Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and as contained in that report, the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion contains forward-looking information. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

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, 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, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, 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.

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.

Business Segments

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 is reflective of how the Company's CODM reviews and operates the business, as discussed in Note 1 (“Organization and Basis of Presentation”). 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.

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.

On April 25, 2024, the Company announced plans to refocus the digital asset business to leverage its core strengths in derivatives, technology, and product innovation. Effective May 31, 2024, the Cboe Digital spot market (“Cboe Digital spot market”) is closed for all participant and trading purposes. The Company has brought Cboe Clear U.S. (formerly, Cboe Clear Digital) under unified leadership with the Global Head of Clearing, and expects to continue to facilitate the clearing of cash-settled margin Bitcoin and Ether futures contracts. The Company retained and presented Digital as a reportable segment through December 31, 2024. As of January 1, 2025, the Company prospectively reorganized the Digital operating segment results into the Futures reporting segment as the Company expects to transition its cash-settled margin Bitcoin and Ether futures contracts, currently available for trading on the Cboe Digital Exchange, to CFE during the second quarter of 2025, pending regulatory review. Comparative-period results have not been recast as the historic 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 three months ended March 31, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 ("Organization and Basis of Presentation") and Note 14 (“Segment Reporting”) for more information.

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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 Canada, 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 listed equities and derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Japan. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks, a Large-in-Scale (“LIS”) trading negotiation facility and predominantly for UK and Swiss symbols. 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. Cboe Europe Derivatives, a pan-European derivatives platform, offers futures and options based on Cboe Europe equity indices, and single stock options. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear SFT. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

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

Comparative-period results have been presented for historical purposes but have not been recast as the historic 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 three months ended March 31, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 (“Organization and Basis of Presentation”) and Note 14 ("Segment Reporting") for more information.

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

General Factors Affecting Results of Operations

In broad terms, our business performance is impacted by a number of drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including:

  • trading volumes on our proprietary products such as VIX options and futures and SPX options;

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  • trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities, options, futures, and ETPs in Europe, and volumes in institutional FX trading;

  • the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors (“SIPs”), which determines the pool size of the industry market data fees we receive based on our market share;

  • consolidation and expansion of our customers and competitors in the industry;

  • the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services;

  • continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;

  • significant fluctuations in foreign currency translation rates or weakened value of currencies; and

  • regulatory changes and obligations relating to market structure, increased capital or margin requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.

A number of significant structural, political, monetary, and global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, potential recession, supply chain constraints and costs, trading volumes, uncertainty, expenses, costs due to potential new tariffs or changes to existing tariffs, and costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of CAT, may have an adverse effect on our financial results.

Components of Revenues

Cash and Spot Markets

Revenue aggregated into 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 the Company’s North American Equities, Europe and Asia Pacific, and Global FX segments.

Data Vantage

Revenue aggregated into Data Vantage includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s five segments.

Derivatives Markets

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

Components of Cost of Revenues

Liquidity Payments

Liquidity payments are primarily correlated to the trading volume on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of Cboe Options, C2, BZX, EDGX, Cboe Europe Equities and Derivatives, Cboe Clear U.S., Cboe Digital Exchange, and CFE as cost of revenue. BYX offers an inverted pricing model where we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of revenues. Effective November 1, 2024, EDGA transitioned from an inverted fee model to a maker-taker fee model.

Routing and Clearing

Various rules require that U.S. options and equities trade executions occur at the National Best Bid and Offer displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby Cboe equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers or our broker-dealer, Cboe Trading, to facilitate such delivery. Also included within routing and clearing are the Order Management System (“OMS”) and Execution Management System

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(“EMS”) fees incurred for U.S. Equities Off-Exchange order execution, as well as settlement costs incurred for the settlement processes executed by Cboe Clear Europe and Cboe Clear U.S.

Section 31 Fees

Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as regulatory transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. Cboe Trading, Cboe Europe, Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Japan, Cboe Clear U.S., and Cboe Canada are not U.S. national securities exchanges and, accordingly, are not charged Section 31 fees.

Royalty Fees and Other Cost of Revenues

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Global Indices Feed (“CGIF”).

Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue.

Components of Operating Expenses

Compensation and Benefits

Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to employee equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the grant date and the related service period.

Depreciation and Amortization

Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software, and the amortization of intangible assets.

Technology Support Services

Technology support services consists primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.

Professional Fees and Outside Services

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.

Travel and Promotional Expenses

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

Facilities Costs

Facilities costs primarily consist of expenses related to leased properties including rent, maintenance, utilities, real estate taxes, and telecommunications costs.

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Acquisition-Related Costs

Acquisition-related costs relate to acquisitions and other strategic opportunities. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, and other external costs directly related to mergers and acquisitions.

Other Expenses

Other expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited to, bad debt provisions and changes in contingent consideration.

Non-Operating (Expenses) Income

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other (expenses) income. These activities primarily include interest earned on the investing of excess cash, commitment fees and interest expense related to outstanding debt facilities, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, realized gains related to the Company’s previously held minority investments, income earned related to the Company’s minority investments, and equity earnings or losses from our investments in other business ventures.

Financial Summary

The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations.

We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance.

