [added: limit or,] in some [removed: cases prohibit,] [added: cases, prohibit] our ability to [added: issue or] pay dividends.

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 [removed: $1.8 billion.][added: $2.3 billion as of December 31, 2024.]

Under the program, for the year ended December 31, [removed: 2023,] [added: 2024,] the Company repurchased [removed: 661,721] [added: 1,148,295] shares of common stock at an average cost per share of [removed: $126.80,] [added: $177.86,] totaling [removed: $83.9] [added: $204.3] million.

Since inception of the program through December 31, [removed: 2023,] [added: 2024,] the Company has repurchased [removed: 19,610,088] [added: 20,758,383] shares of common stock at an average cost per share of [removed: $72.21,] [added: $78.05,] totaling [removed: $1.4] [added: $1.6] billion.

As of December 31, [removed: 2023,] [added: 2024,] the Company had [removed: $384.0] [added: $679.8] million of availability remaining under its existing share repurchase authorizations.

| Period | | [removed: Shares Purchased] | | [removed: Paid per Share] | | [added: Total number of shares purchased] | [removed: or Programs] | | [removed: (in millions)] | | [added: | Average price paid per share | | |]

During the fiscal quarter ended December 31, [removed: 2023,] [added: 2024,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock [removed: units and restricted stock awards.][added: units.]

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, [removed: 2023:][added: 2024:]

The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, [removed: 2018] [added: 2019] against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.

An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, [removed: 2018,] [added: 2019,] and its performance is tracked on an annual basis through December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

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

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

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

| October 1 to October 31, 2024 | | | | | | 6,392 | | | | | | $ | 206.00 | |

| November 1 to November 30, 2024 | | | | | | 226 | | | | | | 204.98 | | |

| December 1 to December 31, 2024 | | | | | | 277 | | | | | | 211.18 | | |

| Total | | | | | | 6,895 | | | | | | $ | 206.17 | |

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

*$100 invested on 12/31/19 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Date Source: Yahoo Finance, Closing Price(s)

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

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

| | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| Cboe Global Markets, Inc. | | | 100.00 | | | | | | 78.83 | | | | | | 112.12 | | | | | | 109.69 | | | | | | 158.37 | | | | | | 175.40 | | |

| S&P 500 | | | 100.00 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | | | | | 259.05 | | |

| Peer Group | | | 100.00 | | | | | | 115.32 | | | | | | 158.19 | | | | | | 129.34 | | | | | | 147.30 | | | | | | 182.20 | | |

[Table](#i2fbe324f89c5407385ae8e7fa6d49100_7) [o](#i2fbe324f89c5407385ae8e7fa6d49100_7)[f Contents](#i2fbe324f89c5407385ae8e7fa6d49100_7)

The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:

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

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

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

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

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

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

| October 1 to October 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 389.8 |

| November 1 to November 30, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 389.8 |

| December 1 to December 31, 2023 | ​ | 33,507 | ​ | ​ | 173.59 | ​ | 33,507 | ​ | ​ | 384.0 |

| Total | ​ | 33,507 | ​ | $ | 173.59 | ​ | 33,507 | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

| October 1 to October 31, 2023 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2023 | ​ | 243 | ​ | ​ | 176.66 |

| December 1 to December 31, 2023 | ​ | 52 | ​ | ​ | 134.03 |

| Total | ​ | 295 | ​ | ​ | 169.18 |

​

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

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

| ​ | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 | ​ | 12/21 | ​ | 12/22 | ​ | 12/23 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 124.16 | ​ | 97.88 | ​ | 139.21 | ​ | 136.20 | ​ | 196.64 |

| S&P 500 | ​ | 100.00 | ​ | 125.72 | ​ | 148.85 | ​ | 191.58 | ​ | 156.88 | ​ | 198.13 |

| Peer Group | ​ | 100.00 | ​ | 122.67 | ​ | 142.87 | ​ | 197.23 | ​ | 162.00 | ​ | 182.70 |

| Cboe Global Markets, Inc. and Subsidiaries | | [added: | | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#ReportofIndependentPublicAccountingFirm)] [added: Firm](#i2fbe324f89c5407385ae8e7fa6d49100_82)] (PCAOB ID 185) | [removed: 107] | [added: | [92](#i2fbe324f89c5407385ae8e7fa6d49100_82) | | |]

| [removed: Consolidated] [added: [Consolidated] Financial [removed: Statements:] [added: Statements:](#i2fbe324f89c5407385ae8e7fa6d49100_85)] | [removed: ​] | [added: | | | |]

[removed: | [Consolidated] [added: Consolidated] Balance [removed: Sheets](#ConsolidatedBalanceSheets_913646) | 111 |][added: Sheets]

| [Consolidated Statements of [removed: Income](#ConsolidatedStatementsofIncome_610291)] [added: Income](#i2fbe324f89c5407385ae8e7fa6d49100_91)] | [removed: 112] | [added: | [96](#i2fbe324f89c5407385ae8e7fa6d49100_91) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#ConsolidatedStatementsofComprehensiveInc)] [added: Income](#i2fbe324f89c5407385ae8e7fa6d49100_94)] | [removed: 113] | [added: | [97](#i2fbe324f89c5407385ae8e7fa6d49100_94) | | |]

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ConsolidatedStatementsofChangesinStockho)] [added: Equit](#i2fbe324f89c5407385ae8e7fa6d49100_97)y] | [removed: 114] | [added: | [98](#i2fbe324f89c5407385ae8e7fa6d49100_97) | | |]

| [Consolidated Statements of Cash [removed: Flows](#ConsolidatedStatementsofCashFlows_740676)] [added: Flows](#i2fbe324f89c5407385ae8e7fa6d49100_100)] | [removed: 115] | [added: | [99](#i2fbe324f89c5407385ae8e7fa6d49100_100) | | |]

| [Notes to Consolidated Financial [removed: Statements](#NotestoConsolidatedFinancialStatements_1)] [added: Statements](#i2fbe324f89c5407385ae8e7fa6d49100_103)] | [removed: 116] | [added: | [100](#i2fbe324f89c5407385ae8e7fa6d49100_103) | | |]

To the Stockholders and Board of Directors of [added: Cboe Global Markets, Inc.:]

[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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in [removed: stockholders’] [added: stockholders'] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: _Internal] [added: Internal] Control [removed: –] [added: -] Integrated Framework [removed: (2013)_] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 16, 2024] [added: 21, 2025] expressed an unqualified opinion on the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting.

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

[removed: _Critical] [added: *Critical] Audit [removed: Matters_][added: Matter*]

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

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

[removed: _Evaluation] [added: *Evaluation] of unrecognized tax [removed: benefits_][added: benefits*]

We evaluated the design and tested the operating effectiveness of certain internal controls over the [removed: Company’s] [added: Company's] unrecognized tax benefits process, including [removed: controls] [added: a control] over the estimate of tax benefits to be realized upon ultimate settlement of tax positions.

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

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

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

[removed: _/s/] [added: */s/] KPMG [removed: LLP_][added: LLP*]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

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

We have audited Cboe Global Markets, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: _Internal] [added: Internal] Control [removed: –] [added: -] 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: 2023,] [added: 2024,] based on criteria established in [removed: _Internal] [added: Internal] Control [removed: –] [added: -] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in [removed: stockholders’] [added: stockholders'] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 16, 2024] [added: 21, 2025] expressed an unqualified opinion on those consolidated financial statements.

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

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

[removed: Consolidated Balance Sheets][added: | [Consolidated Balance Sheets](#i2fbe324f89c5407385ae8e7fa6d49100_88) | | | [95](#i2fbe324f89c5407385ae8e7fa6d49100_88) | | |]

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| [removed: ​] | [removed: ​] | [added: | 2024 | | | | | |] 2023 | | [removed: ​] | [added: | | |] 2022 | | [removed: ​] |

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

| Current assets: | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | |]