Item 8. Financial Statements and Supplementary Data

256K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Cboe Global Markets, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185)87
Consolidated Financial Statements:
Consolidated Balance Sheets90
Consolidated Statements of Income91
Consolidated Statements of Comprehensive Income92
Consolidated Statements of Changes in Stockholders’ Equity93
Consolidated Statements of Cash Flows94
Notes to Consolidated Financial Statements95

Report of Independent Registered Public Accounting Firm

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

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cboe Global Markets, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) 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 a critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of unrecognized tax benefits

As discussed in Notes 2 and 21 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based upon the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement.

We identified the evaluation of unrecognized tax benefits in certain jurisdictions as a critical audit matter. A higher degree of auditor judgment and the involvement of professionals with specialized skills and knowledge was required to evaluate the Company's estimate of tax benefits to be realized upon ultimate settlement of its tax positions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's unrecognized tax benefits process, including a control over the estimate of tax benefits to be realized upon ultimate settlement of tax positions. We evaluated the Company's ability to estimate its unrecognized tax benefits by comparing historical unrecognized tax benefits to actual results upon the conclusion of examinations by applicable taxing authorities. In addition, we involved tax professionals with specialized skills and knowledge who assisted in:

  • analyzing the Company’s tax positions, including the measurement of unrecognized tax benefits

  • evaluating changes in applicable laws and regulations

  • inspecting settlements and communication with applicable taxing authorities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2020.

Kansas City, Missouri

February 20, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Cboe Global Markets, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Cboe Global Markets, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (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, 2025, based on criteria established in Internal Control — Integrated Framework (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, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Kansas City, Missouri

February 20, 2026

Cboe Global Markets, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2025 and 2024

(In millions, except share and per share data)

December 31, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$2,216.5$920.3
Financial investments36.1110.3
Accounts receivable, net of $6.8 allowance for credit losses at December 31, 2025 and $6.6 at December 31, 2024391.4444.6
Margin deposits, clearing funds, and interoperability funds1,618.2845.5
Income taxes receivable67.973.8
Other current assets (includes restricted cash of $34.1 at December 31, 2025 and $— at December 31, 2024)91.384.6
Total current assets4,421.42,479.1
Investments32.4383.7
Property and equipment, net133.1118.0
Operating lease right of use assets111.0124.5
Goodwill3,150.53,124.2
Intangible assets, net1,297.21,376.9
Other assets, net159.7182.7
Total assets$9,305.3$7,789.1
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities$686.9$359.7
Section 31 fees payable0.2182.0
Deferred revenue6.96.4
Margin deposits, clearing funds, and interoperability funds1,618.2845.5
Income taxes payable50.11.6
Total current liabilities2,362.31,395.2
Long-term debt1,442.91,441.0
Non-current unrecognized tax benefits15.8305.0
Deferred income taxes185.3186.8
Non-current operating lease liabilities120.9138.4
Other non-current liabilities39.843.1
Total liabilities4,167.03,509.5
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at December 31, 2025 and December 31, 2024——
Common stock, $0.01 par value: 325,000,000 shares authorized, 104,654,764 and 104,647,739 shares issued and outstanding, respectively at December 31, 2025 and 104,693,373 and 104,686,478 shares issued and outstanding, respectively at December 31, 20241.01.0
Common stock in treasury, at cost, 7,025 shares at December 31, 2025 and 6,895 shares at December 31, 2024(1.5)(1.4)
Additional paid-in capital1,565.11,512.5
Retained earnings3,543.62,815.9
Accumulated other comprehensive income (loss), net30.1(48.4)
Total stockholders’ equity5,138.34,279.6
Total liabilities and stockholders' equity$9,305.3$7,789.1

See accompanying notes to consolidated financial statements.

Cboe Global Markets, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31, 2025, 2024, and 2023

(In millions, except per share data)

202520242023
Revenues:
Cash and spot markets$1,834.8$1,670.0$1,445.1
Data Vantage635.5576.6539.2
Derivatives markets2,243.91,847.91,789.2
Total revenues4,714.24,094.53,773.5
Cost of revenues:
Liquidity payments1,709.71,329.11,385.8
Routing and clearing80.468.379.1
Regulatory fees cost of revenues238.7391.4185.7
Royalty fees and other cost of revenues256.3233.3204.9
Total cost of revenues2,285.12,022.11,855.5
Revenues less cost of revenues2,429.12,072.41,918.0
Operating expenses:
Compensation and benefits500.8462.4425.8
Depreciation and amortization122.4133.0158.0
Technology support services107.6102.899.7
Professional fees and outside services91.594.892.0
Travel and promotional expenses42.145.837.6
Facilities costs26.224.625.7
Acquisition-related costs0.31.37.4
Impairment of assets46.781.0—
Other expenses24.428.313.9
Total operating expenses962.0974.0860.1
Operating income1,467.11,098.41,057.9
Non-operating (expenses) income:
Interest expense(52.3)(51.5)(62.4)
Interest income49.427.312.0
Earnings on investments, net92.829.039.5
Other income (expense), net9.6(19.4)0.6
Income before income tax provision1,566.61,083.81,047.6
Income tax provision466.6318.9286.2
Net income1,100.0764.9761.4
Net income allocated to participating securities(5.2)(3.9)(3.9)
Net income allocated to common stockholders$1,094.8$761.0$757.5
Basic earnings per share$10.46$7.24$7.16
Diluted earnings per share$10.42$7.21$7.13
Basic weighted average shares outstanding104.7105.1105.8
Diluted weighted average shares outstanding105.1105.5106.2

See accompanying notes to consolidated financial statements.

Cboe Global Markets, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2025, 2024, and 2023

(In millions)

202520242023
Net income$1,100.0$764.9$761.4
Other comprehensive income (loss):
Foreign currency translation adjustments78.3(43.0)24.6
Unrealized holding gains (losses) on financial investments—5.0(2.8)
Post-retirement benefit obligations, net of income tax0.20.3(0.2)
Realized gains on available-for-sale financial investments—(1.3)—
Comprehensive income1,178.5725.9783.0
Net income allocated to participating securities(5.2)(3.9)(3.9)
Comprehensive income allocated to common stockholders, net of income tax$1,173.3$722.0$779.1

See accompanying notes to consolidated financial statements.

Cboe Global Markets, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31, 2025, 2024, and 2023

(In millions)

Preferred StockCommon StockTreasury StockAdditional paid-in capitalRetained earningsAccumulated other comprehensive (loss) income, netTotal stockholders’ equity
Balance at December 31, 2022$—$1.1$(131.0)$1,455.1$2,171.1$(31.0)$3,465.3
Cash dividends on common stock of $2.10 per share————(223.5)—(223.5)
Stock-based compensation———41.3——41.3
Repurchases of common stock from employee stock plans——(13.9)———(13.9)
Purchase of common stock——(83.9)———(83.9)
Retirement of treasury stock——218.3(34.5)(183.8)——
Shares issued under employee stock purchase plan———16.7——16.7
Net income————761.4—761.4
Other comprehensive income—————21.621.6
Balance at December 31, 2023$—$1.1$(10.5)$1,478.6$2,525.2$(9.4)$3,985.0
Cash dividends on common stock of $2.36 per share————(249.4)—(249.4)
Stock-based compensation———41.8——41.8
Repurchases of common stock from employee stock plans——(29.5)———(29.5)
Purchase of common stock——(205.6)———(205.6)
Retirement of treasury stock—(0.1)244.2(19.3)(224.8)——
Shares issued under employee stock purchase plan———11.4——11.4
Net income————764.9—764.9
Other comprehensive loss—————(39.0)(39.0)
Balance at December 31, 2024$—$1.0$(1.4)$1,512.5$2,815.9$(48.4)$4,279.6
Cash dividends on common stock of $2.70 per share————(284.3)—(284.3)
Stock-based compensation———50.00.4—50.4
Repurchases of common stock from employee stock plans——(29.8)———(29.8)
Purchase of common stock——(65.3)———(65.3)
Retirement of treasury stock——95.0(6.6)(88.4)——
Shares issued under employee stock purchase plan———9.2——9.2
Net income————1,100.0—1,100.0
Other comprehensive income—————78.578.5
Balance at December 31, 2025$—$1.0$(1.5)$1,565.1$3,543.6$30.1$5,138.3

See accompanying notes to consolidated financial statements.

Cboe Global Markets, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2025, 2024, and 2023

(In millions)

202520242023
Cash flows from operating activities:
Net income$1,100.0$764.9$761.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization122.4133.0158.0
Impairment of assets46.781.0—
Stock-based compensation expense50.441.841.3
(Gain) impairment of minority investments(5.1)31.61.8
Change in contingent consideration—2.0(14.4)
Equity earnings on investments(84.2)(26.5)(36.9)
Benefit for deferred income taxes(8.4)(23.6)(15.2)
Other loss (gain) adjustments, net2.2(0.7)4.0
Changes in assets and liabilities:
Accounts receivable79.4(124.3)39.4
Restricted cash and cash equivalents and customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)528.576.0282.6
Income taxes receivable6.10.5(26.3)
Other current assets17.1(26.0)(17.4)
Other assets24.817.3(26.7)
Accounts payable and accrued liabilities6.5(36.4)(19.1)
Section 31 fees payable(181.8)130.1(95.2)
Deferred revenue0.50.5(5.8)
Income taxes payable48.50.8(2.8)
Unrecognized tax benefits—61.247.7
Other liabilities(1.0)(2.6)(0.8)
Net cash flows provided by operating activities1,752.61,100.61,075.6
Cash flows from investing activities:
Proceeds from investments441.8——
Contributions to investments(2.5)(40.2)(57.1)
Purchases of available-for-sale financial investments(174.8)(115.6)(89.8)
Proceeds from maturities of available-for-sale financial investments248.167.9135.7
Proceeds from sale of intangible assets1.60.10.8
Proceeds from sale of property held for sale—3.3—
Proceeds from sale of property and equipment—0.7—
Proceeds from notes receivable7.02.8—
Proceeds from insurance—0.10.3
Purchases of property and equipment and leasehold improvements, net(71.0)(60.9)(45.0)
Net cash flows provided by (used in) investing activities450.2(141.8)(55.1)
Cash flows from financing activities:
Principal payments of current portion of long-term debt——(305.0)
Cash dividends on common stock(284.3)(249.4)(223.5)
Repurchases of common stock from employee stock plans(29.8)(29.5)(13.9)
Shares issued under employee stock purchase plan9.28.6(16.7)
Payments of contingent consideration related to acquisitions—(13.9)(13.1)
Payments for Cboe Digital non-recourse notes and warrants wind down—(6.0)—
Purchase of common stock, including commissions and excise taxes(66.7)(204.8)(83.9)
Net cash flows used in financing activities(371.6)(495.0)(656.1)
Effect of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents271.8(95.1)52.8
Increase in cash, cash equivalents, and restricted cash and cash equivalents2,103.0368.7417.2
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period1,765.81,397.1979.9
End of period$3,868.8$1,765.8$1,397.1
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:
Cash and cash equivalents$2,216.5$915.3$543.2
Restricted cash and cash equivalents (included in margin deposits, clearing funds, and interoperability funds)1,617.0841.4834.8
Restricted cash and cash equivalents (included in cash and cash equivalents)—5.0—
Restricted cash and cash equivalents (included in other current assets)34.1—5.1
Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)1.24.114.0
Total$3,868.8$1,765.8$1,397.1
Supplemental disclosure of cash transactions:
Cash paid for income taxes, net$391.6$362.4$286.4
Cash paid for interest91.7100.156.7
Supplemental disclosure of noncash investing activities:
Intangible assets earned or acquired$—$1.2$—
Note receivable from property held for sale—6.4—
Supplemental disclosure of noncash financing activities:
Excise tax on purchases of common stock$—$1.3$—
Cboe Digital investor member revenue asset—16.2(3.2)
Cboe Digital non-recourse notes and warrants—(16.2)3.2

See accompanying notes to consolidated financial statements.

Cboe Global Markets, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024 and for the

Years Ended December 31, 2025, 2024, and 2023

1. NATURE OF OPERATIONS

Cboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing, and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, and FX, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Cboe’s subsidiaries include the largest options exchange and the third largest equities exchange operator in the U.S. In addition, the Company operates Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest 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 and Canada, Cboe Australia, an operator of a regulated stock exchange in Australia, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

In 2025, following a comprehensive strategic review of its global business operations, Cboe initiated the wind down of its Japanese equities business, including the cessation of operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform, initiated a sales process for its Cboe Australia and Cboe Canada businesses, discontinued its U.S. and European Corporate Listings efforts, and reduced costs associated with its U.S. and European ETP Listings businesses, Cboe Europe Derivatives ("CEDX"), and several of Cboe’s smaller Risk and Market Analytics businesses. Subsequent to December 31, 2025, after further review of its global business operations, Cboe initiated the wind down of CEDX.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Accounting

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) as established by FASB.

*(*b) Basis of Presentation

The accompanying financial statements are presented on a consolidated basis to include the accounts and transactions of Cboe Global Markets, Inc. and its majority owned subsidiaries and all significant intercompany accounts and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and reported amounts of revenues and expenses. On an ongoing basis, management evaluates its estimates based upon historical experience, observance of trends, information available from outside sources and various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented have been included.

Segment Information

The Company previously operated six reportable business segments as of December 31, 2024. As of January 1, 2025, the Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, which are further described below and are reflective of how the Company's Chief Operating Decision Maker ("CODM") reviews and operates the business. See Note 16 ("Segment Reporting") for more information.

(c) Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of the amounts of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the valuation of goodwill, indefinite-lived intangible assets, and unrecognized tax benefits.

(d) Cash and Cash Equivalents

The Company’s cash and cash equivalents are exposed to concentrations of credit risk. 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. The Company considers liquid investments, including certain short-term repurchase agreements and U.S. and UK Treasury securities, with original or acquired maturities of three months or less, and money market funds, to be cash equivalents.

(e) Financial Investments

Financial investments are classified as trading or available-for-sale.

Trading financial investments represent financial investments held by Cboe Trading that retain the industry-specific accounting classification required for broker-dealers, and marketable securities held in a rabbi trust for the Company’s non-qualified retirement and benefit plans. The investments held by the broker-dealer subsidiary are recorded at fair value with changes in unrealized gains and losses reflected within interest income or interest expense in the consolidated statements of income. The investments held in a trust are recorded at fair value with changes in unrealized gains or losses recorded within other income (expense), net and the equal and offsetting charges in the related liability are recorded in compensation and benefits expense in the consolidated statements of income as it relates to employee compensation plans and recorded in professional fees and outside services expense in the consolidated statements of income as it relates to non-employee director compensation plans.

Available-for-sale financial investments are comprised of the financial investments not held by Cboe Trading, including highly liquid U.S. Treasury securities.

Interest on financial investments, including amortization of premiums and accretion of discounts, is recognized as income when earned. Realized gains and losses on financial investments are calculated using the specific identification method and are included in interest income and interest expense in the accompanying consolidated statements of income.

(f) Accounts Receivable, Net

Accounts receivable are concentrated with the Company’s member firms and market data distributors and are carried at amortized cost. The Company nets transaction fees and liquidity payments for each member firm on a monthly basis and recognizes the total owed from a member firm as accounts receivable, net and the total owed to a member firm as accounts payable and accrued liabilities in the consolidated balance sheets. On a periodic basis, management evaluates the Company’s accounts receivable and records an allowance for expected credit losses using an aging schedule. The aging schedule applies loss rates based on historical loss information and, as deemed necessary, is adjusted for differences in the nature of the receivables that exist at the reporting date from the historical period. Due to the short-term nature of the accounts receivable, changes in future economic conditions are not expected to have a significant impact on the expected credit losses.

The accounts receivable are presented net of allowance for credit losses on the consolidated balance sheets and the associated losses are presented in other operating expenses on the consolidated statements of income.

(g) Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the assets, generally ranging from three to seven years. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of leasehold improvements is calculated using the straight-line method over the shorter of the related lease term or the estimated useful life of the assets.

Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances indicate that the carrying values of the assets may not be recoverable. The Company bases this evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment

indicators are present that would indicate that the carrying value of any asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. In the event of impairment, the Company recognizes a loss for the difference between the carrying value and the estimated value of the asset as measured using quoted market prices or, in the absence of quoted market prices, a discounted cash flow analysis. Impairment charges concerning long-lived assets were made during the periods presented. See Note 9 ("Other Assets, Net") for additional information.

The Company expenses software development costs as incurred during the preliminary project stage, while capitalizing costs incurred during the application development stage, which includes design, coding, installation, and testing activities.

(h) Goodwill and Intangible Assets, Net

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to the Company’s reporting units based on the assignment of the fair values of each reporting unit of the acquired company. The Company tests goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired.

Intangible assets, net, primarily include acquired trademarks and trade names, customer relationships, strategic alliance agreements, licenses and registrations, and non-compete agreements. Intangible assets with finite lives are amortized based on the discounted cash flow method applied over the estimated useful lives of the intangible assets and are tested for impairment if certain events occur indicating that the carrying value may be impaired.

Intangible assets deemed to have indefinite useful lives are not amortized, but instead are tested for impairment at least annually, usually concurrently with goodwill. Impairment exists if the fair value of the asset is less than the carrying value, and in that case, an impairment loss is recorded.

Impairment charges concerning intangible assets were made during the periods presented. See Note 10 ("Goodwill, Intangible Assets, Net and Digital Assets Held") for additional information.

(i) Treasury Stock

The Company accounts for the purchase of treasury stock under the cost method with the shares of stock repurchased, plus any direct costs and excise taxes, reflected as a reduction to Cboe stockholders’ equity and included in common stock in treasury, at cost in the consolidated balance sheets. Shares repurchased under the Company’s share repurchase program are either available to be redistributed or they are retired. The Company accounts for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in-capital or retained earnings on the consolidated balance sheets.

(j) Foreign Currency

The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated into U.S. dollars using the exchange rate in effect as of each balance sheet date. Statements of income and cash flow amounts are translated using the average exchange rate during the period. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at the applicable exchange rates are included in accumulated other comprehensive loss, net in the accompanying consolidated balance sheets. Foreign currency gains and losses are recorded as other (expense) income, net in the consolidated statements of income. The Company’s operations in the United Kingdom, the Netherlands, Canada, Australia, Japan, Singapore, the Philippines, and Hong Kong are recorded in Pounds sterling, Euros, Canadian dollars, Australian dollars, Japanese yen, Singapore dollars, Philippine pesos, and Hong Kong dollars, respectively.

(k) Income Taxes

Deferred taxes are recorded on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by valuation allowances when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an unrecognized tax benefit only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full amount of deferred benefits for unrecognized tax benefits. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in the income tax provision within the consolidated statements of income.

The Company has elected to account for net controlled foreign corporation tested income ("NCTI"), formerly global intangible low-taxed income ("GILTI"), in the period in which it is incurred, and therefore has not provided any deferred tax impacts of NCTI in the consolidated financial statements.

(l) Revenue Recognition

For further discussion related to revenue recognition of fees, such as transaction and clearing fees and liquidity payments, access and capacity fees, market data fees, and regulatory transaction and Section 31 fees, see Note 4 ("Revenue Recognition").

Concentrations of Revenue

For each of the years ended December 31, 2025, 2024, and 2023, one customer accounted for approximately 10% of the Company’s total revenue. The revenues associated with this customer are included in the Options, North American Equities, Europe and Asia Pacific, Global FX and Futures segments and totaled $480.0 million, $403.1 million, and $389.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

No customer is contractually or otherwise obligated to continue to use the Company’s services. The loss of, or a significant reduction of, participation by these customers may have a material adverse effect on the Company’s business, financial position, results of operations, and cash flows. The three largest clearing members clear approximately 71% of the market-maker sides of transactions at all of the Company’s U.S. options exchanges. If any of these clearing members were to withdraw from the business of market-maker clearing and market-makers were unable to transfer to another clearing member, this could create significant disruption to the U.S. options markets, including Cboe’s.

(m) Earnings Per Share

The computation of basic earnings per share is calculated by reducing net income for the period by dividends paid or declared and undistributed net income for the period that are allocated to participating securities to arrive at net income allocated to common stockholders. Net income allocated to common stockholders is divided by the weighted average number of common shares outstanding during the period to determine net income per share allocated to common stockholders.

The computation of diluted earnings per share is calculated by dividing net income allocated to common stockholders by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The dilutive effect is calculated using the more dilutive of the two-class or treasury stock method.

(n) Stock-Based Compensation

The Company grants stock-based compensation to its employees and directors through restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes stock-based compensation expense related to stock-based compensation awards with graded vesting that have a service condition on a straight-line basis over the requisite service period of the entire award.

For RSUs, the amount of stock-based compensation expense is based on the fair value of Cboe Global Markets, Inc. common stock at the date of grant. The fair value is based on a current market-based transaction of the Company’s common stock. For PSUs, the Company uses a Monte Carlo valuation model to estimate the fair value of awards tied to total shareholder return applying a grant-date fair value approach, contingent on the achievement of performance conditions. See Note 19 ("Stock-Based Compensation") for additional information.

(o) Business Combinations

The Company records identifiable assets, liabilities and goodwill acquired in a business combination at fair value at the acquisition date. Additionally, transaction-related costs are expensed in the period incurred.

(p) Debt Issuance Costs

All costs incurred to issue debt are capitalized as a contra-liability and amortized over the life of the debt using the interest method.

(q) Investments

The Company generally accounts for investments using the measurement alternative when it owns less than 20% of the outstanding voting stock of a company, there is an absence of readily determinable fair value for the respective investment,

and the Company has an inability to exercise significant influence over the investment based upon the respective ownership interests held. The Company recognizes dividend income when declared.

In general, the equity method of accounting is used when the Company owns 20% to 50% of the outstanding voting stock of a company and when it is able to exercise significant influence over the operating and financial policies of a company. For equity method investments, the Company records the pro rata share of earnings or losses each period and records any dividends received as a reduction in the investment balance. The equity method investment is inclusive of other-than-temporary declines in value, recognized by the investee, who considers a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying value. If the estimated fair value of the investment is less than the carrying value and the decline in value is considered to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment.

The Company’s investment in 7Ridge Investments 3 LP ("7Ridge Fund") represents a nonconsolidated variable interest entity (“VIE”) and is accounted for under the equity method of accounting. The Company has determined that consolidation of the VIE is not required as the Company is not the primary beneficiary of the 7Ridge Fund, as it does not have controlling financial interest and lacks the ability to unilaterally remove the general partner, 7Ridge Investments 3 GP Limited, direct material strategic decisions, or dissolve the entity (i.e. the Company does not have unilateral substantive “kick-out” or “liquidation” rights). See Note 6 ("Investments") for additional information.

(r) Leases

The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in operating lease right of use (“ROU”) assets, accrued liabilities, and non-current operating lease liabilities on the balance sheet as of December 31, 2025. The Company does not have any finance leases as of December 31, 2025.

ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the lease liabilities, as the rate implicit in the Company’s leases is generally not reasonably determinable. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s leases. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short-term leases. For short-term operating leases, lease expense is recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Company recognizes lease expense in facilities costs within the consolidated statements of income for these leases on a straight-line basis over the lease term. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more, and some of which include the Company’s option to terminate the leases within one year. When the implicit rate in the Company’s lease is not reasonably determinable, the Company applies an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

(s) Margin Deposits, Clearing Funds, and Interoperability Funds

Margin deposits, clearing funds, and interoperability funds in the form of cash contributions by Cboe Clear Europe’s clearing members where title has transferred to Cboe Clear Europe are included as current assets with equal and offsetting current liabilities in the consolidated balance sheets. Changes in margin deposits, clearing funds, and interoperability funds, are presented net in the “restricted cash and cash equivalents and customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)” line in the operating section of the consolidated statement of cash flows. Similarly, cash flows associated with related investment agreements as well as interest income earned on such investments will be classified as cash flows from operating activities in the consolidated statement of cash flows. Both activities are part of Cboe Clear Europe’s principal operating activities and are presented within the operating section of the consolidated statement of cash flows.

When investments are made in accordance with its investment policy, Cboe Clear Europe receives the amount of investment earnings and pays clearing members those earnings minus a set basis point cost of collateral. Related interest income and interest expense are presented gross in the consolidated statement of income in other revenue and other cost of revenue, respectively, as it relates to a core operating activity of Cboe Clear Europe.

Cboe Clear U.S. holds cash on behalf of its customers for the purposes of supporting clearing transactions. Customer cash may be invested in approved investments and any interest or gain received, or loss incurred on invested funds is recorded in the consolidated statements of income. The Company includes customer cash related to the clearing activity on the consolidated balance sheets in margin deposits, clearing funds, and interoperability funds, with a corresponding liability.

Restricted cash within other current assets represents cash not available for general corporate purposes and either i) outside of the sole control of the Company or ii) legally restricted as to its use and is included in other current assets in the consolidated balance sheets. See Note 14 ("Clearing Operations") for more information.

(t) Digital Assets Held

The Company determined that digital assets held should be accounted for under ASC 350 – Intangibles – Goodwill and Other, and included on the consolidated balance sheets within intangibles, net. As there is no inherent limit imposed on the useful life of the digital assets, they are classified as indefinite-lived intangible assets and are not subject to amortization. Instead, they are tested for impairment annually or more frequently if events or circumstances change that indicate it is more likely than not that the asset is impaired (i.e., if an impairment indicator exists). The Company will not record any increases in value during the period the digital assets are held; the only gains that are recorded are upon disposition (if the proceeds exceed the carrying value at the time of the disposition).

3. RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements – Adopted

On January 23, 2025, the SEC issued Staff Accounting Bulletin 122 (“SAB 122”), which rescinds the interpretive guidance included in the Staff Accounting Bulletin 121 (“SAB 121”). SAB 121, issued March 31, 2022, provided interpretive guidance from the SEC regarding the accounting for obligations to safeguard digital assets that an entity holds on behalf of customers. For public entities, SAB 122 is effective on a fully retrospective basis in annual periods beginning after December 15, 2024. Additionally, SAB 122 was codified by the FASB in March 2025, under Accounting Standards Update ("ASU") 2025-02, Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The Company adopted the guidance for the consolidated financial statements issued for the year ended December 31, 2025 and, therefore, no longer discloses safeguarded digital assets within Note 8 (“Goodwill, Intangible Assets, Net, and Digital Assets Held”), Note 13 (“Fair Value Measurement”), and the consolidated balance sheets. The adoption had no material impact on the previously reported condensed consolidated financial statements as the Company liquidated all digital assets held on behalf of customers in the third quarter of 2024.

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This ASU addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in earnings in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. For public entities, the update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2024. The Company adopted the update for the consolidated financial statements issued for the year ended December 31, 2025, and it does not have a material impact on the consolidated financial statements as the Company does not hold a material amount of crypto assets at December 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For public entities, the update is effective for fiscal years beginning after December 15, 2024. The Company adopted the update for the consolidated financial statements issued for the year ending December 31, 2025. The Company elected to apply the standard retrospectively to enhance comparability across periods. The required disclosures, as applicable, are included in Note 21 ("Income Taxes"), and reflect the extent of the impact of the adoption of ASU 2023-09 on the consolidated financial statement disclosures.

Recent Accounting Pronouncements – Issued, not yet Adopted

In September 2025, the FASB issued ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 eliminates the traditional stages for internal use software (preliminary, development, post-implementation) used to determine when to capitalize costs. Instead, capitalization begins when both management has authorized and committed funding for the project and it is probable the project will be completed and the software will be used as intended. The amendments will be effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027, and is currently reviewing the impact that the adoption of ASU 2025-06 may have on the consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disaggregated disclosure of certain income statement expenses for public entities. For public entities, the update is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027, and is currently reviewing the impact that the adoption of ASU 2024-03 may have on the consolidated financial statement disclosures.

On March 6, 2024, the SEC adopted new Climate Disclosure Rules, which require companies to publish information that describes the climate-related risks that are reasonably likely to have a material impact on a company’s business or consolidated financial statements. The final rules would require companies to disclose material climate-related risks, activities to mitigate or adapt to such risks, information about the companies’ board of directors’ oversight of climate-related risks and management’s role in managing climate-related risks, and information on any climate-related targets or goals that are material to the companies’ business, results of operations or financial condition. On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s final Climate Disclosure Rules, in response to legal challenges unaffiliated with the Company. On February 11, 2025, the acting Chairman of the SEC directed the SEC staff to notify the court of changed circumstances and requested that the Court not schedule the case for argument. On March 27, 2025, the SEC voted to end its defense of its Climate Disclosure Rules. On April 24, 2025, the U.S. Court of Appeals for the Eighth Circuit (the “Court”) granted an order to hold in abeyance the cases regarding the validity of the SEC's final Climate Disclosure Rules. On July 23, 2025, the SEC replied to the Court’s request for a status report. The SEC informed the Court that it does not intend to review or reconsider the Climate Disclosure Rules at this time and requests that the Court decide the case as briefed. On September 12, 2025, the Court issued an order continuing the abeyance until the SEC reconsiders the Climate Disclosure Rules via notice-and-comment or renews its defense of the Climate Disclosure Rules. The Company will continue to monitor updates to the Climate Disclosure Rules and potential impacts on the consolidated financial statements.

There were no other recent applicable material accounting pronouncements that have been issued, but not yet adopted as of December 31, 2025.

4. REVENUE RECOGNITION

The Company presents three financial statement revenue captions within its consolidated statements of income that reflect the Company’s diversified products, expansive geographical reach, and overall business strategy. Below is a summary of the Company’s financial statement revenue captions:

Revenues

*•*Cash and spot markets – includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, and Global FX segments.

  • Data Vantage – includes access and capacity fees, proprietary market data fees, and associated other revenue across Cboe’s five segments.

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

The Company’s main types of revenue contracts consist of the following, which are disaggregated from the consolidated statements of income.

  • Transaction and clearing fees – Transaction fees represent fees charged by the Company for meeting the point-in-time performance obligation of executing a trade on its markets. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Transaction fees are recognized across all segments. Clearing fees, which include settlement fees, represent fees charged by the Company for meeting the point-in-time performance obligation for transactions cleared and settled by Cboe Clear Europe and Cboe Clear U.S. Clearing fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Clearing fees attributable to Cboe Clear Europe are recognized in the Europe and Asia Pacific segment, and clearing fees attributable to Cboe Clear U.S. are recognized in the Futures segment. Transaction and clearing fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules.

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

other fees are generally monthly fee-based. These fees are billed monthly in accordance with the Company’s published fee schedules and recognized on a monthly basis when the performance obligations are met. All access and capacity fees associated with the trading floor are recognized over time in the Options segment, as the performance obligations are met.

  • Market data fees – Market data fees represent the fees received by the Company from the U.S. tape plans and fees charged to customers for proprietary market data. Fees from the U.S. tape plans are recognized monthly based on published fee schedules and distributed quarterly to the Exchanges based on a known formula. A contract for proprietary market data is entered into and charged on a monthly basis in accordance with the Company’s published fee schedules as the service is provided. Proprietary market data also includes revenue from various licensing agreements. Both types of market data are satisfied over time, and revenue is recognized on a monthly basis as the customer receives and consumes the benefit as the Company provides the data to meet its performance obligation. U.S. tape plan market data is recognized in the North American Equities and Options segments. Proprietary market data fees are recognized across all segments.

  • Regulatory fees – There are two types of regulatory fees that the Company recognizes. The first type represents fees collected by the Company to cover the Section 31 fees charged to the Exchanges by the SEC for meeting the point-in-time performance obligation of executing a trade on its markets. The fees charged to customers are based on the fee set by the SEC per notional value of U.S. Equities exchange transactions and per round turn of Options transactions executed on the Company’s U.S. securities markets. These fees are calculated and billed monthly and are recognized in the North American Equities and Options segments. As the Exchanges are responsible for the ultimate payment to the SEC, the Exchanges are considered the principal in these transactions. Regulatory fees also include the options regulatory fee (“ORF”), which supports the Company’s regulatory oversight function in the Options segment, along with other miscellaneous regulatory fees, and neither can be used for non-regulatory purposes. The ORF and miscellaneous fees are recognized when the performance obligation is fulfilled.

  • Other revenue – Other revenue primarily includes interest income from investments (including from investments of margin deposits, clearing funds, and interoperability fund deposits) from clearing operations, all fees related to the trade reporting facility operated in the Europe and Asia Pacific segment, and listing fees.

All revenue recognized in the consolidated statements of income is considered to be revenue from contracts with customers, with the exception of interest income from clearing operations. The following table depicts the disaggregated revenue contract types listed above within each respective financial statement caption in the consolidated statements of income (in millions):

Cash and Spot MarketsData VantageDerivatives MarketsTotal
Year Ended December 31, 2025
Transaction and clearing fees$1,483.1$—$2,114.5$3,597.6
Access and capacity fees—408.7—408.7
Market data fees66.2223.936.5326.6
Regulatory fees196.0—89.4285.4
Other revenue89.52.93.595.9
$1,834.8$635.5$2,243.9$4,714.2
Cash and Spot MarketsData VantageDerivatives MarketsTotal
Year Ended December 31, 2024
Transaction and clearing fees$1,196.3$—$1,708.3$2,904.6
Access and capacity fees—369.8—369.8
Market data fees60.4203.930.5294.8
Regulatory fees320.2—106.1426.3
Other revenue93.12.93.099.0
$1,670.0$576.6$1,847.9$4,094.5
Cash and Spot MarketsData VantageDerivatives MarketsTotal
Year Ended December 31, 2023
Transaction and clearing fees$1,149.7$—$1,681.6$2,831.3
Access and capacity fees—347.5—347.5
Market data fees71.3188.733.7293.7
Regulatory fees153.8—69.9223.7
Other revenue70.33.04.077.3
$1,445.1$539.2$1,789.2$3,773.5

The following table depicts the disaggregation of revenue according to segment (in millions):

OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (1)Total
Year Ended December 31, 2025
Transaction and clearing fees$2,011.5$1,193.3$209.9$103.0$79.9$—$3,597.6
Access and capacity fees184.8144.445.822.611.1—408.7
Market data fees142.2129.743.010.01.7—326.6
Regulatory fees89.3196.0—0.1——285.4
Other revenue5.88.979.90.21.1—95.9
$2,433.6$1,672.3$378.6$135.9$93.8$—$4,714.2
Timing of revenue recognition
Services transferred at a point in time$2,106.6$1,398.2$289.8$103.3$81.0$—$3,978.9
Services transferred over time327.0274.188.832.612.8—735.3
$2,433.6$1,672.3$378.6$135.9$93.8$—$4,714.2
Year Ended December 31, 2024
Transaction and clearing fees$1,599.0$970.5$159.6$109.2$66.6$(0.3)$2,904.6
Access and capacity fees168.4127.740.322.411.0—369.8
Market data fees123.8120.839.49.31.5—294.8
Regulatory fees105.9320.2—0.2——426.3
Other revenue5.57.684.9—0.80.299.0
$2,002.6$1,546.8$324.2$141.1$79.9$(0.1)$4,094.5
Timing of revenue recognition
Services transferred at a point in time$1,710.4$1,298.3$244.5$109.4$67.4$(0.1)$3,429.9
Services transferred over time292.2248.579.731.712.5—664.6
$2,002.6$1,546.8$324.2$141.1$79.9$(0.1)$4,094.5
Year Ended December 31, 2023
Transaction and clearing fees$1,583.7$946.3$145.6$98.0$62.2$(4.5)$2,831.3
Access and capacity fees161.0117.136.322.010.70.4347.5
Market data fees118.8128.336.78.51.4—293.7
Regulatory fees69.6153.8—0.3——223.7
Other revenue6.47.562.60.20.6—77.3
$1,939.5$1,353.0$281.2$129.0$74.9$(4.1)$3,773.5
Timing of revenue recognition
Services transferred at a point in time$1,659.7$1,107.6$208.2$98.5$62.8$(4.5)$3,132.3
Services transferred over time279.8245.473.030.512.10.4641.2
$1,939.5$1,353.0$281.2$129.0$74.9$(4.1)$3,773.5

________________________________________________________

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 and 2023 have been retained in the former Digital segment for comparative purposes. See Note 16 (“Segment Reporting”) for additional information.

Contract liabilities as of December 31, 2025 primarily represent prepayments of transaction fees and certain access and capacity and market data fees to the Exchanges. The revenue recognized from contract liabilities and the remaining balance is shown below (in millions):

Balance at December 31, 2024Cash AdditionsRevenue RecognizedBalance at December 31, 2025
Liquidity provider sliding scale (1)$2.4$7.2$(7.2)$2.4
Other, net (2)4.217.0(16.7)4.5
Total deferred revenue$6.6$24.2$(23.9)$6.9

________________________________________________________

(1)Liquidity providers are eligible to participate in the sliding scale program, which involves prepayment of transaction fees, and to receive reduced fees based on the achievement of certain volume thresholds within a calendar month. These transaction fees are amortized and recorded ratably as the transactions occur over the period.

(2)Other, net deferred revenue represents cash received for unsatisfied performance obligations of liability classified contract liabilities that have yet to be recognized as revenue in the consolidated statements of income, which include but are not limited to: licensing fees, listing fees, adjustments related to ORF, membership fees, and data subscription fees.

5. ACQUISITIONS

Acquisition-related costs relate to acquisitions and other strategic opportunities. The Company expensed $0.3 million of acquisition-related costs during the year ended December 31, 2025, all of which related to compensation, professional fees, and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.

The Company expensed $1.3 million of acquisition-related costs during the year ended December 31, 2024, all of which related to compensation, professional fees, and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.

The Company expensed $7.4 million of acquisition-related costs during the year ended December 31, 2023, all of which related to professional fees and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.

6. INVESTMENTS

As of December 31, 2025 and 2024, the Company's investments were comprised of the following (in millions):

December 31, 2025December 31, 2024
Equity method investments:
Investment in 7Ridge Investments 3 LP$1.5$321.3
Total equity method investments1.5321.3
Other equity investments:
Investment in Japannext Co., Ltd.—36.5
Investment in Eris Innovations Holdings, LLC9.59.5
Investment in CSD BR10.35.9
Investment in Talos Global, Inc.5.04.4
Investment in Vest Group Inc.2.92.9
Investment in OCC0.30.3
Other equity investments2.92.9
Total other equity investments30.962.4
Total investments$32.4$383.7

Equity Method Investments

The Company’s investment in 7Ridge Investments 3 LP ("7Ridge Fund"), as a limited partner, represents a nonconsolidated variable interest entity (“VIE”). The Company has determined that consolidation of the VIE is not required as the Company is not the primary beneficiary of the 7Ridge Fund, as it does not have controlling financial interest and lacks the ability to unilaterally remove the general partner, 7Ridge Investments 3 GP Limited, direct material strategic decisions, or dissolve the entity (i.e., the Company does not have unilateral substantive “kick-out” or “liquidation” rights).

The Company’s interest in the 7Ridge Fund is equal to the carrying value of the investment as of December 31, 2025, or $1.5 million, inclusive of the Company’s share of 7Ridge Fund’s profit or loss. The carrying value of the investment is included in investments within the consolidated balance sheets. The Company’s maximum loss exposure, in the unlikely event that all of the VIE’s assets become worthless, is limited to the carrying value of the Company’s investment.

On July 30, 2025, Trading Technologies International Inc. ("Trading Technologies"), which was wholly-owned by the 7Ridge Fund, announced an investment transaction that would result in its sale to a third-party. The investment transaction closed in November 2025 and Cboe received $406.6 million in proceeds from its investment in the 7Ridge Fund, resulting in an $84.2 million gain recorded to earnings on investments, net on the consolidated statements of income for the year ended December 31, 2025. The remaining interest in the 7Ridge Fund is intended to cover closing proceedings and we expect a full liquidation from the fund in 2026.

Other Equity Investments

The carrying value of other equity investments is included in investments in the consolidated balance sheets. The Company accounts for these investments using the measurement alternative given the absence of readily determinable fair values for the respective investments and due to the Company’s inability to exercise significant influence over the investments based upon the respective ownership interests held.

In the fourth quarter of 2024, the Company invested $36.5 million in Japannext Co., Ltd. ("Japannext"), a Japanese PTS and alternative trading venue. On December 12, 2025, the Company sold its minority investment in Japannext for its original investment amount.

Additionally, in the fourth quarter of 2024, the Company recorded an impairment charge of $11.1 million on its minority investments in Eris Innovations Holdings, LLC and Coin Metrics, Inc., based on management's assessment of the fair value of the investments. The loss was recorded in other income (expense), net in the consolidated statements of income.

In the third quarter of 2025, the Company recorded a gain of $5.0 million related to the Company's investments in CSD BR and Talos Global, Inc. (following Talos Global's acquisition of Coin Metrics, Inc.). The gain was recorded based on management's assessment of the fair value of the investments due to observable transactions. The gain was recorded to earnings on investments, net on the consolidated statements of income.

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following as of December 31, 2025 and 2024 (in millions):

December 31, 2025December 31, 2024
Construction in progress$1.6$3.3
Furniture, equipment, and leasehold improvements347.9306.3
Total property and equipment349.5309.6
Less accumulated depreciation(216.4)(191.6)
Property and equipment, net$133.1$118.0

Depreciation expense using the straight-line method was $42.0 million, $34.0 million, and $33.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

On July 23, 2025, the Company announced its decision to wind down Cboe's Japanese equities business, including the operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform. The Company suspended operations for these businesses on August 29, 2025, and expects to formally close the businesses, subject to consultation with regulators. As a result, the Company recorded an impairment charge of $1.8 million related to fixed assets in the consolidated statements of income for the year ended December 31, 2025.

8. CREDIT LOSSES

Current expected credit losses are estimated for accounts receivable and certain notes receivable.

Accounts receivable represent amounts due from the Company’s member firms. The allowance for accounts receivable credit losses is calculated using an aging schedule.

The allowance for notes receivable credit losses is associated with notes receivable included within other assets, net on the consolidated balance sheets and relates to promissory notes to fund the implementation and operation of the CAT, a portion of which notes are expected to be repaid by Consolidated Audit Trail, LLC (“CATLLC”). CAT involves the creation, implementation, and maintenance of an audit trail that is required by Rule 613 under the Exchange Act (“Rule 613”), and it

strives to enhance regulators’ ability to monitor trading activity in the U.S. national securities markets. CATLLC is a national market system (“NMS”) plan that was created by self-regulatory organizations that include the Cboe U.S. national securities exchanges, the other U.S. national securities exchanges, and FINRA (who collectively are referred to as the “Plan Participants”) to implement and operate the CAT.

On September 6, 2023, the SEC issued an order approving an amendment to the CAT Plan to implement a revised funding model (“CAT Funding Model”) for CATLLC to fund the CAT. The CAT Funding Model contemplated two categories of CAT fees calculated based on the “executed equivalent shares” of transactions in eligible securities: (i) CAT fees assessed by CATLLC to Industry Members who are CAT Executing Brokers (the brokers responsible for executing each side of the transaction) to recover a portion of historical CAT costs previously funded by monies loaned to CATLLC by the Plan Participants; and (ii) CAT fees assessed by CATLLC to CAT Executing Brokers and Plan Participants to fund prospective CAT costs. On October 17, 2023, Citadel Securities, LLC, and the American Securities Association filed a petition for review of the CAT Funding Model in the U.S. Court of Appeals for the 11th Circuit ("11th Circuit"). The 11th Circuit vacated the CAT Funding Model order in July 2025. After the CAT Funding Model order was vacated and the 11th Circuit's order became effective at the end of November 2025, CATLLC could no longer collect the fees that it previously collected. There is currently no funding model in place for CATLLC to fund the CAT. However, on September 5, 2025, CATLLC filed with the SEC a proposed amendment to the CAT Plan to implement a revised funding model for CATLLC to fund the CAT, which proposal is currently pending with the SEC. If the SEC does not approve this proposal for a revised funding model, or any other funding mechanism for CATLLC, the Plan Participants may continue to incur additional significant costs related to the historical, current, and future funding of the implementation and operation of the CAT, and/or it may result in them not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. The Company plans to continue to explore potential applicable avenues to recoup historical and potential future CAT costs if the SEC does not approve the pending proposed funding model or other funding mechanism, and to reduce the costs of operating the CAT while maintaining core regulatory functionality.

The allowance for notes receivable credit losses associated with the CAT is calculated using a methodology that is primarily based on the structure of the notes and various potential outcomes under the CAT Funding Model. See Note 23 ("Commitments, Contingencies, and Guarantees") for more information.

The following represents the changes in allowance for credit losses during the years ended December 31, 2025 and 2024 (in millions):

Allowance for notes receivable credit lossesAllowance for accounts receivable credit lossesTotal allowance for credit losses
Balance at December 31, 2023$30.1$4.5$34.6
Current period provision for expected credit losses—3.13.1
Write-offs charged against the allowance—(0.7)(0.7)
Recoveries collected—(0.3)(0.3)
Balance at December 31, 2024$30.1$6.6$36.7
Current period provision for expected credit losses—0.80.8
Write-offs charged against the allowance—(0.7)(0.7)
Recoveries collected———
Foreign currency translation—0.10.1
Balance at December 31, 2025$30.1$6.8$36.9

9. OTHER ASSETS, NET

Other assets, net consisted of the following as of December 31, 2025 and 2024 (in millions):

December 31, 2025December 31, 2024
Software development work in progress$12.0$18.7
Data processing software137.0126.4
Less accumulated depreciation and amortization(101.9)(98.3)
Data processing software, net47.146.8
Long-term notes receivable, net (1)102.1124.2
Other assets (2)10.511.7
Other assets, net$159.7$182.7

________________________________________________________

(1)This balance primarily consists of the long-term notes receivable related to the CAT, net of allowance. See Note 8 ("Credit Losses") for more information.

(2)The balance consists primarily of deferred tax assets and long-term prepaid assets.

Amortization expense related to data processing software was $10.2 million, $10.3 million, and $8.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

On July 23, 2025, the Company announced its decision to wind down Cboe's Japanese equities business, including the operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform. The Company suspended operations for these businesses on August 29, 2025, and expects to formally close the businesses subject to consultation with regulators. As a result, the Company recorded an impairment charge of $2.7 million related to data processing software in the consolidated statements of income for the three and nine months ended September 30, 2025.

Subsequent to December 31, 2025, Cboe initiated the wind down of CEDX following a comprehensive strategic review of its global operations. As a result, the Company recorded an impairment charge of $5.6 million related to data processing software and prepaid expenses in the consolidated statements of income for the year ended December 31, 2025.

10. GOODWILL, INTANGIBLE ASSETS, NET, AND DIGITAL ASSETS HELD

The following table presents the details of goodwill by segment (in millions):

OptionsNorth American EquitiesEurope and Asia PacificGlobal FXTotal
Balance as of December 31, 2023$305.8$2,004.4$563.2$267.2$3,140.6
Adjustments0.2(0.8)0.40.2—
Changes in foreign currency exchange rates—(12.8)(3.6)—(16.4)
Balance as of December 31, 2024$306.0$1,990.8$560.0$267.4$3,124.2
Changes in foreign currency exchange rates—7.319.0—26.3
Balance as of December 31, 2025$306.0$1,998.1$579.0$267.4$3,150.5

Goodwill has been allocated to specific reporting units for purposes of impairment testing - Options, North American Equities, Europe and Asia Pacific, and Global FX. No goodwill has been allocated to the Futures segment. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired.

The following table presents the details of the intangible assets by segment (in millions):

OptionsNorth American EquitiesEurope and Asia PacificGlobal FXDigitalTotal
Balance as of December 31, 2023$134.1$935.3$352.5$56.2$83.4$1,561.5
Additions—1.2———1.2
Sales————(0.1)(0.1)
Amortization(7.7)(50.6)(16.1)(12.0)(2.3)(88.7)
Changes in foreign currency exchange rates—(6.3)(9.7)——(16.0)
Impairment————(81.0)(81.0)
Balance as of December 31, 2024$126.4$879.6$326.7$44.2$—$1,376.9
Sales—(0.7)———(0.7)
Amortization(6.5)(39.9)(14.2)(9.6)—(70.2)
Changes in foreign currency exchange rates—3.324.5——27.8
Impairment—(17.7)(18.9)——(36.6)
Balance as of December 31, 2025$119.9$824.6$318.1$34.6$—$1,297.2

Following the April 2024 announcement of the Cboe Digital spot market wind down and unwinding of the minority ownership structure in the holding company parent of the Cboe Digital entities, the Company performed an interim impairment test for the intangible assets recognized in the Digital reporting unit as the announcement was considered a potential indication of impairment. The Company concluded that the carrying value of the trading registrations and licenses and technology exceeded their estimated fair value, as their projected future cash flows, subsequent to the decision to wind down the business, did not support their valuation, and recorded an impairment charge of $81.0 million in the consolidated statements of income during the three months ended June 30, 2024.

