Item 1A. Risk Factors.

Other than the risk factor listed below, there have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

Our recent decision to wind down the Cboe Digital spot crypto market may negatively impact our digital asset business.

In April 2024, we announced plans to wind down the spot crypto market currently offered by Cboe Digital and transition its cash-settled Bitcoin and Ether futures contracts to CFE, pending regulatory review and certain corporate approvals. The Company expects to maintain the derivatives clearing services currently operated by Cboe Clear Digital, integrating these functions and teams into the existing organizational structure. In connection with shutting down the spot crypto exchange, the Company also plans to unwind the minority ownership structure in Cboe Digital. Our decision to wind down the Cboe Digital spot crypto market may adversely impact our ability to develop new products based on digital assets, including the development and distribution of digital asset indices for potential use in exchange traded products and other derivative product opportunities. The wind down could impact our reputation within the digital asset industry and negatively impact the demand for our Bitcoin and Ether futures contracts. We expect competition to increase as existing and new competitors introduce new products or enhance existing products and the wind down of the spot crypto market may impact how market participants perceive us. In addition, there can be no assurance that we will be able to obtain the regulatory approvals necessary to wind down the Cboe Digital spot crypto market on a timely basis and we cannot provide assurance that we will be able to successfully transition Cboe Digital’s cash-settled Bitcoin and Ether futures contracts to CFE and integrate the clearing services currently operated by Cboe Clear Digital into the existing organizational structure.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Share repurchase program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations for a total authorization of $1.8 billion. The program permits the Company to purchase shares, through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. The Company repurchased 489,686 shares of its common stock under its share repurchase program during the three months ended March 31, 2024 at an average cost per share of $182.26, for a total value of $89.3 million and had $294.8 million of availability remaining under its existing share repurchase authorizations as of March 31, 2024.

The table below shows the purchases of equity securities by the Company which settled during the three months ended March 31, 2024, reflecting the purchase of common stock under the Company's share repurchase program:


				Total Number of	Approximate Dollar
				Shares Purchased	Value of Shares that May
				as Part of Publicly	Yet Be Purchased Under
	Total Number of	Average Price		Announced Plans	the Plans or Programs
Period	Shares Purchased	Paid per Share		or Programs	(in millions)
January 1 to January 31, 2024	8,861	$	174.52	8,861	$	382.5
February 1 to February 29, 2024	—		—	—		382.5
March 1 to March 31, 2024	480,825		182.40	480,825		294.8
Total	489,686	$	182.26	489,686

Purchase of common stock from employees

The table below reflects the acquisition of common stock by the Company in the three months ended March 31, 2024 that were not part of the publicly announced share repurchase authorization. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock unit awards and performance share awards.


Period	Total Number of Shares Purchased	Average Price Paid per Share
January 1 to January 31, 2024	475	$	178.56
February 1 to February 29, 2024	134,987		185.58
March 1 to March 31, 2024	1,526		187.02
Total	136,988	$	185.86

Use of proceeds

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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