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

6K characters. Original on sec.gov ·

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

Common Stock

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

Dividends

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

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

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

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share Repurchase Program

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

Under the program, for the year ended December 31, 2025, the Company repurchased 305,317 shares of common stock at an average cost per share of $213.74, totaling $65.3 million. Since inception of the program through December 31, 2025, the Company has repurchased 21,063,700 shares of common stock at an average cost per share of $80.02, totaling $1.7 billion. As of December 31, 2025, the Company had $614.5 million of availability remaining under its existing share repurchase authorizations. The Company did not repurchase shares under the Company's share repurchase program during the three months ended December 31, 2025.

Purchase of common stock from employees

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

PeriodTotal number of shares purchasedAverage price paid per share
October 1 to October 31, 20256,564$244.71
November 1 to November 30, 2025461254.29
December 1 to December 31, 2025——
Total7,025$245.34

Stockholder Return Performance Graph

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

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

Comparison of Cumulative Total Return of the

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

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

and a Peer Group

3629

*$100 invested on 12/31/20 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Data Source: Yahoo Finance, Closing Price(s)

12/2012/2112/2212/2312/2412/25
Cboe Global Markets, Inc.$100.00$142.23$139.15$200.90$222.49$289.12
S&P 500100.00128.71105.40133.10166.40196.16
Peer Group100.00136.51111.10128.01157.42188.11

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