In the second quarter of 2025, Cboe Japan experienced declines in its market share as a result of increased market competition. The decline in market share was evaluated as a potential indication of impairment and the Company performed an interim impairment test for the long-lived intangible assets recognized in the Europe and Asia Pacific reporting unit. The Company concluded that the carrying value of Cboe Japan’s customer relationships long-lived intangible assets exceeded their estimated fair value, as their projected future cash flows did not support their valuation, and recorded an impairment charge of $17.1 million in the consolidated statements of income for the three and six months ended June 30, 2025. The Company also evaluated the indefinite-lived intangible assets and goodwill of the Europe and Asia Pacific reporting unit and, based on the results of the assessments, determined there was no additional impairment required at that time.

On July 23, 2025, the Company announced its decision to wind down Cboe’s Japanese equities business, including the operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform. The Company suspended operations for these businesses on August 29, 2025, and expects to formally close the businesses, subject to consultation with regulators. As a result, the Company recorded an additional impairment charge of $1.8 million related to indefinite-lived intangible assets for the three months ended September 30, 2025. The Company recorded impairment charges totaling $18.9 million related to intangible assets in the Europe and Asia Pacific reporting unit for the year ended December 31, 2025.

In the fourth quarter of 2025, the Company recorded a $17.7 million impairment charge related to Cboe Canada's intangible assets in the North American Equities reporting unit.

For the years ended December 31, 2025, 2024, and 2023, amortization expense was $70.2 million, $88.7 million, and $116.6 million, respectively. The estimated future amortization expense is $62.7 million for 2026, $55.9 million for 2027, $50.3 million for 2028, $45.7 million for 2029, and $40.5 million for 2030.

Intangible assets have been allocated to specific reporting units for purposes of impairment testing - Options, North American Equities, Europe and Asia Pacific, and Global FX. No intangible assets have been allocated to the Futures segment. Indefinite-lived intangibles impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. The following tables present the categories of intangible assets by segment as of December 31, 2025 and 2024 (in millions, except as stated):

December 31, 2025Weighted Average Amortization Period (in years)
OptionsNorth American EquitiesEurope and Asia PacificGlobal FX
Trading registrations and licenses$95.5$586.9$219.4$—Indefinite
Customer relationships46.6412.1204.7140.013
Market data customer relationships53.6322.065.164.46
Technology27.955.535.722.56
Trademarks and tradenames12.98.22.51.24
Digital assets held—0.7——Indefinite
Accumulated amortization(116.6)(560.8)(209.3)(193.5)
$119.9$824.6$318.1$34.6
December 31, 2024Weighted Average Amortization Period (in years)
OptionsNorth American EquitiesEurope and Asia PacificGlobal FX
Trading registrations and licenses$95.5$603.4$205.2$—Indefinite
Customer relationships46.6409.7209.2140.014
Market data customer relationships53.6322.060.864.47
Technology28.155.533.622.57
Trademarks and tradenames12.98.12.31.25
Digital assets held—1.2——Indefinite
Accumulated amortization(110.3)(520.3)(184.4)(183.9)
$126.4$879.6$326.7$44.2

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 EDGA 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 and second 25% tranches of PYTH tokens unlocked in May 2024 and 2025, respectively. The PYTH tokens, which are included within intangible assets, net in the consolidated balance sheets and digital assets held within the categories of intangible assets by segment

tables above, 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 that have run since May 2023. During the year ended December 31, 2025, the Company sold 8.7 million PYTH tokens and recognized a $0.9 million gain within earnings on investments, net on the consolidated statements of income. Through December 31, 2025, the Company earned approximately 990,000 additional PYTH tokens via the Pyth Reward Programs. The Company recorded additional intangible assets and immaterial revenue based on the token's fair value when earned.

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following as of December 31, 2025 and 2024 (in millions):

December 31, 2025December 31, 2024
Compensation and benefit-related liabilities$109.7$89.8
Royalties59.044.4
Accrued liabilities56.674.4
Current operating lease liabilities26.919.9
Rebates payable85.293.5
Marketing fee payable16.119.7
Current unrecognized tax benefits317.30.1
Accounts payable16.117.9
Total accounts payable and accrued liabilities$686.9$359.7

12. DEBT

The Company’s debt consisted of the following as of December 31, 2025 and 2024 (in millions):

December 31, 2025December 31, 2024
$650 million fixed rate Senior Notes due January 2027, stated rate of 3.650%$649.3$648.6
$500 million fixed rate Senior Notes due December 2030, stated rate of 1.625%496.3495.5
$300 million fixed rate Senior Notes due March 2032, stated rate of 3.000%297.3296.9
Revolving Credit Agreement——
Cboe Clear Europe Credit Facility——
Total debt$1,442.9$1,441.0

Senior Notes

On January 12, 2017, the Company entered into an indenture (the “Indenture”), by and between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, in connection with the issuance of $650 million aggregate principal amount of the Company’s 3.650% Senior Notes due 2027 (“3.650% Senior Notes”). The form and terms of the 3.650% Senior Notes were established pursuant to an Officer’s Certificate, dated as of January 12, 2017, supplementing the Indenture. The Company used a portion of the net proceeds from the 3.650% Senior Notes to fund, in part, the Merger, including the payment of related fees and expenses and the repayment of Bats’ existing indebtedness, and the remainder for general corporate purposes. The 3.650% Senior Notes mature on January 12, 2027 and bear interest at the rate of 3.650% per annum, payable semi-annually in arrears on January 12 and July 12 of each year, commencing July 12, 2017.

On December 15, 2020, the Company issued $500 million aggregate principal amount of 1.625% Senior Notes due 2030 ("1.625% Senior Notes"). The form and terms of the 1.625% Senior Notes were established pursuant to an Officer’s Certificate, dated as of December 15, 2020, supplementing the Indenture. The Company used the net proceeds from the 1.625% Senior Notes to finance the acquisition of BIDS Trading, repay a portion of amounts outstanding under the term loan facility and all outstanding indebtedness under the revolving credit facility and the remainder for general corporate purposes, which may include the financing of future acquisitions or the repayment of other outstanding indebtedness. The 1.625% Senior Notes mature on December 15, 2030 and bear interest at the rate of 1.625% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2021.

On March 16, 2022, the Company issued $300 million aggregate principal amount of 3.000% Senior Notes due 2032 (“3.000% Senior Notes” and, together with the 1.625% Senior Notes and the 3.650% Senior Notes, the “Senior Notes”). The form and terms of the 3.000% Senior Notes were established pursuant to an Officer’s Certificate, dated as of March 16, 2022, supplementing the Indenture. The Company used the net proceeds from the 3.000% Senior Notes, together with cash on hand, and the proceeds of additional borrowings, to partially fund its acquisition of Cboe Digital. The 3.000% Senior Notes mature on March 16, 2032 and bear interest at the rate of 3.000% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, commencing September 16, 2022.

The Senior Notes are unsecured obligations of the Company and rank equally with all of the Company’s other existing and future unsecured, senior indebtedness, but are effectively junior to the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the secured and unsecured indebtedness of the Company’s subsidiaries.

The Company has the option to redeem some or all of the Senior Notes, at any time in whole or from time to time in part, at the redemption prices set forth in the applicable Officer’s Certificate. The Company may also be required to offer to repurchase the Senior Notes upon the occurrence of a Change of Control Triggering Event (as such term is defined in the applicable Officer’s Certificate) at a repurchase price equal to 101 percent of the aggregate principal amount of Senior Notes to be repurchased.

Indenture

Under the Indenture, the Company may issue debt securities, which includes the Senior Notes, at any time and from time to time, in one or more series without limitation on the aggregate principal amount. The Indenture governing the Senior Notes contains customary restrictions, including a limitation that restricts the Company’s ability and the ability of certain of the Company’s subsidiaries to create or incur secured debt. Such Indenture also limits certain sale and leaseback transactions and contains customary events of default. At December 31, 2025, the Company was in compliance with these covenants.

Revolving Credit Agreement

On February 25, 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), which amended and restated the prior revolving credit agreement.

The Revolving Credit Agreement provides for a senior unsecured $400 million five-year revolving credit facility (the “Revolving Credit Facility”) that includes a $25 million swing line sub-facility. The Company may also, subject to the agreement of the applicable lenders, increase the commitments under the Revolving Credit Facility by up to $200 million, for a total of $600 million. Subject to specified conditions, the Company may designate one or more of its subsidiaries as additional borrowers under the Revolving Credit Agreement provided that the Company guarantees all borrowings and other obligations of any such subsidiaries under the Revolving Credit Agreement. As of December 31, 2025, no subsidiaries were designated as additional borrowers.

Funds borrowed under the Revolving Credit Agreement may be used to fund working capital and for other general corporate purposes, including the making of any acquisitions the Company may pursue in the ordinary course of its business. As of December 31, 2025, no borrowings were outstanding under the Revolving Credit Agreement. Accordingly, at December 31, 2025, $400 million of borrowing capacity was available for the purposes permitted by the Revolving Credit Agreement.

Loans under the Revolving Credit Agreement will bear interest, at the Company’s option, at either (i) the Relevant Rate (defined herein) plus a margin (based on the Company’s public debt ratings) ranging from 0.75 percent per annum to 1.25 percent per annum or (ii) a daily fluctuating rate based on the administrative agent’s prime rate (subject to certain minimums based upon the federal funds effective rate or Term SOFR), which is subject to a 1 percent floor, plus a margin (based on the Company’s public debt ratings) ranging from zero percent per annum to 0.25 percent per annum. “Relevant Rate” means with respect to any committed borrowing or swingline borrowing denominated in (a) Dollars, Term SOFR plus a spread adjustment of 0.10 percent per annum, (b) Sterling, SONIA plus a spread adjustment of 0.0326 percent per annum and (c) Euros, EURIBOR, as applicable, provided that each Relevant Rate is subject to a zero percent floor.

Subject to certain conditions stated in the Revolving Credit Agreement, the Company and any subsidiaries designated as additional borrowers may borrow, prepay and reborrow amounts under the Revolving Credit Facility at any time during the term of the Revolving Credit Agreement. The Revolving Credit Agreement will terminate and all amounts owing thereunder will be due and payable on February 25, 2027, unless the commitments are terminated earlier, either at the request of the Company or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). The Revolving Credit Agreement contains customary representations, warranties, and affirmative and negative covenants for facilities of its type, including financial covenants, events of default and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries, and fundamental changes, subject to certain exceptions in each case. The financial covenants require the Company to meet a quarterly financial test with respect to a minimum consolidated interest

coverage ratio of not less than 4.00 to 1.00 and a maximum consolidated leverage ratio of not greater than 3.50 to 1.00; provided that the consolidated leverage ratio may, subject to certain triggering events set forth in the Revolving Credit Agreement, be increased to 4.25 to 1.00 on one occasion and 4.00 to 1.00 on another occasion, in each case, for four consecutive fiscal quarters; provided that, prior to the exercise of the second such financial covenant step-up, the maximum consolidated leverage ratio shall have returned to a level of 3.50 to 1.00 for at least two consecutive fiscal quarters. At December 31, 2025, the Company was in compliance with these covenants and did not exercise financial covenant step-up.

Cboe Clear Europe Credit Facility

On July 1, 2020, Cboe Clear Europe, as borrower, and the Company, as guarantor, entered into a Facility Agreement (as subsequently amended and restated, the “Facility” or “Cboe Clear Europe Credit Facility”) with Bank of America Merrill Lynch International Designated Activity Company, as coordinator, facility agent, lender, sole lead arranger and sole bookrunner, Citibank N.A., as security agent, and certain other lenders named therein. The Facility was amended and restated on July 1, 2021, June 30, 2022, June 29, 2023, June 25, 2024 (effective as of June 28, 2024), and June 24, 2025 (effective as of June 27, 2025), as described below.

The Facility provides for a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility (i) 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 that Cboe Clear Europe incurred in the operation of its clearing system and (ii) under which the scheduled interest and fees on borrowings (but not the principal amount of any borrowings) are guaranteed by the Company. Subject to certain conditions, Cboe Clear Europe is able to increase the commitments under the Facility by up to €500 million, to a total of €1.70 billion.

Borrowings under the Facility are secured by cash, eligible government bonds and eligible equity assets deposited by Cboe Clear Europe into secured accounts. In addition, Cboe Clear Europe must ensure that at all times the aggregate of (a) each clearing member’s contribution to the relevant clearing fund, (b) each clearing member’s margin amount and (c) any cash equities purchased using the proceeds of the assets described in (a) and (b), less the amount of any such clearing member contribution, margin amount or cash equities which have been transferred to (or secured in favor of) any provider of settlement or custody services to Cboe Clear Europe, is not less than €500 million.

Borrowings under the Facility’s revolving loans and non-U.S. dollar swingline loans bear interest at the relevant floating base rate plus a margin of 1.60 percent per annum and (subject to certain conditions) borrowings under the Facility’s U.S. dollar swingline loans bear interest at the higher of the relevant agent’s prime commercial lending rate for U.S. dollars and 0.5 percent per annum over the federal funds effective rate. A commitment fee of 0.35 percent per annum is payable on the unused and uncalled amount of the Facility during the availability period.

Subject to certain conditions stated in the Facility, Cboe Clear Europe may borrow, prepay, and reborrow amounts under the Facility at any time during the term of the Facility. The Facility will terminate and all amounts owing thereunder will be due and payable on June 26, 2026, unless the commitments are terminated earlier, either at the request of Cboe Clear Europe or, if an event of default occurs, by the Lenders (or automatically in the case of certain bankruptcy-related events).

The Facility contains customary representations, warranties, and covenants for facilities of its type, including events of default of the Company and Cboe Clear Europe and indemnification provisions in favor of the Lenders. In particular, the covenants include restrictions regarding the incurrence of liens by Cboe Clear Europe and its subsidiaries, and an event of default will be triggered if Cboe Clear Europe ceases its business, subject to certain exceptions in each case. There is also a requirement for the net worth of (a) the Company (on a consolidated basis) to be no less than $1.75 billion on the date of each drawdown and delivery of compliance certificates and (b) Cboe Clear Europe to be the higher of €30 million and any such amount required for Cboe Clear Europe to meet minimum liquidity regulations under applicable regulation at all times.

As of December 31, 2025, no borrowings were outstanding under the Facility. Accordingly, at December 31, 2025, €1.2 billion of borrowing capacity was available for the purposes permitted by the Facility. At December 31, 2025, the Company and Cboe Clear Europe were in compliance with applicable covenants.

Notes Payments and Contractual Interest

The future expected repayments related to the Senior Notes as of December 31, 2025 are as follows (in millions):

2026$—
2027650.0
2028—
2029—
Thereafter800.0
Principal amounts repayable1,450.0
Debt issuance costs(4.2)
Unamortized discounts on notes(2.9)
Total debt outstanding$1,442.9

Interest, commitment, and other relevant fees, subject to the specific terms of the debt obligation, are recognized as incurred in interest expense in the consolidated statements of income.

Components of interest expense, net recognized in the consolidated statements of income for the years ended December 31, 2025, 2024, and 2023 are as follows (in millions):

Year Ended December 31, 2025Year Ended December 31, 2024Year Ended December 31, 2023
Components of interest expense:
Contractual interest$49.9$49.2$59.8
Amortization of debt discount and issuance costs2.42.32.6
Interest expense$52.3$51.5$62.4
Interest income(49.4)(27.3)(12.0)
Interest expense, net$2.9$24.2$50.4

13. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME, NET

The following represents the changes in accumulated other comprehensive (loss) income, net by component (in millions):

Foreign Currency Translation AdjustmentAvailable-for-sale Financial InvestmentsPost-Retirement Benefits, NetTotal Accumulated Other Comprehensive (Loss) Income, Net
Balance at December 31, 2023$(5.6)$(3.7)$(0.1)$(9.4)
Other comprehensive (loss) income(43.0)3.70.3(39.0)
Balance at December 31, 2024$(48.6)$—$0.2$(48.4)
Other comprehensive income78.3—0.278.5
Balance at December 31, 2025$29.7$—$0.4$30.1

14. CLEARING OPERATIONS

Cboe operates two clearinghouses, Cboe Clear Europe and Cboe Clear U.S., each of which acts as a central counterparty that provides clearing and settlement services.

Cboe Clear Europe

Cboe Clear Europe is a European equities central counterparty that provides post-trade services to stock exchanges, MTFs, over-the-counter (“OTC”) equities trades and an equity derivatives exchange. Cboe Clear Europe clears equities from nineteen European markets, as well as Depositary Receipts, ETFs, and equity-like instruments. In addition, Cboe Clear Europe clears equity derivatives in twelve European markets, including on index futures, index options, and single stock options.

In November 2024, Cboe Clear Europe received regulatory approval to offer access to its market participants to engage in SFT clearing. Cboe Clear Europe introduced a service for European SFT in cash equities and ETFs, which includes central clearing, settlement, and post-trade lifecycle management. This service aims to enhance the current bilateral SFT process between securities lenders and borrowers into a centrally cleared model, with Cboe Clear Europe acting as the counterparty to both sides of each SFT. In March 2025, the first SFT was processed on the Cboe Clear Europe platform.

Cboe Clear Europe only assumes the guarantor role if it has an equal and offsetting claim against a clearing member. Cboe Clear Europe, with respect to SFT services, utilizes The Bank of New York Mellon Corporation and J.P. Morgan as Tri-Party Collateral Agents for non-cash collateral, central, and correspondent banks for the exchange of cash collateral, while Pirum serves as the transmitter of transactions and post-trade lifecycle events on behalf of our mutual clients. For the period ended December 31, 2025, there have been no events of default for which a liability is required to be recognized in accordance with GAAP.

Cboe Clear Europe Clearing Member Deposits

Cboe Clear Europe generally requires all clearing members to deposit collateral to help mitigate Cboe Clear Europe’s exposure to credit risk in the event that a clearing member fails to meet a financial or contractual obligation.

Margin Deposits

Margin deposits, which are predominantly in the form of cash and cash equivalents, are deposits made by each clearing member to Cboe Clear Europe to cover the credit risk of its failure to fulfill its obligations in the trade. Cboe Clear Europe maintains and manages all cash deposits related to margin deposits. Substantially all risks and rewards of cash and cash equivalents margin deposit ownership, including net interest income, belong to Cboe Clear Europe and are recorded in cash and spot markets on the consolidated statements of income. In the event of a default, Cboe Clear Europe can access the defaulting participant’s margin deposits to cover the defaulting participant’s losses. For more information, see “Default and Liquidity Waterfalls” below.

Clearing Funds

The clearing fund mutualizes the risk of default among all clearing members. Depending on their membership, clearing members contribute to the cash-equity and/or derivatives segment of the clearing fund. Although the entire clearing fund is available to cover potential losses in the event that the margin deposits and the clearing fund deposits of a defaulting clearing member are inadequate to fulfill that clearing member’s outstanding financial obligations, the clearing fund first uses the product class segment of the Clearing Fund in which the defaulting participants were active (see “Default and Liquidity Waterfalls” below). In the event of a default, Cboe Clear Europe is generally required to liquidate the defaulting clearing member’s open positions. To the extent that the positions remain open, Cboe Clear Europe is required to assume the defaulting clearing member’s obligations related to the open positions. Clearing members are required to make contributions to the clearing fund that are proportional to their risk exposure in the form of cash or non-cash contributions, which generally consist of highly liquid securities.

Interoperability Fund

For the cash equity business line, Cboe Clear Europe has entered interoperable arrangements with two other central counterparties (“CCPs”). Under these arrangements, margin is pledged to and from interoperable CCPs. The interoperability fund consists of collateral provided by clearing members that is pledged by Cboe Clear Europe to the other interoperable CCPs, to cover margin calls Cboe Clear Europe receives from such interoperable CCPs.

Cboe Clear Europe is able to invest the cash collateral received in the form of interoperability fund deposits from clearing members 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 Cboe Clear Europe’s investment policy, Cboe Clear Europe receives the amount of investment earnings and pays clearing members those earnings minus a set basis point cost of collateral. As Cboe Clear Europe is able to direct the investment of the cash interoperability fund deposits received from the clearing members within the program parameters and receives an economic benefit from those investments; these amounts are included in the margin deposits, clearing funds, and interoperability funds captions in the consolidated balance sheets and the related interest income and expense is recorded in other revenue and other cost of revenue, respectively, on the consolidated statements of income.

Cboe Clear Europe Default and Liquidity Waterfalls

The default waterfall is the priority order in which the capital resources are expected to be utilized in the event of a default where the defaulting clearing member’s collateral would not be sufficient to cover the cost to liquidate its portfolio. If a

default occurs and the defaulting clearing member’s collateral, including margin deposits and clearing fund deposits, are depleted, then additional capital is utilized in the following order:

  • Cboe Clear Europe's dedicated own resources: The Cboe Clear Europe default waterfall first utilizes its dedicated own resources in two forms and totaling 35%-50% of Cboe Clear Europe capital requirements; the ‘first skin in the game’, equal to 25% of Cboe Clear Europe capital requirements before the use of clearing fund contributions described below and the ‘second skin in the game’, an amount between 10-25% of capital requirements as discussed in Note 18 ("Regulatory Capital").

  • Clearing fund: Second, the Cboe Clear Europe default waterfall utilizes traditional CCP risk mutualization, in the event that default losses fully exhaust Cboe Clear Europe’s dedicated own resources amount, whereby contributions applicable to a particular product class are applied first to any loss attributable to that product class.

  • Pro rata contributions: Third, if the default losses caused cannot be covered by the first two layers, the non-defaulting clearing members shall on demand make additional payments to Cboe Clear Europe on a pro rata basis in proportion to the amount of their clearing fund contributions to cover any such remaining losses, which is limited to an amount equal to twice their clearing fund contribution as established under Cboe Clear Europe’s rules and regulations. In this scenario, contributions applicable to a particular product class are first applied to any losses attributable to that product class.

In addition to the default waterfall, the liquidity waterfall is the priority order in which the liquidity resources are expected to be utilized for Cboe Clear Europe’s ordinary course business operations and in situations when additional liquidity resources and liquidity measures may be activated in case of a potential liquidity shortfall. Liquidity, intraday or overnight, is mainly required for securities settlement. In ordinary course business circumstances, liquidity resources include the collateral directly deposited with Cboe Clear Europe, FX swap arrangements, and reverse repurchase agreements, as well as the use of the Facility.

Cboe Clear U.S.

Cboe Clear U.S. is a derivatives clearinghouse and central counterparty that provides clearing and settlement of digital asset derivatives trades, such as cash-settled Bitcoin and Ether futures contracts that are available for trading on CFE (and were formerly available for trading on Cboe Digital Exchange). Cboe Clear U.S. is registered as a Derivatives Clearing Organization (“DCO”) regulated by the CFTC. As of March 10, 2025, Cboe Clear U.S. surrendered all of its previously held state licenses for operating the Cboe Digital spot market, which is now closed. Cboe Clear U.S.’s registration with the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business (“MSB”) expired on July 12, 2025.

Cboe Clear U.S. performs a guarantee function whereby Cboe Clear U.S. helps to ensure that the obligations of the transactions it clears are fulfilled. Cboe Clear U.S. attempts to mitigate this risk by performing internal compliance and due diligence procedures as well as implementing internal risk controls. Cboe Clear U.S.'s due diligence procedures include, among other things: review of the corporate information, financial position of clearing members, and risk management reviews, including monitoring of Cboe Clear U.S.'s risk exposure thresholds. A clearing member is required to deposit collateral, which is in the form of cash, for futures products to cover the credit risk in the case of a failure to fulfill its obligations. As of December 31, 2025, Cboe Clear U.S. held $25.0 million as a clearinghouse contribution to default financial resources, to be utilized in the event a clearing member is declared in default. The clearinghouse corporate contribution is considered restricted cash and is included in other current assets on the consolidated balance sheet. As of December 31, 2025, Cboe Clear U.S. does not expect a material loss concerning credit risk on any clearing member.

Cboe Clear U.S. Clearing Member Deposits

Customer Bank Deposits

Cboe Clear U.S. holds cash on behalf of its customers for the purposes of supporting clearing transactions. Customer cash may be invested in approved investments in accordance with its investment policy. Related interest income and expense is recorded in other revenue and other cost of revenue, respectively, on the consolidated statements of income. The Company includes customer cash related to the clearing activity in margin deposits, clearing funds, and interoperability funds, with a corresponding liability, on the consolidated balance sheets. Cboe Clear U.S. maintains its own operating funds in separate bank accounts from its customer funds.

Margin Deposits, Clearing Funds, and Interoperability Funds

The details of margin deposits, clearing funds, and interoperability funds as of December 31, 2025 and December 31, 2024, are as follows (in millions):

December 31, 2025
Margin DepositsClearing FundsInteroperability FundsTotal
Cboe Clear Europe central bank account$755.3$146.8$254.4$1,156.5
Cboe Clear Europe reverse repurchase and other (1)137.1135.2188.2460.5
Cboe Clear U.S. customer bank deposits1.2——1.2
Total cash margin deposits, clearing funds, and interoperability funds$893.6$282.0$442.6$1,618.2
December 31, 2025
Margin DepositsClearing FundsInteroperability FundsTotal
Cboe Clear Europe non-cash contributions (2)$601.3$70.1$277.6$949.0
December 31, 2024
Margin DepositsClearing FundsInteroperability FundsTotal
Cboe Clear Europe central bank account$378.4$173.7$289.3$841.4
Cboe Clear U.S. customer bank deposits4.1——4.1
Total cash margin deposits, clearing funds, and interoperability funds$382.5$173.7$289.3$845.5
December 31, 2024
Margin DepositsClearing FundsInteroperability FundsTotal
Cboe Clear Europe non-cash contributions (2)$691.4$80.1$225.9$997.4

________________________________________________________

(1)These amounts consist of reverse repurchase transactions with overnight maturities. Reverse repurchase transactions are valued daily and are subject to collateral provisions based on which the counterparty must provide additional collateral if the underlying securities decrease in value, in an amount sufficient to maintain collateralization of at least 102%. Collateral received from the respective counterparties consists of sovereign bonds, consistent with Cboe Clear Europe's investment policy.

(2)These amounts are not reflected in the consolidated balance sheets, as Cboe Clear Europe does not have the ability to sell or repledge the amounts absent a clearing member default.

15. FAIR VALUE MEASUREMENT

Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

The Company applied FASB Accounting Standards Codification ("ASC") 820 — Fair Value Measurement, which provides guidance for using fair value to measure assets and liabilities by defining fair value and establishing the framework for measuring fair value. ASC 820 applies to financial and nonfinancial instruments that are measured and reported on a fair value basis. The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

The fair value hierarchy requires the use of observable market data when available and consists of the following levels:

  • Level 1—Unadjusted inputs based on quoted markets for identical assets or liabilities.

  • Level 2—Observable inputs, either direct or indirect, not including Level 1 measurements, corroborated by market data or based upon quoted prices in non-active markets.

  • Level 3—Unobservable inputs that reflect management’s best assumptions of what market participants would use in valuing the asset or liability.

The Company has included a tabular disclosure for financial assets and liabilities that are measured at fair value on a recurring basis in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in millions):

December 31, 2025
TotalLevel 1Level 2Level 3
Assets:
U.S. and UK Treasury securities (1)$1,294.1$1,294.1$—$—
Money market funds (1)248.1248.1——
U.S. Treasury securities (2)0.30.3——
Marketable securities (2):
Mutual funds28.528.5——
Money market funds7.37.3——
Total assets$1,578.3$1,578.3$—$—
December 31, 2024
TotalLevel 1Level 2Level 3
Assets:
U.S. Treasury securities (2)$70.0$70.0$—$—
Marketable securities (2):
Mutual funds23.823.8——
Money market funds16.516.5——
Note receivable - building sale (3)6.2——6.2
Total assets$116.5$110.3$—$6.2

________________________________________________________

(1)These amounts are reflected within cash and cash equivalents in the consolidated balance sheets.

(2)These amounts are reflected within financial investments in the consolidated balance sheets.

(3)This amount is reflected within other assets, net in the consolidated balance sheets.

The following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis:

Cash Equivalents

Cash equivalents consist of cash investments of highly liquid U.S. and UK Treasury securities and money market funds. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter-dealer brokers, and therefore categorized as Level 1.

Financial Investments

Financial investments consist of highly liquid U.S. Treasury securities and marketable securities held in a trust for the Company’s non-qualified retirement and benefit plans, also referred to as deferred compensation plan assets. The deferred compensation plan assets have an equal and offsetting deferred compensation plan liability based on the value of the deferred compensation plan assets. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter-dealer brokers, and therefore categorized as Level 1. No material adjustments were made to the carrying value of financial investments for the period ended December 31, 2025. See Note 17 ("Employee Benefit Plans") for more information.

Note Receivable – Building Sale

The sale of the Company's former headquarters, including associated land, building, and certain furniture and equipment of the former headquarters location (the “Property”), was completed on June 28, 2024. In connection with the sale, the Company provided seller financing to the purchaser of the Property (the “Purchaser”) in the form of a secured promissory note for a portion of the purchase price of the Property. The total purchase price of the Property was $12.0 million and was comprised of $5.0 million cash and $7.0 million of seller financing. The $7.0 million in seller financing was in the form of a secured promissory note receivable to be repaid with an interest rate of 4.0% per annum, payable quarterly in arrears. The Company accrued interest income monthly based on the agreed upon principal amount and interest rate. The Company elected the fair value option available under ASC 825 – Financial Instruments for this note. The initial

adjustment in fair value was recognized in other income (expense), net and subsequent changes in fair value were reported in interest income on the consolidated statements of income. The fair value was calculated using the initial projected amortization schedule, credit risk assumptions, and implied interest rates for similar instruments. These inputs were considered Level 3 in the fair value hierarchy. The note was included within other assets, net on the consolidated balance sheet as of December 31, 2024 and was zero as of December 31, 2025. In October 2025, the total principal of $7.0 million was repaid to the Company by the Purchaser, resulting from the Purchaser selling the property to a third-party who was not related to the Purchaser. The fair value option was not elected for other notes receivable described in Note 9 (“Other Assets, Net”) due to uncertain payment terms and credit and legal risks as described in Note 8 (“Credit Losses”).

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a market approach and income approach (using discounted estimated cash flows) to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying value of the reporting unit, including its recorded goodwill. In connection with the annual impairment evaluation of goodwill and indefinite-lived intangibles, impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying value of the reporting unit. For equity method investments and intangible assets, other than digital assets held, the process also involves using a discounted cash flow method to determine the fair value of each asset. Impairment is considered to have occurred if the fair value of the asset is lower than its carrying value. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired.

Equity investments without readily determinable fair values that are valued using the measurement alternative are measured at fair value on a non-recurring basis. No observable transactions or impairments impacted the measurements of the investments accounted for as other equity investments, other than those described in Note 6 (“Investments”). These measurements are considered Level 3 and these assets are recognized at fair value.

Fair Value of Assets and Liabilities

The following tables present the Company’s fair value hierarchy for certain assets and liabilities held by the Company as of December 31, 2025 and 2024 (in millions):

December 31, 2025
TotalLevel 1Level 2Level 3
Assets:
U.S. and UK Treasury securities (1)$1,294.1$1,294.1$—$—
Money market funds (1)248.1248.1——
U.S. Treasury securities (2)0.30.3——
Deferred compensation plan assets (2)35.835.8——
Total assets$1,578.3$1,578.3$—$—
Liabilities:
Deferred compensation plan liabilities (4)$35.8$35.8$—$—
Debt (5)1,371.8—1,371.8—
Total liabilities$1,407.6$35.8$1,371.8$—
December 31, 2024
TotalLevel 1Level 2Level 3
Assets:
U.S. Treasury securities (2)$70.0$70.0$—$—
Deferred compensation plan assets (2)40.340.3——
Note receivable - building sale (3)6.2——6.2
Total assets$116.5$110.3$—$6.2
Liabilities:
Deferred compensation plan liabilities (4)$40.3$40.3$—$—
Debt (5)1,317.0—1,317.0—
Total liabilities$1,357.3$40.3$1,317.0$—

________________________________________________________

(1)These amounts are reflected within cash and cash equivalents in the consolidated balance sheets.

(2)These amounts are reflected within financial investments in the consolidated balance sheets.

(3)This amount is reflected within other assets, net in the consolidated balance sheets.

(4)These amounts are reflected within other non-current liabilities in the consolidated balance sheets.

(5)These balances are presented at fair value in this table, but are carried at their historical value within the consolidated balance sheets.

Certain financial assets and liabilities, including cash and cash equivalents, income tax receivable, margin deposits, clearing funds, and interoperability funds, other assets, Section 31 fees payable, and notes receivable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.

Debt

The debt balance consists of fixed rate Senior Notes. The fair values of the Senior Notes are classified as Level 2 under the fair value hierarchy and are estimated using prevailing market quotes.

At December 31, 2025 and 2024, the fair values of the Company’s debt obligations were as follows (in millions):

December 31, 2025December 31, 2024
3.650% Senior Notes$648.9$638.4
1.625% Senior Notes444.6416.2
3.000% Senior Notes278.3262.4

Information on Level 3 Financial Assets and Liabilities

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities during the year ended December 31, 2025 and 2024 (in millions):

Level 3 Financial Assets and Liabilities for the Year Ended December 31, 2025
Balance at Beginning of Period(Losses) Gains during PeriodAdjustmentsAdditionsSettlementsForeign Currency TranslationBalance at End of Period
Assets:
Note receivable - building sale$6.2$0.8$—$—$(7.0)$—$—
Total assets$6.2$0.8$—$—$(7.0)$—$—
Level 3 Financial Assets and Liabilities for the Year Ended December 31, 2024
Balance at Beginning of Period(Losses) Gains during PeriodAdjustmentsAdditionsSettlementsForeign Currency TranslationBalance at End of Period
Assets:
Note receivable - building sale$—$(0.8)$—$7.0$—$—$6.2
Total assets$—$(0.8)$—$7.0$—$—$6.2
Balance at Beginning of PeriodLosses (Gains) during PeriodAdjustmentsAdditionsSettlementsForeign Currency TranslationBalance at End of Period
Liabilities:
Contingent consideration liabilities$11.8$2.0$—$—$(13.9)$0.1$—
Cboe Digital restricted common units liability18.7(1.0)(12.1)—(5.6)——
Cboe Digital warrant liability5.9(1.4)(4.1)—(0.4)——
Total liabilities$36.4$(0.4)$(16.2)$—$(19.9)$0.1$—

16. SEGMENT REPORTING

The Company previously operated six reportable business segments as of December 31, 2024. As of January 1, 2025, the Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, which are further described below and is reflective of how the Company's CODM reviews and

operates the business, as discussed in Note 1 (“Nature of Operations”). The Company's reportable business segments represent strategic business units that offer different products and services across different geographic areas. The Company's CODM is the chief executive officer. The CODM function is supported by business segment management and leadership personnel who lead the day-to-day operations of each reportable business segment.

The accounting policies of the reportable business segments are the same as those described in Note 2 ("Summary of Significant Accounting Policies").

Segment performance is primarily evaluated on operating income (loss). The CODM uses segment operating income (loss) to allocate resources (which includes, but is not limited to: employees, financial, or capital resources). The Company's CODM does not assess assets or income and expenses below operating income (loss) at the segment-level as key performance metrics. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. The Company's CODM primarily reviews operating expenses at the consolidated level for purposes of evaluating actual results versus budgets.

The tables below represent the primary measure of segment performance evaluated by the CODM, as well as additional measures that are regularly provided to the CODM on a segment-level.

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.

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 the Cboe BIDS Canada platform, and Canadian equities and other transaction services that occur on or through Cboe Canada’s order books. The North American Equities segment also includes corporate listing services on Cboe Canada, 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 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 CEDX. It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities services of Cboe Australia, an operator of a trading venue in Australia. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS order books; a Large-in-Scale (“LIS”) trading negotiation facility and 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 the exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols. Subsequent to December 31, 2025, Cboe initiated the wind down of CEDX, its pan-European derivatives platform that offered futures and options based on Cboe Europe equity indices, FLEX options, and single stock options. Prior to the wind down, CEDX contributed derivatives transaction services and market data revenues to this segment. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues and clearing SFTs. Prior to the CEDX wind down, Cboe Clear Europe also provided clearing services for derivative transactions executed on CEDX. This segment also includes Cboe Europe, Cboe NL, and Cboe Australia revenue generated from the licensing of proprietary market data and from access and capacity services.

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. As of January 1, 2025, the Futures segment prospectively includes all Digital operating activity, which includes Cboe Digital Exchange, a regulated futures exchange, and Cboe Clear U.S., a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. On June 9, 2025, Cboe successfully completed the migration of cash-settled Bitcoin and Ether futures contracts from Cboe Digital Exchange to CFE. There are no products currently listed for trading on the Cboe Digital Exchange.

Comparative-period results for the Digital segment have been presented for historical purposes but have not been recast as the historical results of the Digital segment were not material, nor do they materially impact the financial results,

trends, or forecasts of the Futures segment. As a result, for the year ended December 31, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment.

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

Summarized financial data of reportable segments were as follows (in millions):

Year Ended December 31,
2025
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (e)Corporate Items and EliminationsTotal
Revenues$2,433.6$1,672.3$378.6$135.9$93.8$—$—$4,714.2
Cost of revenues902.51,265.1105.19.72.7——2,285.1
Revenues less cost of revenues1,531.1407.2273.5126.291.1——2,429.1
Depreciation and amortization29.347.032.42.311.2—0.2122.4
Other segment operating expenses (a)388.5172.1187.250.033.9—7.9839.6
Operating income (loss)$1,113.3$188.1$53.9$73.9$46.0$—$(8.1)$1,467.1
Non-operating income (expenses):
Interest expense (b)$—$—$(8.6)$—$—$—$(43.7)$(52.3)
Interest income (b)1.13.34.32.40.1—38.249.4
Earnings on investments, net (b)—0.9————91.992.8
Other (expense) income, net (b)(1.4)(1.2)1.7—0.2—10.39.6
Income before income tax provision (benefit)1,113.0191.151.376.346.3—88.61,566.6
Income tax provision (benefit) (c)373.727.218.712.9(0.1)—34.2466.6
Net income (d)$739.3$163.9$32.6$63.4$46.4$—$54.4$1,100.0
Year Ended December 31,
2024
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (e)Corporate Items and EliminationsTotal
Revenues$2,002.6$1,546.8$324.2$141.1$79.9$(0.1)$—$4,094.5
Cost of revenues743.31,163.0104.07.62.31.9—2,022.1
Revenues less cost of revenues1,259.3383.8220.2133.577.6(2.0)—2,072.4
Depreciation and amortization27.058.229.32.313.52.8(0.1)133.0
Other segment operating expenses (a)353.9157.0149.232.330.9107.610.1841.0
Operating income (loss)$878.4$168.6$41.7$98.9$33.2$(112.4)$(10.0)$1,098.4
Non-operating (expenses) income:
Interest expense (b)$0.1$—$(7.8)$—$—$—$(43.8)$(51.5)
Interest income (b)0.52.44.1—0.13.716.527.3
Earnings on investments, net (b)——————29.029.0
Other income (expense), net (b)0.80.7(0.1)——1.5(22.3)(19.4)
Income (loss) before income tax provision (benefit)879.8171.737.998.933.3(107.2)(30.6)1,083.8
Income tax provision (benefit) (c)299.123.113.328.40.1(28.6)(16.5)318.9
Net income (loss) (d)$580.7$148.6$24.6$70.5$33.2$(78.6)$(14.1)$764.9

Summarized financial data of reportable segments were as follows (in millions) (continued from previous page):

Year Ended December 31,
2023
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (e)Corporate Items and EliminationsTotal
Revenues$1,939.5$1,353.0$281.2$129.0$74.9$(4.1)$—$3,773.5
Cost of revenues770.3987.791.03.91.41.2—1,855.5
Revenues less cost of revenues1,169.2365.3190.2125.173.5(5.3)—1,918.0
Depreciation and amortization30.169.430.72.018.47.4—158.0
Other segment operating expenses (a)287.8177.9126.837.030.434.08.2702.1
Operating income (loss)$851.3$118.0$32.7$86.1$24.7$(46.7)$(8.2)$1,057.9
Non-operating (expenses) income:
Interest expense (b)$0.2$—$(7.8)$—$—$—$(54.8)$(62.4)
Interest income (b)(0.1)1.43.0——2.05.712.0
Earnings on investments, net (b)——————39.539.5
Other (expense) income, net (b)(0.1)—(0.6)—(0.2)—1.50.6
Income (loss) before income tax provision (benefit)851.3119.427.386.124.5(44.7)(16.3)1,047.6
Income tax provision (benefit) (c)275.714.86.833.40.5(10.4)(34.6)286.2
Net income (loss) (d)$575.6$104.6$20.5$52.7$24.0$(34.3)$18.3$761.4

__________________________________________________________

(a) Other segment operating expenses include compensation and benefits, technology support services, professional fees and outside services, travel and promotional expenses, facilities costs, acquisition-related costs, impairment of assets, and other expenses. The disaggregation of expenses is not regularly provided to the CODM at the segment-level.

(b) Non-operating income (expenses) at the segment-level is not regularly provided to the CODM, however non-operating income (expenses) is a component of a measure that is regularly provided to the CODM, and therefore has been disclosed separately.

(c) Income tax provision (benefit) at the segment-level is not regularly provided to the CODM, however income tax provision (benefit) is a component of a measure that is regularly provided to the CODM, and therefore has been disclosed separately.

(d) Net income (loss) at the segment-level is not regularly provided to the CODM, however net income (loss) is a component of a measure that is regularly provided to the CODM, and therefore has been disclosed separately.

(e) The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 and 2023 have been retained in the former Digital segment for comparative purposes.

Geographical Information

The following summarizes revenues less cost of revenues based on primary jurisdiction (in millions):

United StatesNon-U.S.Total
Revenues less cost of revenues:
Year ended December 31, 2025$2,119.3$309.8$2,429.1
Year ended December 31, 20241,817.6254.82,072.4
Year ended December 31, 20231,681.8236.21,918.0

Long-lived assets by geographic area represent property and equipment, net, and operating lease right of use assets by geographic area, respectively. The following summarizes long-lived assets by geographic area (in millions):

Year Ended December 31,
20252024
United States$184.5$182.7
United Kingdom30.023.8
Other29.636.0
Total long-lived assets by geographic area$244.1$242.5

17. EMPLOYEE BENEFIT PLANS

Eligible U.S. employees are eligible to participate in the Cboe Options SMART Plan (“SMART Plan”). The SMART Plan is a defined contribution plan, which is qualified under Internal Revenue Code Section 401(k). In addition, eligible employees may participate in the Supplemental Executive Retirement Plan and the Deferred Compensation Plan, which are defined contribution plans that are non-qualified under the Internal Revenue Code. Directors may contribute a percentage of their cash and equity compensation to cash and equity deferred compensation plans that are maintained by the Company and defer income taxes thereon. The non-qualified plans' assets, held in a trust, are subject to the claims of general creditors of the Company and totaled $35.8 million at December 31, 2025. Although the value of the plans is recorded in financial

investments, there is an equal and offsetting liability in other non-current liabilities on the consolidated balance sheets, respectively. The investment results of the non-qualified plans have no impact on net income as the investment results are recorded in equal amounts to both compensation and benefits expense and other (expense) income, net in the consolidated statements of income. The Company matches a portion of employee contributions made to the SMART Plan and Supplemental Executive Retirement Plan. The Company contributed $16.8 million, $15.9 million, and $15.0 million to the defined contribution plans for the years ended December 31, 2025, 2024, and 2023, respectively.

Eligible employees outside of the U.S., which includes employees of Cboe Europe, Cboe NL, Cboe Clear Europe, BIDS, Cboe Asia Pacific, and Cboe Canada are eligible to participate in various employee-selected stakeholder contribution plans or plans covered by local jurisdictions or by applicable laws. The Company’s contribution to these plans amounted to $5.6 million, $4.8 million, and $4.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. This expense is included in compensation and benefits in the consolidated statements of income.

18. REGULATORY CAPITAL

As broker-dealers registered with the SEC, Cboe Trading, BIDS Trading, and Cboe Fixed Income are subject to the SEC’s Uniform Net Capital Rule (“Rule 15c3-1”), which requires the maintenance of minimum net capital, as defined therein. The SEC’s requirement also provides that equity capital may not be withdrawn or a cash dividend paid if certain minimum net capital requirements are not met. Cboe Trading, BIDS Trading, and Cboe Fixed Income compute the net capital requirements under the basic method provided for in Rule 15c3-1. As of December 31, 2025, Cboe Trading and BIDS Trading were required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. Cboe Fixed Income was required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $5.0 thousand.

As entities regulated by the FCA, Cboe Europe is subject to the Financial Resource Requirement (“FRR”) and Cboe Chi-X Europe is subject to the Capital Resources Requirement (“CRR”). As a RIE, Cboe Europe computes its FRR in accordance with its Financial Risk Assessment, as agreed by the FCA. In accordance with the Markets in Financial Instruments Directive of the FCA requirements, Cboe Chi-X Europe computes its CRR as the greater of the base requirement of $0.1 million as of December 31, 2025, or the summation of the credit risk, market risk, and fixed overhead requirements, as defined.

Cboe NL has approval from the Dutch Ministry of Finance to operate an RM, an MTF, and an approved publication arrangement in the Netherlands. As an RM, Cboe NL is subject to minimum capital requirements, as established by the Dutch Ministry of Finance in the license dated March 8, 2019.

Cboe Clear Europe was granted authorization under European Market Infrastructure Regulation (“EMIR”) by the National Competent Authority, De Nederlandsche Bank (“DNB”). Cboe Clear Europe is required by the EMIR to maintain a minimum amount of capital to reflect an estimate of the capital required to wind down or restructure the activities of the clearinghouse, cover operational, legal, and business risks and to reserve capital to meet credit, counterparty, and market risks not covered by the clearing members’ collateral and clearing funds.

As a designated contract market regulated by the CFTC, CFE is required to meet two capital adequacy tests: (i) its financial resources must be equal to at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets, which may include a line of credit, must be equal to at least six months of its projected operating costs. The amounts presented below represent the greater of the two capital adequacy requirements.

As a swap execution facility regulated by the CFTC, Cboe SEF is required to meet two capital adequacy tests: (i) its financial resources must exceed at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets must be equal to the greater of: (a) three months of projected operating costs or (b) its projected wind down costs. The amounts presented below represent the greater of the two capital adequacy requirements.

As of December 31, 2025, Cboe Digital Exchange is subject to regulatory capital requirements. As a designated contract market regulated by the CFTC, Cboe Digital Exchange is required to meet two capital adequacy tests: (i) its financial resources must be equal to at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets, which may include a line of credit, must be equal to at least six months of its projected operating costs. The amounts presented below represent the greater of the two capital adequacy requirements.

As a derivatives clearing organization regulated by the CFTC, Cboe Clear U.S. is required to meet two capital adequacy tests: (i) its financial resources must be equal to at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets, which may include a line of credit, must be equal to at least six months of its projected operating costs. The amounts presented below represent the greater of the two capital adequacy requirements.

Cboe Canada is regulated by the Ontario Securities Commission ("OSC"). Cboe Canada is required to maintain sufficient financial resources for the proper performance of its functions and to meet its responsibilities, but it has no prescribed minimum capital requirement. Cboe Canada must calculate the following financial ratios monthly: (i) current ratio,

(ii) a debt to cash flow ratio, and (iii) a financial leverage ratio. Cboe Canada must report the monthly calculations to the OSC on a quarterly basis.

Cboe Australia is regulated by the Australian Securities and Investments Commission (“ASIC”). Cboe Australia is required to maintain sufficient financial resources to operate the market properly in accordance with Section 794A(d) of the Corporations Act, which Cboe Australia satisfies by maintaining a prudent cash reserve, which must be equal to at least six months of its projected operating expenses.

As of December 31, 2025, Cboe Japan is subject to regulatory capital requirements, but any capital requirements are expected to cease when formal closure with regulators is complete. Cboe Japan is regulated by the Japanese Financial Services Agency (“JFSA”) and the Japan Securities Dealers Association (“JSDA”). Cboe Japan is required to maintain a minimum level of regulatory capital ratio of 120% in accordance with such requirements prescribed by the JFSA and JSDA.

The following table presents the Company’s subsidiaries with regulatory capital requirements discussed above, as well as the actual and minimum regulatory capital requirements of the subsidiary as of December 31, 2025 (in millions):

SubsidiaryRegulatory AuthorityActualMinimum Requirement
Cboe TradingFINRA/SEC$16.9$0.8
BIDS TradingFINRA/SEC11.70.2
Cboe Fixed IncomeFINRA/SEC2.40.1
Cboe EuropeFCA71.236.6
Cboe Chi-X EuropeFCA0.10.1
Cboe NLDutch Authority for Financial Markets21.110.3
Cboe Clear EuropeDNB128.176.0
CFECFTC104.540.3
Cboe SEFCFTC10.82.5
Cboe Digital ExchangeCFTC21.6—
Cboe Clear U.S.CFTC35.112.1
Cboe AustraliaASIC17.95.9
Cboe JapanJFSA6.84.6

19. STOCK-BASED COMPENSATION

Stock-based compensation is based on the fair value of the award on the date of grant, which is recognized over the related service period, net of actual forfeitures. The service period is the period over which the related service is performed, which is generally the same as the vesting period. Vesting of certain awards may be accelerated for certain officers and employees as a result of attaining certain age and service-based requirements in the Company’s long-term incentive plan and award agreements.