These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our condensed consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure.

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The following summarizes changes in financial performance for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. “YTD” represents the three month periods ended March 31, 2025 and 2024, respectively:

167716492674618111649267461821

167816801681

168616871688

(1)These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
Total revenues$1,195.0$957.2$237.825%
Total cost of revenues629.8455.1174.738%
Revenues less cost of revenues565.2502.163.113%
Total operating expenses211.3219.7(8.4)(4)%
Operating income353.9282.471.525%
Operating margin62.6%56.2%6.4%*
Income before income tax provision350.2292.158.120%
Income tax provision99.682.617.021%
Net income$250.6$209.5$41.120%
Basic earnings per share$2.38$1.97$0.4121%
Diluted earnings per share2.371.960.4121%
Adjusted operating income (1)372.8309.263.621%
Adjusted operating margin (2)66.0%61.6%4.4%*
Operating EBITDA (1)$384.2$319.7$64.520%
Operating EBITDA margin (3)68.0%63.7%4.3%*
Adjusted operating EBITDA (1)$384.7$320.3$64.420%
Adjusted operating EBITDA margin (4)68.1%63.8%4.3%*
EBITDA (1)$383.7$337.1$46.614%
EBITDA margin (5)67.9%67.1%0.8%*
Adjusted EBITDA (1)$383.8$337.3$46.514%
Adjusted EBITDA margin (6)67.9%67.2%0.7%*
Adjusted earnings (7)$263.1$227.7$35.416%
Diluted weighted average shares outstanding105.1106.1(1.0)(1)%
Adjusted diluted earnings per share (8)$2.50$2.15$0.3516%

*Not meaningful

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(1)Adjusted operating income is defined as operating income before acquisition-related costs, amortization of acquired intangible assets, and costs related to the Cboe Digital wind down. Operating EBITDA is defined as operating income before depreciation and amortization. EBITDA is defined as income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, earnings on investments adjustments, gain on revaluation of Cboe Digital non-recourse notes and warrants, and costs related to the Cboe Digital wind down. Adjusted operating EBITDA is calculated by adding back to Operating EBITDA acquisition-related costs and costs related to the Cboe Digital wind down. Operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA differently than we do. Operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

(2)Adjusted operating margin represents adjusted operating income divided by revenues less cost of revenues.

(3)Operating EBITDA margin represents operating EBITDA divided by revenues less cost of revenues.

(4)Adjusted operating EBITDA margin represents adjusted operating EBITDA divided by revenues less cost of revenues.

(5)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

(6)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.

(7)Adjusted earnings is defined as net income adjusted for acquisition-related costs, amortization of acquired intangible assets, earnings on investments adjustments, gain on revaluation of Cboe Digital non-recourse notes and warrants, costs related to the Cboe Digital wind down, certain tax reserve changes, and net income or loss allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income or loss, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

(8)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.

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The following is a reconciliation of operating income to adjusted operating income (in millions) for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31,
20252024
Operating income$353.9$282.4
Acquisition-related costs0.20.6
Amortization of acquired intangible assets18.426.2
Costs related to Cboe Digital wind down0.3—
Adjusted operating income$372.8$309.2

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA (in millions) for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31,
20252024
Operating income$353.9$282.4
Depreciation and amortization30.337.3
Operating EBITDA384.2319.7
Acquisition-related costs0.20.6
Costs related to Cboe Digital wind down0.3—
Adjusted operating EBITDA$384.7$320.3

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The following is a reconciliation of net income allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31,
2025
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (1)CorporateTotal
Net income (loss) allocated to common stockholders$256.7$43.7$21.0$21.1$10.5$—$(103.6)$249.4
Interest (income) expense, net(0.2)(0.7)0.7(0.6)——5.24.4
Income tax provision (benefit)0.10.9——(0.1)—98.799.6
Depreciation and amortization6.912.07.90.62.9——30.3
EBITDA263.555.929.621.113.3—0.3383.7
Acquisition-related costs—0.1————0.10.2
Earnings on investments adjustments—(0.3)————(0.1)(0.4)
Costs related to Cboe Digital wind down———0.3———0.3
Adjusted EBITDA$263.5$55.7$29.6$21.4$13.3$—$0.3$383.8
Three Months Ended March 31,
2024
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXDigital (1)CorporateTotal
Net income (loss) allocated to common stockholders$215.5$37.3$8.5$22.0$6.5$(8.6)$(72.9)$208.3
Interest (income) expense, net(0.1)(0.3)1.2——(1.1)9.28.9
Income tax provision—0.80.3———81.582.6
Depreciation and amortization7.115.87.90.64.11.8—37.3
EBITDA222.553.617.922.610.6(7.9)17.8337.1
Acquisition-related costs—0.20.2——0.10.10.6
Gain on revaluation of Cboe Digital non-recourse notes and warrants—————(0.4)—(0.4)
Adjusted EBITDA$222.5$53.8$18.1$22.6$10.6$(8.2)$17.9$337.3

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the first quarter of 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 ("Organization and Basis of Presentation") for additional information.

