Item 3. Legal Proceedings

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

OEMS Disapproval Order Challenge

On February 13, 2024, Cboe Options filed a proposal to adopt a new rule regarding 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 Exchange Act. The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors.

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