Stock-based compensation expense relating to employee awards is included in compensation and benefits and acquisition-related costs in the consolidated statements of income. The Company recognized stock-based compensation expense related to employee awards of $45.2 million, $40.2 million, and $33.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Stock-based compensation expense relating to non-employee director awards is included in professional fees and outside services in the consolidated statements of income. The Company recognized stock-based compensation expense related to non-employee director awards of $2.0 million, $1.8 million, and $1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.

On May 28, 2025, the Company announced that Dave Howson, Executive Vice President and Global President, resigned from the Company, with his employment terminating at the end of the day on August 1, 2025. In connection with his resignation, Mr. Howson was allowed to (i) retain a pro rata portion of certain of his outstanding time-based restricted stock units that would vest in February 2026 based on the number of days worked through and including August 1, 2025 and forfeited the remainder and other outstanding time-based restricted stock units and (ii) retain a pro rata portion of the outstanding performance-based restricted stock units that would vest in February 2026 based on the number of days worked through and including August 1, 2025, which was paid out based on target performance through the end of the applicable performance period for each award, and forfeited the remainder and other outstanding performance-based restricted stock units.

The activity in the Company's restricted stock, consisting of RSUs and PSUs, was as follows:

RSUs

The following table summarizes RSU activity during the years ended December 31, 2025, 2024, and 2023:

Number of sharesWeighted average grant date fair value
Nonvested stock at January 1, 2023556,062$112.07
Granted401,685132.58
Vested(237,315)108.25
Forfeited(82,251)121.02
Nonvested stock at December 31, 2023638,181$125.25
Granted226,061183.27
Vested(298,023)117.28
Forfeited(43,484)145.53
Nonvested stock at December 31, 2024522,735$153.20
Granted282,381212.46
Vested(267,636)141.67
Forfeited(78,671)188.27
Nonvested stock at December 31, 2025458,809$190.38

RSUs entitle the holder to one share of common stock upon vesting, with the exception of certain jurisdictions where the RSUs are settled in cash, typically vest over a three-year period, and vesting accelerates upon death, disability, or the occurrence of a qualified termination following a change in control. Where applicable and permitted, vesting will also accelerate upon a qualified retirement. Where applicable and permitted, qualified retirement eligibility generally occurs once achieving 55 years of age and 10 years of service, although service requirements vary. Starting in 2024, the award agreements provide that in the event of a participant’s retirement, all unvested outstanding RSUs and a pro rata portion of unvested outstanding PSUs will continue to vest and be distributed in accordance with the award’s original vesting and settlement schedule, even after the applicable retirement date. Retirement eligibility will require, in addition to attaining the age and service requirements, submission of 6 months' advance written notice of retirement, as applicable, and submission, approval, and satisfactory completion of a transition plan. Unvested RSUs will be forfeited if the officer or employee leaves the Company prior to the applicable vesting date, except in limited circumstances.

RSUs granted to non-employee members of the Board of Directors have a one-year vesting period and vesting accelerates upon the occurrence of a change in control of the Company. Unvested portions of the RSUs will be forfeited if the director leaves the Board of Directors prior to the applicable vesting date.

The RSUs have no voting rights but entitle the holder to receive dividend equivalents.

In the year ended December 31, 2025, to satisfy employees’ tax obligations upon the vesting of restricted stock units, the Company purchased 102,061 shares of common stock totaling $22.3 million as the result of the vesting of 260,506 shares of restricted stock.

PSUs

The following table summarizes restricted stock units contingent upon achievement of performance conditions, also known as PSUs, activity during the years ended December 31, 2025, 2024, and 2023:

Number of SharesWeighted average grant date fair value
Nonvested stock at January 1, 2023166,702$125.08
Granted87,146144.35
Vested(55,399)130.05
Forfeited(63,965)141.49
Nonvested stock at December 31, 2023134,484$127.72
Granted86,996145.21
Vested(110,376)100.50
Forfeited——
Nonvested stock at December 31, 2024111,104$168.45
Granted93,599232.82
Vested(85,901)143.95
Forfeited(29,842)234.29
Nonvested stock at December 31, 202588,960$237.75

PSUs include awards related to earnings per share during the performance period as well as awards related to total shareholder return during the performance period. The Company used the Monte Carlo valuation model method to estimate the fair value of the total shareholder return PSUs which incorporated the following assumptions for awards granted in 2025: risk-free interest rate (3.52 to 4.25%), volatility (20.53 to 21.11%) and a 2.25-2.86-year correlation with S&P 500 Index (-0.14 to 0.19). Each of these performance shares has a performance condition under which the number of units ultimately awarded will vary from 0% to 200% of the original grant, with each unit representing the contingent right to receive one share of the Company’s common stock. The performance period for the PSUs contingent on the achievement of performance conditions is three years. For each of the performance awards, the PSUs will be settled in shares of the Company’s common stock following vesting of the PSU assuming that the participant has been continuously employed during the vesting period, subject to acceleration upon death, disability, or the occurrence of a qualified termination following a change in control. Participants have no voting rights with respect to the PSUs until the issuance of the shares of common stock. Dividend equivalents are accrued by the Company and will be paid once the PSUs, contingent on the achievement of performance conditions, vest.

In the year ended December 31, 2025, to satisfy employees’ tax obligations upon the vesting of performance stock, the Company purchased 35,067 shares of common stock totaling $7.5 million as the result of the vesting of 85,901 shares of performance stock.

As of December 31, 2025, there were $62.7 million in total unrecognized compensation costs related to restricted stock, restricted stock units, and performance stock units. These costs are expected to be recognized over a weighted average period of 1.8 years.

Employee Stock Purchase Plan

In May 2018, the Company’s stockholders approved an Employee Stock Purchase Plan (“ESPP”), under which a total of 750,000 shares of the Company’s common stock will be made available for purchase to employees. The ESPP is a broad-based plan that permits employees to contribute up to 10% of wages and base salary to purchase shares of the Company’s common stock at a discount, subject to applicable annual Internal Revenue Service (“IRS”) limitations. Under the ESPP, a participant may not purchase more than a maximum of 312 shares of the Company’s common stock during any single offering period. No participant may accrue options to purchase shares of the Company’s common stock at a rate that exceeds $25,000 in fair market value of the Company’s common stock (determined at the time such options are granted) for each calendar year in which such rights are outstanding at any time. The exercise price per share of common stock shall be 85% (for eligible U.S. and international employees) of the lesser of the fair value of the stock on the first day of the applicable offering period or the applicable exercise date.

The Company records stock-based compensation expense over the offering period related to the discount that is given to employees, which totaled $2.4 million, $2.8 million, and $2.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. This expense is included in compensation and benefits in the consolidated statements of income. As of December 31, 2025, 441,140 shares were reserved for future issuance under the ESPP.

20. EQUITY

Common Stock

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

As of December 31, 2025, 325,000,000 shares of the Company’s common stock were authorized, $0.01 par value, and 104,654,764 and 104,647,739 shares were issued and outstanding, respectively. The holders of common stock are entitled to one vote per share.

Common Stock in Treasury, at Cost

The Company accounts for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Cboe stockholders’ equity and included in common stock in treasury, at cost in the consolidated balance sheets. Shares repurchased under the Company’s share repurchase program are retired or they are available to be redistributed. When treasury shares are redistributed, they are recorded at the average cost of the treasury shares acquired. When treasury shares are retired, they are removed from the common stock in treasury balance. The Company held 7,025 and 6,895 shares of common stock in treasury as of December 31, 2025 and December 31, 2024, respectively.

On December 16, 2025, the Board of Directors approved the retirement of 442,315 shares of treasury stock. These shares represent shares that were repurchased as part of the Company's share repurchase program since October 2024, and shares purchased from employees to cover payroll withholding taxes in connection with the vesting of RSUs and PSUs. The retirement was recorded as a decrease to treasury stock, common stock, retained earnings, and additional paid-in capital on the consolidated balance sheets.

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 Company expects to fund repurchases primarily through the use of existing cash balances. 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 has repurchased 305,317 shares of common stock at an average cost per share, excluding commissions and excise taxes, 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, excluding commissions and excise taxes, of $80.02, totaling $1.7 billion. As a result of these repurchases, certain direct costs and excise taxes are incurred but do not impact our cost per share or availability. See Note 2 ("Summary of Significant Accounting Policies") for more information.

As of December 31, 2025, the Company had $614.5 million of availability remaining under its existing share repurchase authorizations.

The table below shows the repurchased shares of common stock under the Company’s share repurchase program during the periods presented as follows:

Shares RepurchasedAverage Repurchase Price Per ShareAmount of Repurchases (in millions)
2025
Fourth quarter—$—$—
Third quarter———
Second quarter160,564219.7735.3
First quarter144,753207.0430.0
Total open market common stock repurchases305,317$65.3
2024
Fourth quarter—$—$—
Third quarter144,370170.4524.6
Second quarter514,239175.7690.4
First quarter489,686182.2689.3
Total open market common stock repurchases1,148,295$204.3
2023
Fourth quarter33,507$173.59$5.8
Third quarter———
Second quarter61,141132.458.1
First quarter567,073123.4270.0
Total open market common stock repurchases661,721$83.9

Purchase of Common Stock from Employees

The Company purchased 137,128 and 157,228 shares that were not part of the publicly announced share repurchase authorization from employees for an average price paid per share of $217.04 and $187.07 during the years ended December 31, 2025 and 2024, respectively. These shares consisted of shares retained to cover payroll withholding taxes or costs in connection with the vesting of restricted stock units and performance share awards.

Preferred Stock

The Company has authorized the issuance of 20,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. For the years ended December 31, 2025, and 2024, the Company had no shares of preferred stock issued or outstanding.

Dividends

During the year ended December 31, 2025, the Company declared and paid cash dividends per share of $2.70, for an aggregate payout of $284.3 million. During the year ended December 31, 2024, the Company declared and paid cash dividends per share of $2.36, for an aggregate payout of $249.4 million.

Each share of common stock, including RSUs and PSUs, is entitled to receive dividends 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 earnings, financial condition, capital requirements, level of indebtedness, and other considerations the Board of Directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit, or in some cases, prohibit, the Company’s ability to pay dividends.

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

21. INCOME TAXES

Net deferred tax assets and liabilities consist of the following as of December 31, 2025 and 2024 (in millions):

As of December 31,
20252024
Deferred tax assets:
Accrued compensation and benefits$23.3$20.2
Property, equipment and technology, net7.314.6
Operating leases40.340.4
Other99.988.7
Subtotal170.8163.9
Valuation allowances(23.1)(17.0)
Total deferred tax assets147.7146.9
Deferred tax liabilities:
Intangibles(256.4)(240.2)
Property, equipment and technology, net(30.9)(19.0)
Investments(4.7)(33.8)
Prepaid expenses or assets(5.1)(4.5)
Operating leases(30.4)(31.9)
Total deferred tax liabilities(327.5)(329.4)
Net deferred tax liabilities$(179.8)$(182.5)

The Company provides a valuation allowance against deferred tax assets if, based on management’s assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A valuation allowance of $23.1 million and $17.0 million was recorded against gross deferred tax assets for certain investments and net operating losses as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company no longer has capital loss carryforwards as amounts either expired in 2025 or were utilized against capital gains generated in the current year. The Company has net operating loss carryforwards of $15.6 million, most of which have an indefinite carryforward period.

The Company considers its non-U.S. earnings to be indefinitely reinvested outside of the U.S. to the extent these earnings are not subject to U.S. income tax under an anti-deferral tax regime. As of December 31, 2025, the cumulative amount of undistributed earnings in these subsidiaries is $163.4 million. Given our intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable.

For the years ended December 31, 2025, 2024, and 2023, income before taxes consists of the following (in millions):

Year Ended December 31,
202520242023
U.S. operations$1,520.4$1,060.2$1,010.5
Foreign operations46.223.637.1
Total$1,566.6$1,083.8$1,047.6

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consists of the following (in millions):

Year Ended December 31,
202520242023
Current tax expense:
Federal$287.6$208.8$188.1
State162.9117.797.8
Foreign24.516.015.5
Total current tax expense475.0342.5301.4
Deferred income tax (benefit) expense:
Federal(7.9)(19.5)(3.4)
State8.4(2.4)1.5
Foreign(8.9)(1.7)(13.3)
Total deferred income tax benefit(8.4)(23.6)(15.2)
Total$466.6$318.9$286.2

Cash paid for income taxes, net for the years ended December 31, 2025, 2024, and 2023 were as follows (in millions):

Year Ended December 31,
202520242023
Federal$284.1$276.4$211.0
State81.272.860.5
Foreign26.313.214.9
Total cash paid for income taxes, net$391.6$362.4$286.4

Cash paid for state and foreign income taxes, net for the years ended December 31, 2025, 2024, and 2023 are disaggregated by jurisdiction as follows (in millions):

Year Ended December 31,
202520242023
State
Illinois$45.0$40.9$36.1
Foreign
United Kingdom$23.7**

__________________________________________________________

  • Jurisdiction is immaterial for the period presented

A reconciliation of the statutory federal income tax rate to the effective income tax rate for the years ended December 31, 2025, 2024, and 2023 is as follows:

Year Ended December 31,
202520242023
Statutory U.S. federal income tax rate$329.021.0%$227.621.0%$220.021.0%
Impact of federal, state, and local tax law and rate changes, net (a)105.66.7%48.74.5%45.24.3%
Foreign tax effects0.2—%1.20.1%——%
Effect of changes in tax laws or rates12.60.8%1.00.1%——%
Effect of cross-border tax laws(6.9)(0.4)%(4.9)(0.4)%(4.7)(0.4)%
Tax credits(1.1)(0.1)%(1.0)(0.1)%(1.6)(0.2)%
Valuation allowances5.10.3%4.80.4%(5.1)(0.5)%
Nontaxable or nondeductible items7.60.5%8.10.7%0.90.1%
Changes in unrecognized tax benefits21.11.3%42.43.9%30.82.9%
Other adjustments(6.6)(0.3)%(9.0)(0.8)%0.70.1%
Effective tax rate$466.629.8%$318.929.4%$286.227.3%

__________________________________________________________

(a) State taxes in Illinois, New York State, and New York City made up the majority of the tax effect of this category.

A reconciliation of the beginning and ending unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):

202520242023
Balance as of January 1$219.1$237.5$212.1
Gross increases related to prior year tax positions13.50.2—
Gross decreases related to prior year tax positions(12.4)(3.1)(1.5)
Gross increases related to current year tax positions1.734.431.1
Settlements(0.6)(49.9)(2.5)
Lapse of statute of limitations——(1.7)
Balance as of December 31$221.3$219.1$237.5

As of December 31, 2025, 2024 and 2023, the Company had $174.9 million, $173.1 million, and $196.6 million, respectively, of unrecognized tax benefits, net of federal benefit, which, if recognized in the future, would affect the effective income tax rate. No reductions to unrecognized tax benefits, other than those classified as current liabilities as discussed below, from the lapse of the applicable statutes of limitations and potential audit settlements are expected during the next twelve months.

Estimated interest costs (income) and penalties (benefits) are classified as part of the provision for income taxes in the Company's consolidated statements of income and were $25.8 million, $(2.5) million, and $14.3 million, for the periods ended December 31, 2025, 2024, and 2023, respectively. Accrued interest and penalties were $111.8 million, $86.0 million, and $88.5 million as of December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the tax years that are either currently under audit or remain open and subject to examination by the tax authorities in the most significant jurisdictions in which Cboe operates:

U.S. Federal2022-2025
California2017-2025
Illinois2022-2025
New York2015-2025
New York City2015-2025
Pennsylvania2021-2024
United Kingdom2022-2025
Netherlands2019-2025

The Company is currently undergoing audit examinations by various taxing jurisdictions in the ordinary course. It is reasonably possible that these audits will be concluded with agreed upon adjustments which would result in additional tax payments for prior periods within the next twelve months. The Company believes that sufficient reserves have been established to cover any adjustments arising from tax examinations. However, the outcomes of these examinations remain uncertain. The Company has classified a portion of these amounts as accounts payable and accrued liabilities on its consolidated balance sheet as of December 31, 2025. This classification and the associated amount may change over the next twelve months, depending on when the Company finalizes agreements.