The following is a reconciliation of net income allocated to common stockholders to adjusted earnings (in millions):

Three Months Ended March 31,
20252024
Net income allocated to common stockholders$249.4$208.3
Acquisition-related costs0.20.6
Amortization of acquired intangible assets18.426.2
Earnings on investments adjustments(0.4)—
Gain on revaluation of Cboe Digital non-recourse notes and warrants—(0.4)
Costs related to Cboe Digital wind down0.3—
Tax effect of adjustments(4.7)(6.9)
Net income allocated to participating securities(0.1)(0.1)
Adjusted earnings$263.1$227.7

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The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2025, compared to the three months ended March 31, 2024:

569856995700

570257035704

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The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2025, compared to the three months ended March 31, 2024 (continued from previous page):

588058815882

5884 5892

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The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
(in millions, except percentages, trading days, and as noted below)
Options:
Average daily volume (ADV) (in millions of contracts):
Market ADV58.447.510.923%
Total touched contracts (1)18.214.83.423%
Multi-listed contract ADV13.410.72.725%
Index contract ADV4.84.10.717%
Number of trading days6061(1)(2)%
Total Options revenue per contract (RPC) (2)$0.287$0.299$(0.012)(4)%
Multi-listed options RPC (2)$0.066$0.064$0.0023%
Index options RPC (2)$0.908$0.915$(0.007)(1)%
Total Options market share31.1%31.3%(0.2)%*
Multi-listed options market share25.0%24.8%0.2%*
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total touched shares (in billions) (1)1.71.60.111%
Market ADV (in billions)15.711.83.933%
Market share10.5%12.8%(2.3)%*
U.S. Equities - Exchange (net capture per one hundred touched shares) (3)$0.014$0.019$(0.005)(26)%
U.S. ETPs: launches (number of launches)77492857%
U.S. ETPs: listings (number of listings)94470324134%
U.S. Equities - Off-Exchange:
ADV (touched shares, in millions) (1)90.682.08.610%
U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)$0.117$0.132$(0.015)(11)%
Trading days6061(1)(2)%
Canadian Equities:
ADV (matched shares, in millions) (5)159.6146.313.39%
Trading days6262——%
Net capture (per 10,000 touched shares, in Canadian dollars) (6)$4.250$3.997$0.2536%
Europe and Asia Pacific:
European Equities:
ADNV:
Matched ADNV (Euros - in billions) (7)€13.8€9.9€3.939%
Market ADNV (in billions)€55.8€41.8€14.034%
Trading days6363——%
Market share24.8%23.7%1.1%*
Net capture (per matched notional value (bps), in Euros) (8)€0.252€0.249€0.0031%
Cboe Clear Europe:
Trades cleared (9)412.1294.3117.840%
Fee per trade cleared (10)€0.008€0.008€—3%
European equities market share cleared (11)39.2%35.5%3.7%*
Net settlement volume (12)3.22.50.727%
Net fee per settlement (13)€0.951€1.072€(0.121)(11)%
Australian Equities:
ADNV (AUD - in billions)$0.8$0.8$—7%
Trading days6262——%
Market share - Continuous19.4%20.4%(1.0)%*
Net capture (per matched notional value (bps), in Australian Dollars) (14)$0.156$0.156$—(0)%
Japanese Equities:
ADNV (JPY - in billions)¥323.8¥315.9¥7.92%
Trading days5758(1)(2)%
Market share - Lit Continuous5.4%5.0%0.4%*
Net capture (per matched notional value (bps), in Yen) (15)¥0.242¥0.227¥0.0156%
Futures:
ADV (in thousands)249.4220.029.413%
Trading days6061(1)(2)%
Revenue per contract$1.740$1.749$(0.009)(1)%
Global FX:
ADNV ($ - in billions)$51.9$45.3$6.615%
Trading days6364(1)(2)%
Net capture (per one million dollars traded) (16)$2.77$2.62$0.156%
Average British pound/U.S. dollar exchange rate$1.259$1.268$(0.009)(1)%
Average Canadian dollar/U.S. dollar exchange rate$0.697$0.742$(0.045)(6)%
Average Euro/U.S. dollar exchange rate$1.051$1.086$(0.035)(3)%
Average Euro/British pound exchange rate£0.835£0.856£(0.021)(2)%
Average Australian dollar/U.S. dollar exchange rate$0.627$0.658$(0.031)(5)%
Average Japanese Yen/U.S. dollar exchange rate$0.007$0.007$—(3)%

*Not meaningful

Note, the percent change listed represents the change in the unrounded metrics figures.

Note, the Digital segment is not included as results were not material for the three months ended March 31, 2024. The Digital segment results are prospectively located in the Futures segment beginning in the first quarter of 2025.

Note, as of January 2025, European equities market share cleared excludes market volume not cleared within the Cboe Clear Europe pan-European equities market space. Prior periods have been restated in accordance with this methodology.

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(1)Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.

(2)Average revenue per contract, for options and futures, represents total net transaction fees recognized for the period divided by total contracts traded during the period.

(3)Net capture per one hundred touched shares refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX, and EDGA and the number of trading days.

(4)Net capture per one hundred touched shares refers to transaction fees less order and execution management system (OMS/EMS) fees and clearing costs divided by the product of one-hundredth ADV of touched shares on BIDS Trading and the number of trading days for the period.

(5)Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges.

(6)Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares of Cboe Canada and the number of trading days.

(7)Matched ADNV represents the average daily notional value of shares or contracts executed on our exchanges.

(8)Net capture per matched notional value refers to transaction fees less liquidity payments in British pounds divided by the product of ADNV in British pounds of shares matched on Cboe Europe Equities and the number of trading days.

(9)Trades cleared refers to the total number of non-interoperable trades cleared.

(10)Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared.

(11)European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues.

(12)Net settlement volume refers to the total number of settlements executed after netting.

(13)Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.

(14)Net capture per matched notional value refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Cboe Australia and the number of Australian Equities trading days.

(15)Net capture per matched notional value refers to transaction fees less liquidity payments in Japanese Yen divided by the product of ADNV in Japanese Yen of shares matched on Cboe Japan and the number of Japanese Equities trading days.

(16)Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.

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Revenues

Total revenues for the three months ended March 31, 2025 increased $237.8 million, or 25%, compared to the same period in 2024 primarily due to increases in cash and spot markets and derivatives markets revenue, driven by an increase in transaction and clearing fees, as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, and Cboe European equities exchanges, coupled with an increase in the Section 31 fee rate following a rate change in May 2024.

The following summarizes changes in revenues for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
Cash and spot markets$500.9$380.9$120.032%
Data Vantage152.5140.212.39%
Derivatives markets541.6436.1105.524%
Total revenues$1,195.0$957.2$237.825%

Cash and Spot Markets

Cash and spot markets revenue increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in regulatory fees and transaction and clearing fees. Regulatory fees increased primarily due to a 248% increase in the Section 31 fee rate, from an average rate of $8.00 per million dollars of covered sales for the three months ended March 31, 2024 to an average rate of $27.80 per million dollars of covered sales for the three months ended March 31, 2025. Transaction and clearing fees increased primarily due to an 11% increase in total touched shares on Cboe U.S. equities exchanges and a 39% increase in matched ADNV on Cboe European equities exchanges.

Data Vantage

Data Vantage revenue increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities, Options, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, North American Equities, and Europe and Asia Pacific segments.

Derivatives Markets

Derivatives markets revenue increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees and regulatory fees. Transaction and clearing fees increased primarily due to a 25% increase in multi-listed options ADV and a 17% increase in index options ADV. Regulatory fees increased primarily due to a 248% increase in the Section 31 fee rate, from an average rate of $8.00 per million dollars of covered sales for the three months ended March 31, 2024 to an average rate of $27.80 per million dollars of covered sales for the three months ended March 31, 2025.

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Cost of Revenues

The following tables reconcile the disaggregated cost of revenues captions presented on the condensed consolidated statements of income to the net revenue captions presented on the condensed consolidated statements of income for the three months ended March 31, 2025 and 2024, respectively (in millions):

Three Months Ended March 31, 2025
Cash and Spot MarketsData VantageDerivatives MarketsTotal
Liquidity payments$245.7$—$149.1$394.8
Routing and clearing fees15.3—4.319.6
Section 31 fees120.6—32.5153.1
Royalty fees and other cost of revenues12.63.146.662.3
Total cost of revenues$394.2$3.1$232.5$629.8
Three Months Ended March 31, 2024
Cash and Spot MarketsData VantageDerivatives MarketsTotal
Liquidity payments$222.9$—$115.9$338.8
Routing and clearing fees11.8—4.216.0
Section 31 fees34.7—7.442.1
Royalty fees and other cost of revenues14.22.541.558.2
Total cost of revenues$283.6$2.5$169.0$455.1

Total cost of revenues increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increased cash and spot markets and derivatives markets cost of revenues as a result of an increase in the Section 31 fee rate, coupled with an increase in liquidity payments on the Cboe options and Cboe U.S. equities exchanges as a result of volume increases in multi-listed options and U.S. equities.

The following summarizes changes in the disaggregated cost of revenues for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
Liquidity payments$394.8$338.8$56.017%
Routing and clearing19.616.03.623%
Section 31 fees153.142.1111.0264%
Royalty fees and other cost of revenues62.358.24.17%
Total cost of revenues$629.8$455.1$174.738%

Liquidity Payments

Liquidity payments increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments on the Cboe options exchanges as a result of a 25% increase in multi-listed options ADV, coupled with an increase on the Cboe U.S. equities exchanges as a result of an 11% increase in total touched shares.

Routing and Clearing

Routing and clearing fees increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in routed trades on the Cboe U.S. equities exchanges.

Section 31 Fees

Section 31 fees increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to a 248% increase in the Section 31 fee rate, from an average rate of $8.00 per million dollars of covered sales for the three months ended March 31, 2024 to an average rate of $27.80 per million dollars of covered sales for the three months ended March 31, 2025.

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Royalty Fees and Other Cost of Revenues

Royalty fees and other cost of revenues increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in trading volumes of licensed products in the Options segment, partially offset by a decrease in operating interest expense attributable to Cboe Clear Europe as a result of the changing interest rate environment.

Revenues Less Cost of Revenues

Revenues less cost of revenues increased $63.1 million, or 13%, for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in derivatives markets revenues less cost of revenues, driven by an increase in volumes traded on the Cboe options and Cboe European equities exchanges, coupled with an increase in access and capacity fees and proprietary market data across segments.

The following summarizes the components of revenues less cost of revenues for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
Cash and spot markets$106.7$97.3$9.410%
Data Vantage149.4137.711.78%
Derivatives markets309.1267.142.016%
Total revenues less cost of revenues$565.2$502.1$63.113%

Cash and Spot Markets

Cash and spot markets revenues less cost of revenues increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees less liquidity payments and routing and clearing costs (“net transaction and clearing fees”) in the Europe and Asia Pacific and Global FX segments. Net transaction and clearing fees increased primarily due to a 39% increase in Cboe European equities matched ADNV, a 15% increase in Global FX ADNV, and a 40% increase in trades cleared by Cboe Clear Europe.

Data Vantage

Data Vantage revenues less cost of revenues increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities, Options, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, North American Equities, and Europe and Asia Pacific segments.

Derivatives Markets

Derivatives markets revenues less cost of revenues increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in net transaction and clearing fees driven by a 17% increase in index options ADV and a 25% increase in multi-listed options ADV.

Operating Expenses

Total operating expenses for the three months ended March 31, 2025 compared to the same period in 2024 decreased $8.4 million, or 4%, primarily due to a decrease in depreciation and amortization.

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The following summarizes changes in operating expenses for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20252024
Compensation and benefits$116.2$115.3$0.91%
Depreciation and amortization30.337.3(7.0)(19)%
Technology support services25.624.21.46%
Professional fees and outside services20.821.5(0.7)(3)%
Travel and promotional expenses6.47.5(1.1)(15)%
Facilities costs6.26.5(0.3)(5)%
Acquisition-related costs0.20.6(0.4)(67)%
Other expenses5.66.8(1.2)(18)%
Total operating expenses$211.3$219.7$(8.4)(4)%

Compensation and Benefits

Compensation and benefits increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to a $2.3 million increase in salaries and wages primarily due to merit and headcount increases and a $1.7 million increase in severance expenses, partially offset by a $2.6 million increase in capitalized wages as a result of an increase in internally developed software.

Depreciation and Amortization

Depreciation and amortization decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to declines in amortization under the discounted cash flow method for the intangibles acquired in the Merger and monthly amortization for developed and existing technology ending or written down to zero in 2024.

Technology Support Services

Technology support services increased for the three months ended March 31, 2025 compared to the same period in 2024 due to increases in market data support, secondary data center hosting, and cloud services, partially offset by a decrease in primary data center hosting.

Professional Fees and Outside Services

Professional fees and outside services decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in legal fees, contract services, and consulting fees, partially offset by increases in regulatory costs related to CAT expenses.

Travel and Promotional Expenses

Travel and promotional expenses decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in marketing and advertising expenses.

Facilities Costs

Facilities costs decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in accrued real estate taxes, service costs, and utilities, partially offset by an increase in office rent.

Acquisition-Related Costs

Acquisition-related costs decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in retention-related compensation costs associated with prior acquisitions and professional fees.

Other Expenses

Other expenses decreased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreases in bad debt expense provisions, insurance, and impairment of physical assets compared to the same period in 2024.

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Operating Income

As a result of the items above, operating income for the three months ended March 31, 2025 was $353.9 million, compared to operating income of $282.4 million for the three months ended March 31, 2024, an increase of $71.5 million.

Interest Expense

Interest expense declined slightly during the three months ended March 31, 2025 compared to the same period in 2024 primarily due to a decrease in interest expense from Cboe Clear Europe operations.

Interest Income

Interest income increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to interest earned on higher cash balances.

(Loss) Earnings on Investments, net

(Loss) earnings on investments, net increased for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to a $12.8 million gain in the equity earnings on the Company’s investment in 7Ridge Fund (which owns Trading Technologies) recorded in 2024 compared to a $2.9 million loss recorded in 2025 as a result of timing of gains/losses on the Company's investment.

Other Income, Net

Other income, net decreased for the three months ended March 31, 2025 compared to the same period in 2024 due to the gain on revaluation of Cboe Digital non-recourse notes and warrants earned in the first quarter of 2024, which did not recur in the first quarter of 2025, coupled with an increase in foreign currency exchange loss, partially offset by an increase in dividend income from minority investments compared to the same period in 2024.

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the three months ended March 31, 2025 was $350.2 million, compared to income before income tax provision of $292.1 million for the three months ended March 31, 2024, an increase of $58.1 million.

Income Tax Provision

The effective tax rate from continuing operations was 28.4% and 28.3% for the three months ended March 31, 2025 and 2024, respectively, primarily due to a decrease in excess tax benefits from the vesting of equity awards during the first quarter of 2025.

Net Income

As a result of the items above, net income for the three months ended March 31, 2025 was $250.6 million, compared to net income of $209.5 million for the three months ended March 31, 2024, an increase of $41.1 million.

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Segment Operating Results

The Company previously operated six reportable business segments as of December 31, 2024. As of January 1, 2025, we report results from our five segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX. Segment performance is primarily based on operating income. We have aggregated all corporate costs, as well as other business ventures, within Corporate Items and Eliminations as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment. Operating expenses increased or decreased in certain segments for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to changes in the allocation of shared-service expenses.

The following summarizes our total revenues by segment (in millions, except percentages):

819

Note, the chart excludes Digital revenues of $(0.7) million for the three months ended March 31, 2024.

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Options$584.6$477.422%49%50%
North American Equities460.1349.632%38%37%
Europe and Asia Pacific93.180.715%8%8%
Futures35.331.412%3%3%
Global FX21.918.816%2%2%
Digital (1)—(0.7)*%*%*%
Total revenues$1,195.0$957.225%100%100%

*Not meaningful

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the first quarter of 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 ("Organization and Basis of Presentation") for additional information.

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The following summarizes our revenues less cost of revenues by segment (in millions, except percentages):

1094

Note, the chart excludes Digital revenues less cost of revenues of $(0.9) million for the three months ended March 31, 2024.

Percent ChangePercentage of Total Revenues Less Cost of Revenues
Three Months Ended March 31,Three Months Ended March 31,
2025202420252024
Options$352.4$307.415%62%61%
North American Equities94.692.62%17%18%
Europe and Asia Pacific64.154.118%11%11%
Futures32.830.58%6%6%
Global FX21.318.416%4%4%
Digital (1)—(0.9)*%*%*%
Total revenues less cost of revenues$565.2$502.113%100%100%

*Not meaningful

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the first quarter of 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 ("Organization and Basis of Presentation") for additional information.

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Options

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Options segment (in millions, except percentages):

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Revenues less cost of revenues$352.4$307.415%60%64%
Operating expenses94.590.64%16%19%
Operating income$257.9$216.819%44%45%
Operating margin73.2%70.5%***
EBITDA (1)$263.5$222.518%45%47%
EBITDA margin (2)74.8%72.4%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $45.0 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in net transaction and clearing fees driven by a 17% increase in index options ADV and a 25% increase in multi-listed options ADV. For the three months ended March 31, 2025, operating income for the Options segment increased $41.1 million compared to the three months ended March 31, 2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $3.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in compensation and benefits.

North American Equities

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our North American Equities segment (in millions, except percentages):

Three Months Ended March 31,Percentage of Total Revenues
Three Months Ended March 31,
20252024Percent Change20252024
Revenues less cost of revenues$94.6$92.62%21%26%
Operating expenses50.254.6(8)%11%16%
Operating income$44.4$38.017%10%11%
Operating margin46.9%41.0%***
EBITDA (1)$55.9$53.64%12%15%
EBITDA margin (2)59.1%57.9%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $2.0 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in access and capacity fees, partially offset by a decrease in net transaction and clearing fees driven by a 26% decrease in net capture. For the three months ended March 31, 2025, operating income for the North American Equities segment increased $6.4 million compared to the three months ended March 31, 2024 primarily due to a decrease in operating expenses, coupled with an increase in revenues less cost of revenues. Operating expenses decreased $4.4 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to a decrease in depreciation and amortization.

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Europe and Asia Pacific

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Europe and Asia Pacific segment (in millions, except percentages):

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Revenues less cost of revenues$64.1$54.118%69%67%
Operating expenses42.143.9(4)%45%54%
Operating income$22.0$10.2116%24%13%
Operating margin34.3%18.9%***
EBITDA (1)$29.6$17.965%32%22%
EBITDA margin (2)46.2%33.1%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $10.0 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in net transaction and clearing fees driven by a 39% increase in Cboe European Equities matched ADNV, coupled with a 40% increase in trades cleared by Cboe Clear Europe. For the three months ended March 31, 2025, operating income for the Europe and Asia Pacific segment increased $11.8 million compared to the three months ended March 31, 2024 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses. Operating expenses decreased $1.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to a decrease in professional fees and outside services.

Futures

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Futures segment (in millions, except percentages):

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Revenues less cost of revenues$32.8$30.58%93%97%
Operating expenses12.28.445%35%27%
Operating income$20.6$22.1(7)%58%70%
Operating margin62.8%72.5%***
EBITDA (1)$21.1$22.6(7)%60%72%
EBITDA margin (2)64.3%74.1%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $2.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in net transaction and clearing fees as a result of a 13% increase in ADV. For the three months ended March 31, 2025, operating income for the Futures segment decreased $1.5 million compared to the three months ended March 31, 2024 primarily due to an increase in operating expenses, partially offset by an increase in revenues less cost of revenues. Operating expenses increased $3.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to increases in compensation

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and benefits and technology support services, primarily due to the Digital results being included in the Futures segment prospectively beginning in the first quarter of 2025.

Global FX

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, EBITDA, and EBITDA margin for our Global FX segment (in millions, except percentages):

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Revenues less cost of revenues$21.3$18.416%97%98%
Operating expenses11.011.8(7)%50%63%
Operating income$10.3$6.656%47%35%
Operating margin48.4%35.9%***
EBITDA (1)$13.3$10.625%61%56%
EBITDA margin (2)62.4%57.6%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $2.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in net transaction and clearing fees driven by a 15% increase in ADNV and a 6% increase in net capture. For the three months ended March 31, 2025, operating income for the Global FX segment increased $3.7 million compared to the three months ended March 31, 2024 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses. Operating expenses decreased $0.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to a decrease in depreciation and amortization.

Digital

The following summarizes revenues less cost of revenues, operating expenses, operating loss, operating margin, EBITDA, and EBITDA margin for the former Digital segment for the three months ended March 31, 2024 (in millions, except percentages) for the purposes of providing comparative information. The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. See Note 1 ("Organization and Basis of Presentation") for additional information:

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2025202420252024
Revenues less cost of revenues$—$(0.9)*%*%*%
Operating expenses—9.3*%*%*%
Operating loss$—$(10.2)*%*%*%
Operating margin—%*%***
EBITDA (1)$—$(7.9)*%*%*%
EBITDA margin (2)—%*%***

*Not meaningful

(1)See footnote (1) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues.

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Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation. “YTD” represents the three month periods ended March 31, 2025 and 2024, respectively:

102

104105106

We expect our cash on hand at March 31, 2025 and other available resources, including cash generated from operations, to be sufficient to continue to meet our cash requirements for the foreseeable future. In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility and potentially participating in future financing transactions to obtain additional capital will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, any dividends, potential strategic acquisitions, and opportunities for common stock repurchases under the previously announced program. See Note 10 (“Debt”) of the condensed consolidated financial statements for further information.

Cboe Clear Europe also has a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility agreement with Cboe Clear Europe as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings) (the “Facility”). The Facility is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system. Borrowings under the Facility are secured by cash, eligible bonds and eligible equity assets deposited by Cboe Clear Europe into secured accounts. As a result, should the Facility be drawn by Cboe Clear Europe it could potentially impact Cboe Clear Europe’s liquidity, and we can give no assurance that this Facility will be sufficient to meet all of such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Additionally, a default of the Facility may allow lenders, under certain circumstances, to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities. The Facility is expected to terminate on June 27, 2025 and we may not be able to enter into a replacement facility on commercially reasonable terms, or at all. Please refer to Note 10 ("Debt") for further information.

Our long-term cash needs will depend on many factors, including an introduction of new products, enhancements of current products, capital needs of our subsidiaries, the geographic mix of our business and any potential acquisitions. We believe our cash from operations and the availability under our Revolving Credit Facility will meet any long-term needs unless a significant acquisition or acquisitions are identified, in which case we expect that we would be able to borrow the necessary funds and/or issue additional shares of our common stock to complete such acquisition(s).

Cash and cash equivalents include cash in banks and all non-restricted, highly liquid investments, including short-term repurchase agreements, with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of March 31, 2025 increased $126.9 million from December 31, 2024 primarily due to inflows from the results of

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operations, partially offset by the increases in cash dividends, share repurchases, the change in accounts payable and accrued liabilities, and the change in accounts receivable. See “Cash Flow” below for further discussion.

Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $251.3 million as of March 31, 2025. The remaining balance was held in the United States and totaled $795.9 million as of March 31, 2025. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits.

Our financial investments include deferred compensation plan assets, as well as investments with original or acquired maturities longer than three months, but that mature in less than one year from the balance sheet date and are recorded at fair value. As of March 31, 2025 and December 31, 2024, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets.

Cash Flow

The following table summarizes our cash flow data for the three months ended March 31, 2025 and 2024, respectively (in millions):

Three Months Ended March 31,
20252024
Net cash provided by operating activities$912.9$895.6
Net cash used in investing activities(19.7)(13.3)
Net cash used in financing activities(114.5)(168.6)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents125.7(25.0)
Increase in cash, cash equivalents, and restricted cash and cash equivalents$904.4$688.7
As of March 31,
20252024
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:
Cash and cash equivalents$1,042.2$536.3
Restricted cash and cash equivalents (included in margin deposits, clearing funds, and interoperability funds)1,618.91,524.9
Restricted cash and cash equivalents (included in cash and cash equivalents)5.0—
Restricted cash and cash equivalents (included in other current assets)—4.9
Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)4.119.7
Total$2,670.2$2,085.8

Net Cash Flows Provided by Operating Activities

During the three months ended March 31, 2025, net cash provided by operating activities was $662.3 million higher than net income. The variance is primarily attributable to the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe of $659.1 million, the change in income taxes receivable of $72.4 million, and depreciation and amortization of $30.3 million, partially offset by the change in accounts payable and accrued liabilities of $69.1 million and the change in accounts receivable of $40.9 million for the three months ended March 31, 2025.

Net cash flows provided by operating activities were $912.9 million and $895.6 million for the three months ended March 31, 2025 and 2024, respectively. The change in net cash flows provided by operating activities was primarily due to the change in accounts payable and accrued liabilities, an increase in net income, and the adjustment for equity loss (earnings) on investments, partially offset by the change in the margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and the change in Section 31 fees payable for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

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Net Cash Flows Used in Investing Activities

Net cash flows used in investing activities were $19.7 million and $13.3 million for the three months ended March 31, 2025 and 2024, respectively. The variance is primarily due to increases in the purchases of available-for-sale financial investments and the purchases of property and equipment and leasehold improvements primarily related to the new Overland Park, Kansas office space, partially offset by increases in the proceeds from maturities of available-for-sale financial investments and gain from investments for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Net Cash Flows Used in Financing Activities

Net cash flows used in financing activities were $114.5 million and $168.6 million for the three months ended March 31, 2025 and 2024, respectively. The variance is primarily attributable to the decrease in purchases of common stock, partially offset by the increase in cash dividends on common stock for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Financial Assets

The following summarizes our financial assets, excluding margin deposits, clearing funds, and interoperability funds as of March 31, 2025 and December 31, 2024 (in millions):

March 31, 2025December 31, 2024
Cash and cash equivalents$1,047.2$920.3
Financial investments105.9110.3
Less deferred compensation plan assets(27.9)(40.3)
Less cash collected for Section 31 fees(78.5)(110.8)
Adjusted cash (1)$1,046.7$879.5

(1)Adjusted cash is a non-GAAP measure and represents cash and cash equivalents plus financial investments, minus deferred compensation plan assets and cash collected for Section 31 fees. We have presented adjusted cash because we consider it an important supplemental measure of our liquidity and believe that it is frequently used by analysts, investors, and other interested parties in the evaluation of companies.

Debt

The following summarizes our debt obligations as of March 31, 2025 and December 31, 2024 (in millions):

March 31, 2025December 31, 2024
3.650% Senior Notes$650.0$650.0
1.625% Senior Notes500.0500.0
3.000% Senior Notes300.0300.0
Revolving Credit Agreement——
Cboe Clear Europe Credit Facility——
Less unamortized discount and debt issuance costs(8.5)(9.0)
Total debt$1,441.5$1,441.0

As of March 31, 2025 and December 31, 2024, the Company was in compliance with the covenants of our debt agreements.

In addition to the debt outstanding, as of March 31, 2025, we had an additional $400.0 million available through our revolving credit facility, with the ability to borrow another $200.0 million by increasing the commitments under the facility, subject to the agreement of the applicable lenders. Together with adjusted cash, we had approximately $1.5 billion available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends, net of minimum regulatory capital requirements of $174.5 million as of March 31, 2025, which are subject to potential applicable regulatory restrictions and approvals and potential associated tax costs.

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Dividends

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

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. 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. Share repurchases are repurchased to the Company’s Treasury stock and ultimately retired or they are available to be redistributed.

Under the program, for the three months ended March 31, 2025, the Company repurchased 144,753 shares of its common stock at an average cost per share of $207.04, totaling $30.0 million. Since inception of the program through March 31, 2025, the Company has repurchased 20,903,136 shares of common stock at an average cost per share of $78.94, totaling $1.7 billion.

As of March 31, 2025, the Company had $649.8 million of availability remaining under its existing share repurchase authorizations.

Commercial Commitments and Contractual Obligations

As of March 31, 2025, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our long-term debt outstanding, contingent considerations, software development activities and other obligations. See Note 21 (“Commitments, Contingencies, and Guarantees”) to the condensed consolidated financial statements for a discussion of commitments and contingencies, Note 10 (“Debt”) for a discussion of the outstanding debt, Note 12 (“Clearing Operations”) for information on Cboe Clear Europe's and Cboe Clear U.S.’s clearinghouse exposure guarantees, and Note 22 (“Leases”) for discussion on operating leases and equipment leases.

Guarantees

We use Wedbush and Morgan Stanley to clear our routed equities transactions for Cboe U.S. equities exchanges. Wedbush and Morgan Stanley guarantee the trade until the trade has been submitted to and validated by the National Securities Clearing Corporation (“NSCC”), after which time NSCC provides a guarantee until the trade settles. Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade has been processed and validated by the NSCC on the trade date. The BIDS Trading ATS platform delivers matched trades to BofA Securities, Inc. (“BOA”), which delivers the matched trades to the NSCC. BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee until the trade settles. In the case of failure to perform on the part of Wedbush or Morgan Stanley on routed transactions for Cboe U.S. equities exchanges, we provide the guarantee to the counterparty to the trader. In the case of failure to perform on the part of BOA on transactions for the BIDS Trading ATS platform, BIDS has obligations to the counterparties to satisfy the trades.

OCC acts as a central counterparty on all transactions in listed equity options in our Options segment, and as such, guarantees clearance and settlement of all of our options transactions. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the condensed consolidated financial statements for these guarantees. Similarly, with respect to trades in U.S. listed equity options and futures occurring on Cboe Options, C2, BZX, EDGX, and CFE, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on these exchanges and, as such, guarantees clearance and settlement of all of those matched options and futures trades. With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use Mirae Asset Securities (USA) Inc. to deliver matched trades to the Fixed Income Clearing Corporation (FICC) Government Securities Division (GSD), which acts as a central counterparty on all transactions occurring on Cboe Fixed Income and, as such, guarantees clearance and settlement of all of those matched trades.

With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on Cboe Canada and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on Cboe Europe Derivatives, we deliver matched trades of our customers to Cboe Clear Europe, which acts as a

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central counterparty on all transactions occurring on Cboe Europe Derivatives and, as such, guarantees clearance and settlement of all of those matched options and futures trades. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia and, as such, guarantees clearance and settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.

With respect to trades in digital asset futures occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched futures trades.

Critical Accounting Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of the amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, observation of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.

In the three months ended March 31, 2025, there were no significant changes to our critical accounting estimates from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K.

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