On July 4, 2025, President Trump signed into law “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA extends many of the Tax Cuts and Jobs Act provisions beyond 2025. The corporate provisions impacting the Company include repealing the phase out of bonus depreciation and reverting to 100% expensing of fixed asset additions, making the 33.34% deduction against foreign-derived eligible income permanent and repealing the requirement to capitalize and amortize U.S. research and development costs. The legislation has several effective dates, with some provisions taking effect in 2025 and others being implemented by 2027. These changes resulted in current year cash tax savings while having no significant impact to the effective tax rate for the year ended December 31, 2025.

22. EARNINGS PER SHARE

The computation of basic net income per common share is calculated by reducing net income for the period by dividends paid or declared and undistributed net income for the period that are allocated to participating securities to arrive at net income allocated to common stockholders. Net income allocated to common stockholders is divided by the weighted average number of common shares outstanding during the period to determine net income per share allocated to common stockholders.

The computation of diluted net income per share is calculated by dividing net income allocated to common stockholders by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The dilutive effect is calculated using the more dilutive of the two-class or treasury stock method.

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023 (in millions, except per share data):

Year Ended December 31,
202520242023
Basic earnings per share numerator:
Net income$1,100.0$764.9$761.4
Net income allocated to participating securities(5.2)(3.9)(3.9)
Net income allocated to common stockholders$1,094.8$761.0$757.5
Basic earnings per share denominator:
Weighted average shares outstanding104.7105.1105.8
Basic earnings per share$10.46$7.24$7.16
Diluted earnings per share numerator:
Net income$1,100.0$764.9$761.4
Net income allocated to participating securities(5.2)(3.9)(3.9)
Net income allocated to common stockholders$1,094.8$761.0$757.5
Diluted earnings per share denominator:
Weighted average shares outstanding104.7105.1105.8
Dilutive common shares issued under stock program0.40.40.4
Total dilutive weighted average shares105.1105.5106.2
Diluted earnings per share$10.42$7.21$7.13

For the periods presented, the Company did not have shares of stock-based compensation that would have an anti-dilutive effect on the computation of diluted earnings per share.

23. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

Legal Proceedings

As of December 31, 2025, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business.

The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the consolidated financial statements to not be misleading. The Company does not record liabilities when the likelihood of the liability being incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company’s assessment of whether a loss is remote, reasonably possible, or probable is based on its assessment of the ultimate outcome of the matter following all appeals.

As of December 31, 2025, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these legal proceedings and claims, regulatory reviews, inspections, or other legal proceedings, if any, has been incurred. While the consequences of certain unresolved proceedings are not presently determinable, the outcome of any proceeding is inherently uncertain and an adverse outcome from certain matters could have a material effect on the financial position, results of operations, or cash flows of the Company in any given reporting period.

CAT Putative Class Action

A putative class action was filed on April 16, 2024 captioned Erik A. Davidson, John Restivo and National Center for Public Policy Research vs. Gary Gensler, SEC and CATLLC. Cboe and the Plan Participants are not parties to this litigation. The complaint alleges, among other things, that the SEC engaged in unlawful agency action and violated multiple provisions

of the U.S. Constitution when it promulgated Rule 613 in 2012 mandating the creation and funding of the CAT. Plaintiffs’ motion for a preliminary injunction and stay was denied. On July 7, 2025, the U.S. District Court for the Western District of Texas ("Texas Federal District Court") granted the SEC's opposed motion to hold the case in abeyance and stay all deadlines until January 15, 2026. On January 15, 2026, the SEC filed a status report and an opposed Motion to Continue the Abeyance for an additional six months. On January 23, 2026, Plaintiffs filed a motion for class certification. On January 30, 2026, Plaintiffs filed a Renewed Motion for a Preliminary Injunction. On February 4, 2026, the Texas Federal District Court granted the SEC's opposed Motion to Continue the Abeyance until July 15, 2026. This challenge or any other challenge to the constitutionality of the CAT may delay CATLLC’s assessment of CAT fees to recover a portion of CAT costs. As a result, the Plan Participants may continue to incur additional significant costs, and/or it may result in them not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT.

Citadel Petition for Review of SEC Temporary Conditional Exemptive Order

On July 17, 2024, Citadel filed a Petition for Review (“PFR”) of the SEC’s May 20, 2024 Order Granting A Temporary Conditional Exemption Pursuant to Section 36(a)(1) of the Exchange Act and Rule 608(e) of Regulation NMS Under the Exchange Act, Relating to the Reporting of Responses to Requests for Quotes and Other Solicitation Responses Provided in a Standard Electronic Format, as Required by Section 6.4(d) of the NMS Plan Governing the CAT (“CAT RFQ Exemptive Order”) in the 11th Circuit. The PFR does not identify any requested relief. On August 1, 2024, the 11th Circuit granted Citadel's July 19, 2024 unopposed motion to stay the PFR until a decision is issued in the CAT Funding Model Order litigation, which was also before the 11th Circuit. On September 11, 2024, the 11th Circuit granted motions filed by the Cboe U.S. national securities exchanges, the Nasdaq U.S. national securities exchanges, and CATLLC to intervene on behalf of the SEC. On July 25, 2025, the 11th Circuit issued an opinion in the CAT Funding Model Order litigation. The case has been removed from the 11th Circuit's mediation program and the parties are free to continue the litigation. This challenge or any other challenge to SEC Orders concerning the CAT may delay the CATLLC’s assessment of CAT fees to recover a portion of CAT costs. As a result, the Plan Participants may continue to incur additional significant costs, and/or it may result in them not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT.

Citadel vs. CATLLC

On January 15, 2026, Citadel filed a Petition for Rulemaking ("PFRM") asking the SEC to address the question of how CATLLC may (or may not) use reserve funds. On January 16, 2026, Citadel filed a Complaint for Declaratory and Injunctive Relief against CATLLC in the U.S. District Court for the District of Columbia ("D.C. federal district court") asserting a claim for relief based on an alleged violation of the private non-delegation doctrine. On January 16, 2026, Citadel also filed a motion for a preliminary injunction asking the D.C. federal district court to bar CATLLC from using reserves to fund its operations until the SEC has ruled on Citadel’s PFRM. A hearing on Citadel's motion for a preliminary injunction was scheduled for February 19, 2026, which was continued in response to a letter that the SEC sent to Citadel in response to its PFRM. This challenge or any other challenge to the use of CATLLC reserves to fund its operations creates uncertainty about how CATLLC's ongoing operations will be funded and the Plan Participants may continue to incur significant costs until an amended funding model is in place, and/or it may result in them not being able to collect on promissory notes relating to the funding of the ongoing operation of the CAT.

Former Employee Litigation

On January 26, 2026, a former employee filed a complaint against the Company in the United States District Court for the District of Kansas (Jacqueline Craine v. Cboe Global Markets, Inc., Case No. 2:26-cv-2046) alleging wrongful termination, violations of the Family and Medical Leave Act of 1993, as well as the Sarbanes-Oxley Act for alleged retaliation for being a purported whistleblower of alleged accounting and operational control issues. The complaint seeks back pay, reinstatement or front pay, compensatory damages, punitive, liquidated, and/or special damages, pre- and post-judgment interest, and fees and costs. The Company previously investigated the allegations with the assistance of outside legal advisers and forensic consultants, and the investigation concluded that the allegations lacked merit. The Company disputes the complaint’s allegations and claims, and the Company plans to vigorously defend itself.

Other

As self-regulatory organizations under the jurisdiction of the SEC, Cboe Options, C2, BZX, BYX, EDGX, and EDGA are subject to routine reviews and inspections by the SEC. As designated contract markets under the jurisdiction of the CFTC, CFE and Cboe Digital Exchange are subject to routine rule enforcement reviews and examinations by the CFTC. As a derivatives clearing organization under the jurisdiction of the CFTC, Cboe Clear U.S. is also subject to routine audits and examinations by the CFTC. Cboe SEF, LLC is a swap execution facility registered with the CFTC and subject to routine rule enforcement reviews and examinations by the CFTC. Cboe Trading, BIDS Trading and Cboe Fixed Income are subject to reviews and inspections by FINRA. The Company has from time to time received inquiries and investigative requests from the SEC’s Division of Examinations, CFTC’s Division of Market Oversight, the CFTC's Division of Clearing and Risk, as well as the SEC Division of Enforcement and CFTC Division of Enforcement seeking information about the Company's or its subsidiaries' compliance with their respective obligations as self-regulatory organizations, as applicable under the federal securities laws and/or Commodity Exchange Act as well as members’ compliance with the federal securities laws and/or Commodity Exchange Act.

In addition, Cboe Europe, Cboe Chi-X Europe, Cboe Clear Europe, Cboe NL, Cboe Australia, Cboe Japan, and Cboe Canada may be subject to routine reviews, audits, examinations, investigations, or inspections, as applicable, by their respective regulators, and while they have not been the subject of any litigation or regulatory investigation in the past that resulted in a material impact on the Company’s financial position, results of operations, liquidity or capital resources, there is always the possibility of such action in the future. As Cboe Europe and Cboe Chi-X Europe are domiciled in the UK, it is likely that any action would be taken in the UK courts in relation to litigation or by the FCA in relation to any regulatory enforcement action. As Cboe Clear Europe is domiciled in the Netherlands, it is likely that any action would be taken in the Dutch courts in relation to litigation or by the DNB or Dutch Authority for Financial Markets in relation to any regulatory enforcement action. For Cboe NL, also domiciled in the Netherlands, it is likely that any actions would be taken in the Dutch courts in relation to litigation or Dutch Authority for Financial Markets in relation to any regulatory enforcement action. As Cboe Australia is domiciled in Australia, it is likely that any action would be taken in the Australian courts in relation to litigation or by the ASIC, in relation to any regulatory enforcement action. As Cboe Japan is domiciled in Japan, it is likely that any action would be taken in the Japanese courts in relation to litigation or by the JFSA or the JSDA in relation to any regulatory enforcement action. As Cboe Canada is domiciled in Canada, it is likely that any action would be taken in the Canadian courts in relation to litigation or by the OSC and/or CIRO in relation to any regulatory enforcement action.

The Company is also currently a party to various other legal and regulatory proceedings in addition to those already mentioned. Management does not believe that the likely outcome of any of these other reviews, inspections, investigations, or other legal proceedings is expected to have a material impact on the Company’s financial position, results of operations, liquidity, or capital resources.

See Note 8 ("Credit Losses") for information on promissory notes related to the CAT. See also Note 21 ("Income Taxes") for information on tax examinations.

Contractual Obligations

The Company has contractual obligations related to licensing agreements with various licensors, some of which included fixed fees and/or variable fees calculated using agreed upon contracted rates and reported cleared volumes. Certain licensing agreements contain annual minimum fee requirements that total $14.6 million (excluding estimated variable fees) each year for the next five years. The Company is subject to annual minimum fee requirements under the January 29, 2024 addendum to its cloud services agreement, totaling $5.8 million to $6.9 million each year over the next four years.

See Note 14 ("Clearing Operations") for information on the clearinghouse exposure guarantees for Cboe Clear Europe and Cboe Clear U.S. See Note 24 ("Leases") for information on lease obligations.

24. LEASES

The Company currently leases office space, data centers, remote network operations centers, and equipment under non-cancelable operating leases with third parties as of December 31, 2025. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more, and some of which include the Company’s option to terminate the leases within one year. During the year ended December 31, 2025, $8.3 million of right of use assets and $8.3 million of lease liabilities were added related to new operating leases and existing lease extensions.

In May 2024, the Company entered into an agreement to amend its lease agreement for its Lenexa, Kansas office space. As part of the agreement, the lease term was reduced and ended on September 30, 2025. In consideration for the reduction in lease term, the Company agreed to pay a reduction fee totaling $1.3 million to be paid in two equal installments in May 2024 and September 2025. The amended lease agreement was treated as a full termination without an embedded option to terminate included in the original agreement. Upon the termination, the Company considered the present value of future lease payments and adjusted its right of use assets and lease liabilities balances accordingly based on the percentage reduction in the remaining lease term; the right of use assets decreased $10.3 million and the lease liabilities decreased $11.0 million, with the $0.7 million difference recorded as a gain on lease termination in other income (expense), net in the consolidated statements of income during the year ended December 31, 2024. The $1.3 million lease reduction payments are included in the present value of the lease liability balance along with normal rent payments and will be recognized through straight-line lease expense over the remaining term of the lease.

Additionally, in September 2024, the Company signed a new lease to secure approximately 60,000 square feet of office space in Overland Park, Kansas. The initial term of the lease is 129 months from the accounting commencement date, September 1, 2024. The Company has the option to renew the lease for two additional terms of 60 months each. The total legally binding minimum lease payments for the lease are approximately $12.0 million, net of allowance incentives.

The following table presents the supplemental balance sheet information related to leases as of December 31, 2025 and 2024 (in millions):

December 31, 2025December 31, 2024
Operating lease right of use assets$111.0$124.5
Total leased assets$111.0$124.5
Current operating lease liabilities (1)$26.9$19.9
Non-current operating lease liabilities120.9138.4
Total leased liabilities$147.8$158.3

________________________________________________________

(1)These amounts are reflected within accounts payable and accrued liabilities in the consolidated balance sheets.

The following table presents operating lease costs and other information as of and for the years ended December 31, 2025 and 2024 (in millions, except as stated):

December 31, 2025December 31, 2024
Operating lease costs (1)$37.9$37.1
Lease term and discount rate information:
Weighted average remaining lease term (years)6.97.6
Weighted average discount rate3.6%3.6%
Supplemental disclosure of cash transactions:
Cash paid for amounts included in the measurement of lease liabilities$27.7$27.2
Lease incentive for leasehold improvements2.6—
Supplemental disclosure of noncash activities:
Right of use assets obtained in exchange for lease liabilities8.326.7
Reduction in lease liability due to remeasurement(0.4)(18.5)

________________________________________________________

(1)Includes short-term lease and variable lease costs, which are immaterial.

The total rent expense related to lease obligations, reflected in technology support services and facilities costs line items on the consolidated statements of income, for the years ended December 31, 2025, 2024, and 2023 were $37.9 million, $37.1 million, and $34.5 million, respectively.

The maturities of the lease liabilities are as follows as of December 31, 2025 (in millions):

December 31, 2025
2026$31.6
202728.1
202825.9
202914.5
203014.8
After 203052.8
Total lease payments$167.7
Less: Interest(19.9)
Present value of lease liabilities$147.8

25. SUBSEQUENT EVENTS

In January 2026, the Company formally initiated the wind down of the CEDX exchange service following a comprehensive strategic review of its global operations. On January 9, 2026, CEDX issued a release to its market participants that Cboe NL is planning to wind down its CEDX exchange service. The CEDX exchange service will be decommissioned effective February 23, 2026.

On January 26, 2026, the Company announced the planned appointments of Scott Johnston as Executive Vice President, Chief Operating Officer, and Heidi Fischer as Executive Vice President, Global Head of Equities and Spot Markets. Mr. Johnston will take over chief operating duties from Chris Isaacson, Executive Vice President and Chief Operating Officer, who is retiring from his role effective March 6, 2026. Ms. Fischer will assume oversight of Cboe’s global cash equities and spot markets, which Mr. Isaacson also oversaw. Mr. Isaacson will continue to serve as an advisor to Cboe through the end of 2026.

On February 12 and 13, 2026, the Company’s Board of Directors and Compensation and Human Capital Committee, as applicable, approved granting $37.8 million of RSUs and $6.4 million of PSUs, with an effective date of February 19, 2026, to certain officers and employees at a fair value, based on the closing price of the Company’s stock on the pricing date of February 19, 2026. The shares will have a three year vesting period based on achievement of certain service, performance and/or market conditions and vesting accelerates upon the occurrence of a termination of employment following a change in control of the Company or in the event of earlier death, or disability.

On February 13, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.72 per share. The dividend is payable on March 13, 2026 to stockholders of record at the close of business on February 27, 2026.

Subsequent to the year ended December 31, 2025, from January 1, 2026 through February 18, 2026, the Company repurchased 11,500 shares of its common stock under its share repurchase program at an average cost per share of $269.59, for a total value of $3.1 million. As of February 18, 2026, the Company had $611.4 million of availability remaining under its existing share repurchase authorizations.

There have been no other subsequent events that would require disclosure in, or adjustment to, the consolidated financial statements as of and for the year ended December 31, 2025.

Previous: Item 7A. Quantitative and Qualitative Disclosures about Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure