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, 2025, 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. is a leading global markets operator with a long history of innovation in equity derivatives. Since launching the world's first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P 500® index options and the creation of the VIX® Index, the world's leading gauge of market volatility, reshaping how investors manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment solutions for customers worldwide.

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 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.

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 was decommissioned effective February 23, 2026.

On April 22, 2026, the Company announced a definitive agreement to sell its Cboe Australia and Cboe Canada businesses to TMX Group Limited, a leading market operator, for approximately $300 million. The transaction is subject to customary closing conditions, including applicable regulatory approvals. The sales of Cboe Australia and Cboe Canada are expected to close separately, each after required approvals have been obtained. Upon closing, the Company will provide transition services support for a limited time.

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

Executive Transitions

On January 26, 2026, the Company announced the 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 took over Chief Operating Officer duties from Chris Isaacson, Executive Vice President and Chief Operating Officer, who retired from his role effective March 6, 2026. Ms. Fischer is anticipated to 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 the Company through the end of 2026.

Business Segments

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, including but not limited to employees, financial, and 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.

Options. The Options segment includes options on market indices (“index options”) which include our proprietary SPX and VIX 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 securities 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 fee 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 depositary 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. In January 2026, 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 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. The Futures segment also 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, and launched continuous Bitcoin and Ether futures contracts on December 15, 2025. There are no products currently listed for trading on the Cboe Digital Exchange.

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.

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;

  • 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 potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies;

  • 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;

  • implementation of the proposed new options regulatory fee ("ORF") model and the impact on regulatory fee revenue;

  • implementation of the SEC's reduced equity access fee cap and other potential market structure changes may lead to decreased exchange trading, and reduced transaction fee revenue;

  • 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;

  • ongoing costs and uncertainties related to the historical, current, and future funding of the implementation and operation of the CAT, litigation and regulatory developments related to CAT, and the ability to collect on the promissory notes related to the funding of CAT;

  • 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; and

  • a number of significant structural, political, monetary, and global conflicts that continue to confront the global economy; and

  • instability that could continue, which could result in an increased or subdued level of inflation, market volatility, potential recession, supply chain constraints and costs, trading volumes, uncertainty, expenses, and costs due to potential new tariffs or changes to existing tariffs.

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 volumes 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 revenue. EDGA offers a maker-taker fee model under which liquidity providers receive a rebate, while liquidity takers pay a fee, all within a pricing model that does not include volume-based tiers.

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 (“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.

Regulatory Fees Cost of Revenues

Regulatory fees cost of revenues, previously labeled Section 31 fees, includes Section 31 fees and other fees imposed by U.S. regulatory agencies. 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 under Section 31 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 some of 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 Clear U.S., Cboe Canada, and (formerly) Cboe Japan 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, 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.

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 consist 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 or advisors, including stock-based compensation and deferred compensation.

Travel and Promotional Expenses

Travel and promotional expenses primarily consist of advertising, costs for marketing related 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.

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, capitalized software and facilities, 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, office expenses, charitable contributions, insurance, and general corporate expenses.

Non-Operating Income (Expenses)

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as interest expense, interest income, earnings (loss) on investments, net, or other income (expenses), net. 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, unrealized and realized gains or losses or income earned related to the Company’s minority investments, exchange gain and loss, 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 additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results. We have presented the following non-GAAP measures 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. We use adjusted operating EBITDA as a measure of operating performance for preparation of our forecasts and we use adjusted EBITDA for evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. In addition, 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.

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. We note that non-GAAP measures have limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure.

The following summarizes changes in financial performance for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. “YTD” represents the three month periods ended March 31, 2026 and 2025, respectively:

167616771678

168016811682

168416851686

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

The following summarizes changes in financial performance for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
Total revenues$1,272.8$1,195.0$77.87%
Total cost of revenues543.9629.8(85.9)(14)%
Revenues less cost of revenues728.9565.2163.729%
Total operating expenses223.3211.312.06%
Operating income505.6353.9151.743%
Operating margin69.4%62.6%6.8%*
Income before income tax provision$515.5$350.2$165.347%
Income tax provision129.899.630.230%
Net income385.7250.6135.154%
Net income allocated to participating securities(1.6)(1.2)(0.4)33%
Net income allocated to common stockholders$384.1$249.4$134.754%
Net income allocated to common stockholders margin52.7%44.1%8.6%*
Basic earnings per share$3.67$2.38$1.2954%
Diluted earnings per share3.662.371.2954%
Adjusted operating income (1)528.0372.8155.242%
Adjusted operating margin (1)72.4%66.0%6.4%*
Operating EBITDA (1)$535.1$384.2$150.939%
Operating EBITDA margin (1)73.4%68.0%5.4%*
Adjusted operating EBITDA (1)$540.8$384.7$156.141%
Adjusted operating EBITDA margin (1)74.2%68.1%6.1%*
EBITDA (2)$539.0$383.7$155.340%
EBITDA margin (2)73.9%67.9%6.0%*
Adjusted EBITDA (2)$544.6$383.8$160.842%
Adjusted EBITDA margin (2)74.7%67.9%6.8%*
Adjusted earnings (2)$388.2$263.1$125.148%
Diluted weighted average shares outstanding105.0105.1(0.1)(0)%
Adjusted diluted earnings per share (2)$3.70$2.50$1.2048%

*Not meaningful

(1)Adjusted operating income is defined as operating income after relevant operating adjustments, which includes revenue, cost of revenues, and operating expense adjustments, as applicable. Adjusted operating margin represents adjusted operating income divided by revenues less cost of revenues. Operating EBITDA is defined as operating income before depreciation and amortization. Operating EBITDA margin represents operating EBITDA divided by revenues less cost of revenues. Adjusted operating EBITDA is calculated by adding back to operating EBITDA relevant operating adjustments, which includes revenue, cost of revenues, and operating expense adjustments, as applicable. Adjusted operating EBITDA margin represents adjusted operating EBITDA divided by revenues less cost of revenues. Relevant adjustments are detailed in the reconciliations that follow.

(2)EBITDA is defined as income before interest, net, income taxes, and depreciation and amortization. EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA is calculated by adding back to EBITDA relevant adjustments, which includes revenue, cost of revenues, operating expense, and non-operating adjustments, as applicable. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. Adjusted earnings is defined as net income after relevant adjustments, which includes revenue, cost of revenues, operating expense, non-operating adjustments, certain tax adjustments, and net income or loss allocated to participating securities, net of income tax effects of these adjustments, as applicable. Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding. Relevant adjustments are detailed in the reconciliations that follow.

The following is a reconciliation of operating income to adjusted operating income (in millions) for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended March 31,
20262025
Operating income$505.6$353.9
Acquisition-related costs (a)—0.2
Amortization of acquired intangible assets (b)16.718.4
Business realignment costs (c)5.10.3
Executive compensation adjustment (d)0.6—
Adjusted operating income$528.0$372.8

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA by segment (in millions) for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended March 31,
2026
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXCorporate Items and EliminationsTotal
Operating income$359.6$66.5$39.7$24.1$17.8$(2.1)$505.6
Depreciation and amortization8.211.46.70.62.6—29.5
Operating EBITDA367.877.946.424.720.4(2.1)535.1
Business realignment costs (c)(0.1)0.33.50.1—1.35.1
Executive compensation adjustment (d)—————0.60.6
Adjusted operating EBITDA$367.7$78.2$49.9$24.8$20.4$(0.2)$540.8
Three Months Ended March 31,
2025
OptionsNorth American EquitiesEurope and Asia PacificFuturesGlobal FXCorporate Items and EliminationsTotal
Operating income$257.9$44.4$22.0$20.6$10.3$(1.3)$353.9
Depreciation and amortization6.912.07.90.62.9—30.3
Operating EBITDA264.856.429.921.213.2(1.3)384.2
Acquisition-related costs (a)—0.1———0.10.2
Business realignment costs (c)———0.3——0.3
Adjusted operating EBITDA$264.8$56.5$29.9$21.5$13.2$(1.2)$384.7

The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended March 31,
20262025
Net income allocated to common stockholders$384.1$249.4
Interest (income) expense, net(4.4)4.4
Income tax provision129.899.6
Depreciation and amortization29.530.3
EBITDA539.0383.7
Acquisition-related costs (a)—0.2
Business realignment costs (c)5.10.3
Executive compensation adjustment (d)0.6—
Non-operating investment adjustments, net (e)(0.1)(0.4)
Adjusted EBITDA$544.6$383.8

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

Three Months Ended March 31,
20262025
Net income allocated to common stockholders$384.1$249.4
Acquisition-related costs (a)—0.2
Amortization of acquired intangible assets (b)16.718.4
Business realignment costs (c)5.10.3
Executive compensation adjustment (d)0.6—
Non-operating investment adjustments, net (e)(0.1)(0.4)
Tax effect of adjustments(6.1)(4.7)
Deferred tax re-measurements (f)(0.6)—
Release of tax reserves (f)(11.4)—
Net income allocated to participating securities(0.1)(0.1)
Adjusted earnings$388.2$263.1

(a) This amount includes acquisition-related costs primarily from the Company’s Cboe Digital, Cboe Canada, and Cboe Asia Pacific acquisitions, which are included in acquisition-related costs on the condensed consolidated statements of income.

(b) This amount represents the amortization of acquired intangible assets related to the Company’s acquisitions, which is included in depreciation and amortization on the consolidated statements of income.

(c) This amount represents certain business realignment costs related to announced business realignment initiatives. For the three months ended March 31, 2026, the costs included $1.6 million in compensation and benefits, $1.8 million in technology support services, $1.5 million in professional fees and outside services, and $0.2 million in other expenses, respectively, on the condensed consolidated statements of income. For the three months ended March 31, 2025, the costs included $0.3 million in compensation and benefits on the condensed consolidated statements of income.

(d) This amount represents the CEO sign-on long-term equity awards granted in 2025 with a grant date value of $6.0 million (comprised of a mixture of time and performance-based awards) that are subject to a 3-year cliff vesting requirement associated with the hiring of Craig Donohue as Chief Executive Officer, which is included in compensation and benefits on the condensed consolidated statements of income. This amount does not include the CEO's annual long-term equity incentive awards that were prorated for 2025.

(e) This amount represents net gains and losses associated with the PYTH token intangible assets and from the Company's minority investments in Abaxx Singapore Pte and American Financial Exchange, LLC, which are included in loss on investments, net on the condensed consolidated statements of income.

(f) These amounts represent the tax impact related to resolution of uncertain tax positions for the three months ended March 31, 2026.

The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:

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698869896990

The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (continued from previous page):

7165 7173

7175 7182

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, 2026 compared to the three months ended March 31, 2025:

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
(in millions, except percentages, trading days, and as noted below)
Options:
Average daily volume (ADV) (in millions of contracts):
Market ADV68.958.410.518%
Total touched contracts (1)20.118.21.910%
Multi-listed contract ADV13.913.40.54%
Index contract ADV6.14.81.329%
Trading days616012%
Total Options revenue per contract (RPC) (2)$0.343$0.287$0.05619%
Multi-listed options RPC (2)$0.080$0.066$0.01421%
Index options RPC (2)$0.940$0.908$0.0323%
Total Options market share29.1%31.1%(2.0)%*
Multi-listed options market share22.3%25.0%(2.7)%*
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total matched shares (in billions) (5)2.01.60.420%
Market ADV (in billions)20.015.74.327%
Market share9.8%10.5%(0.7)%*
U.S. Equities - Exchange (net capture per one hundred touched shares) (3)$0.017$0.014$0.00319%
U.S. ETPs: launches (number of launches)817745%
U.S. ETPs: listings (number of listings)1,21794427329%
U.S. Equities - Off-Exchange:
ADV (touched shares, in millions) (1)249.290.6158.6175%
U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)$0.063$0.117$(0.054)(46)%
Trading days616012%
Canadian Equities:
ADV (matched shares, in millions) (5)215.8159.656.235%
Trading days6262——%
Net capture (per 10,000 touched shares, in Canadian dollars) (6)$4.329$4.250$0.0792%
Europe and Asia Pacific:
European Equities:
ADNV:
Matched ADNV (Euros - in billions) (7)€17.3€13.8€3.525%
Market ADNV (in billions)67.855.812.021%
Trading days6363——%
Market share25.5%24.8%0.7%*
Net capture (per matched notional value (bps), in Euros) (8)€0.272€0.252€0.0208%
Cboe Clear Europe:
Trades cleared, in millions (9)434.7412.122.65%
Fee per trade cleared (10)€0.009€0.008€0.00110%
European Equities market share cleared (11)40.2%39.2%1.0%*
Net settlement volume, in millions (12)3.93.20.723%
Net fee per settlement (13)€1.044€0.951€0.09310%
Australian Equities:
ADNV (Australian dollars - in billions)$1.2$0.8$0.446%
Trading days6262——%
Market share - Continuous20.6%19.4%1.2%*
Net capture (per matched notional value (bps), in Australian dollars) (14)$0.208$0.156$0.05234%
Futures:
ADV (in thousands)283.3249.433.914%
Trading days616012%
RPC$1.649$1.740$(0.091)(5)%
Global FX:
ADNV ($ - in billions)$70.4$51.9$18.536%
Trading days6363——%
Net capture (per one million dollars traded) (15)$2.87$2.77$0.104%
Average British pound/U.S. dollar exchange rate$1.348$1.259$0.0897%
Average Canadian dollar/U.S. dollar exchange rate$0.729$0.697$0.0325%
Average Euro/U.S. dollar exchange rate$1.170$1.051$0.11911%
Average Euro/British pound exchange rate£0.869£0.835£0.0344%
Average Australian dollar/U.S. dollar exchange rate$0.695$0.627$0.06811%

*Not meaningful

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

Note, in the third quarter of 2025, the Company replaced U.S. Equities - Exchange total touched shares with total matched shares for each period presented, aligning the metric with externally reported volume summaries. The impact of this change is immaterial.

Note, in the second quarter of 2025, Digital futures products were transitioned to Cboe Futures Exchange. Futures metrics prior to the second quarter of 2025 exclude Digital futures products.

(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 of 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 of 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 of 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 Euros divided by the product of ADNV in Euros 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 the 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 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.

Revenues

Total revenues for the three months ended March 31, 2026 increased $77.8 million, or 7%, compared to the same period in 2025 primarily due to an increase in derivatives markets revenue, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options exchanges.

The following summarizes changes in revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
Cash and spot markets$482.2$500.9$(18.7)(4)%
Data Vantage181.3152.528.819%
Derivatives markets609.3541.667.713%
Total revenues$1,272.8$1,195.0$77.87%

Cash and Spot Markets

Cash and spot markets revenue decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in regulatory fees, partially offset by an increase in transaction and clearing fees. Regulatory fees decreased primarily due to a decrease in the Section 31 fee rate, from an average of $27.80 per million dollars of covered sales for the three months ended March 31, 2025 to an average rate of $0 per million dollars of covered sales for the three months ended March 31, 2026, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by regulatory fees cost of revenues related to Section 31 fees. Transaction and clearing fees increased primarily due to a 20% increase in total matched shares on Cboe U.S. equity exchanges (BZX, BYX, EDGX, and EDGA, collectively, the "Cboe U.S. equity exchanges") and a 25% increase in Cboe European equities exchanges matched ADNV.

Data Vantage

Data Vantage revenue increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees in the Options, North American Equities, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in customer demand for existing data products as a result of increased new unit sales and a strong contribution from new product sales, complementing continued demand for access to our markets and a durable and growing international contribution.

Derivatives Markets

Derivatives markets revenue increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in transaction and clearing fees, partially offset by a decrease in regulatory fees. Transaction and clearing fees increased primarily due to a 29% increase in index options ADV. Regulatory fees decreased primarily due to a decrease in the Section 31 fee rate, from an average of $27.80 per million dollars of covered sales for the three months ended March 31, 2025 to an average rate of $0 per million dollars of covered sales for the three months ended March 31, 2026, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by regulatory fees cost of revenues related to Section 31 fees.

Cost of Revenues

The following tables reconcile the disaggregated cost of revenues captions presented on the condensed consolidated statements of income to the revenue captions presented on the condensed consolidated statements of income for the three months ended March 31, 2026 and 2025, respectively (in millions):

Three Months Ended March 31, 2026
Cash and Spot MarketsData VantageDerivatives MarketsTotal
Liquidity payments$308.6$—$137.5$446.1
Routing and clearing fees15.9—4.120.0
Regulatory fees cost of revenues————
Royalty fees and other cost of revenues15.03.559.377.8
Total cost of revenues$339.5$3.5$200.9$543.9
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
Regulatory fees cost of revenues120.6—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

Total cost of revenues decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in regulatory fees cost of revenues as a result of a decrease in the Section 31 fee rate, partially offset by an increase in liquidity payments due to an increase in total matched shares on the Cboe U.S. equity exchanges.

The following summarizes changes in the disaggregated cost of revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
Liquidity payments$446.1$394.8$51.313%
Routing and clearing fees20.019.60.42%
Regulatory fees cost of revenues—153.1(153.1)(100)%
Royalty fees and other cost of revenues77.862.315.525%
Total cost of revenues$543.9$629.8$(85.9)(14)%

Liquidity Payments

Liquidity payments increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in liquidity payments on the Cboe U.S. equity exchanges as a result of a 20% increase in total matched shares, partially offset by a decrease in liquidity payments on the Cboe options exchanges as a result of liquidity payments fee tier shifts largely within multi-listed options.

Routing and Clearing

Routing and clearing fees increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a 23% increase in Cboe Clear Europe net settlement volume, partially offset by a decrease in routed trades on the Cboe U.S. equity exchanges.

Regulatory Fees Cost of Revenues

Regulatory fees cost of revenues decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in the Section 31 fee rate, from an average rate of $27.80 per million dollars of covered sales for the three months ended March 31, 2025 to an average rate of $0 per million dollars of covered sales for the three months ended March 31, 2026, following a rate change effective May 2025 to $0 per million dollars of covered sales due to

the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by regulatory fees cost of revenues related to Section 31 fees.

Royalty Fees and Other Cost of Revenues

Royalty fees and other cost of revenues increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in trading volumes of index products in the Options segment.

Revenues Less Cost of Revenues

Revenues less cost of revenues increased $163.7 million, or 29%, for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in derivatives markets revenues less cost of revenues driven by an increase in volumes traded on the Cboe options exchanges, an increase in cash and spot markets revenues less cost of revenues driven by increases in volumes traded on the Cboe European equities exchanges and the Cboe U.S. equity exchanges, and an increase in Data Vantage revenues less cost of revenues as a result of increased 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, 2026 compared to the three months ended March 31, 2025 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
Cash and spot markets$142.7$106.7$36.034%
Data Vantage177.8149.428.419%
Derivatives markets408.4309.199.332%
Total revenues less cost of revenues$728.9$565.2$163.729%

Cash and Spot Markets

Cash and spot markets revenues less cost of revenues increased for the three months ended March 31, 2026 compared to the same period in 2025 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, North American Equities, and Global FX segments. Net transaction and clearing fees increased primarily due to a 25% increase in Cboe European equities matched ADNV, a 20% and 19% increase in total matched shares and net capture on Cboe U.S. equity exchanges, respectively, a 36% increase in Global FX ADNV, and a 23% increase in Cboe Clear Europe net settlement volumes.

Data Vantage

Data Vantage revenues less cost of revenues increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees and physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in customer demand for existing data products as a result of increased new unit sales and a strong contribution from new product sales, complementing continued demand for access to our markets and a durable and growing international contribution.

Derivatives Markets

Derivatives markets revenues less cost of revenues increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in net transaction and clearing fees driven by a 29% increase in index options ADV and a 21% increase in multi-listed options RPC, partially offset by an increase in royalty fees as a result of increased trading volumes of index products in the Options segment.

Operating Expenses

Total operating expenses for the three months ended March 31, 2026 compared to the same period in 2025 increased $12.0 million, or 6%, primarily due to an increase in compensation and benefits.

The following summarizes changes in operating expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in millions, except percentages):

Three Months Ended March 31,Increase/ (Decrease)Percent Change
20262025
Compensation and benefits$127.9$116.2$11.710%
Depreciation and amortization29.530.3(0.8)(3)%
Technology support services27.625.62.08%
Professional fees and outside services18.320.8(2.5)(12)%
Travel and promotional expenses8.06.41.625%
Facilities costs6.26.2——%
Acquisition-related costs—0.2(0.2)(100)%
Other expenses5.85.60.24%
Total operating expenses$223.3$211.3$12.06%

Compensation and Benefits

Compensation and benefits increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a $5.0 million increase in payroll benefits, a $2.8 million increase in accrued bonuses as a result of strong Company performance, a $1.9 million increase in salaries and wages primarily due to merit increases, and a $1.5 million increase in equity compensation related to executive transitions.

Depreciation and Amortization

Depreciation and amortization decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to declines in amortization under the discounted cash flow method for the intangibles acquired in the Merger, partially offset by an increase in depreciation for servers, networking equipment, and leasehold improvements.

Technology Support Services

Technology support services increased for the three months ended March 31, 2026 compared to the same period in 2025 due to acceleration of certain technology support services as a result of the CEDX wind down announcement in January 2026.

Professional Fees and Outside Services

Professional fees and outside services decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in regulatory costs related to CAT expenses, partially offset by increases in contract services, legal fees, and accounting fees.

Travel and Promotional Expenses

Travel and promotional expenses increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in marketing and advertising expenses.

Facilities Costs

Facilities costs were consistent for the three months ended March 31, 2026 compared to the same period in 2025.

Acquisition-Related Costs

Acquisition-related costs decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in retention-related compensation costs associated with prior acquisitions.

Other Expenses

Other expenses increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in office expenses, events, and charitable contributions, partially offset by a decrease in bad debt expense.

Operating Income

As a result of the items above, operating income for the three months ended March 31, 2026 was $505.6 million, compared to operating income of $353.9 million for the three months ended March 31, 2025, an increase of $151.7 million.

Interest Expense

Interest expense increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in Cboe Clear Europe commitment fees on the Cboe Clear Europe Credit Facility.

Interest Income

Interest income increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to income from U.S. Treasury bills as a result of additional investments of cash and cash equivalents.

Loss on Investments, Net

Loss on investments, net decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an equity loss on the Company's equity method investment in the 7Ridge Fund (which owned Trading Technologies International Inc.) recorded in the three months ended March 31, 2025 that did not recur in the first quarter of 2026.

Other Income, Net

Other income, net increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in dividend income from the Company's minority ownership of Vest Group Inc., coupled with foreign transaction gains.

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the three months ended March 31, 2026 was $515.5 million, compared to income before income tax provision of $350.2 million for the three months ended March 31, 2025, an increase of $165.3 million.

Income Tax Provision

The effective tax rate from continuing operations was 25.2% and 28.4% for the three months ended March 31, 2026 and 2025, respectively. The lower effective tax rate for the three months ended March 31, 2026 was primarily due to the resolution of uncertain tax positions with state and local taxing authorities.

Net Income

As a result of the items above, net income for the three months ended March 31, 2026 was $385.7 million, compared to net income of $250.6 million, for the three months ended March 31, 2025, an increase of $135.1 million.

Segment Operating Results

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.

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

728

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2026202520262025
Options$668.4$584.614%53%49%
North American Equities415.7460.1(10)%33%38%
Europe and Asia Pacific119.493.128%9%8%
Futures38.935.310%3%3%
Global FX30.421.939%2%2%
Total revenues$1,272.8$1,195.07%100%100%

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

1268

Percent ChangePercentage of Total Revenues Less Cost of Revenues
Three Months Ended March 31,Three Months Ended March 31,
2026202520262025
Options$467.6$352.433%64%62%
North American Equities111.294.618%15%17%
Europe and Asia Pacific84.964.132%12%11%
Futures35.832.89%5%6%
Global FX29.421.338%4%4%
Total revenues less cost of revenues$728.9$565.229%100%100%

Options

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, adjusted operating EBITDA, and adjusted operating 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,
2026202520262025
Revenues less cost of revenues$467.6$352.433%70%60%
Operating expenses108.094.514%16%16%
Operating income$359.6$257.939%54%44%
Operating margin76.9%73.2%***
Adjusted Operating EBITDA (1)$367.7$264.839%55%45%
Adjusted Operating EBITDA margin (2)78.6%75.1%***

*Not meaningful

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

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

Revenues less cost of revenues increased $115.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net transaction and clearing fees driven by a 29% increase in index options ADV. For the three months ended March 31, 2026, operating income for the Options segment increased $101.7 million compared to the three months ended March 31, 2025 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $13.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in compensation and benefits and technology support services.

North American Equities

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

Three Months Ended March 31,Percent ChangePercentage of Total Revenues
Three Months Ended March 31,
2026202520262025
Revenues less cost of revenues$111.2$94.618%27%21%
Operating expenses44.750.2(11)%11%11%
Operating income$66.5$44.450%16%10%
Operating margin59.8%46.9%***
Adjusted Operating EBITDA (1)$78.2$56.538%19%12%
Adjusted Operating EBITDA margin (2)70.3%59.7%***

*Not meaningful

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

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

Revenues less cost of revenues increased $16.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net transaction and clearing fees driven by a 20% increase in total matched shares on Cboe U.S. equity exchanges, coupled with an increase in access and capacity fees and market data revenue. For the three months ended March 31, 2026, operating income for the North American Equities segment increased $22.1 million compared to the three months ended March 31, 2025 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses. Operating expenses decreased $5.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to decreases in professional fees, depreciation and amortization, technology support services, and compensation and benefits.

Europe and Asia Pacific

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, adjusted operating EBITDA, and adjusted operating 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,
2026202520262025
Revenues less cost of revenues$84.9$64.132%71%69%
Operating expenses45.242.17%38%45%
Operating income$39.7$22.080%33%24%
Operating margin46.8%34.3%***
Adjusted Operating EBITDA (1)$49.9$29.967%42%32%
Adjusted Operating EBITDA margin (2)58.8%46.6%***

*Not meaningful

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

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

Revenues less cost of revenues increased $20.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net transaction and clearing fees driven by a 25% increase in Cboe European Equities matched ADNV, coupled with a 23% increase in Cboe Clear Europe net settlement volumes. For the three months ended March 31, 2026, operating income for the Europe and Asia Pacific segment increased $17.7 million compared to the three months ended March 31, 2025 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $3.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in compensation and benefits.

Futures

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, adjusted operating EBITDA, and adjusted operating 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,
2026202520262025
Revenues less cost of revenues$35.8$32.89%92%93%
Operating expenses11.712.2(4)%30%35%
Operating income$24.1$20.617%62%58%
Operating margin67.3%62.8%***
Adjusted Operating EBITDA (1)$24.8$21.515%64%61%
Adjusted Operating EBITDA margin (2)69.3%65.5%***

*Not meaningful

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

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

Revenues less cost of revenues increased $3.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net transaction and clearing fees as a result of a 14% increase in ADV. For the three months ended March 31, 2026, operating income for the Futures segment increased $3.5 million compared to the three months ended March 31, 2025 primarily due to an increase in revenues less cost of revenues, coupled with a decrease in operating expenses. Operating expenses decreased $0.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to a decrease in compensation and benefits.

Global FX

The following summarizes revenues less cost of revenues, operating expenses, operating income, operating margin, adjusted operating EBITDA, and adjusted operating 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,
2026202520262025
Revenues less cost of revenues$29.4$21.338%97%97%
Operating expenses11.611.05%38%50%
Operating income$17.8$10.373%59%47%
Operating margin60.5%48.4%***
Adjusted Operating EBITDA (1)$20.4$13.255%67%60%
Adjusted Operating EBITDA margin (2)69.4%62.0%***

*Not meaningful

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

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

Revenues less cost of revenues increased $8.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in net transaction and clearing fees driven by a 36% increase in ADNV. For the three months ended March 31, 2026, operating income for the Global FX segment increased $7.5 million compared to the three months ended March 31, 2025 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $0.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in compensation and benefits, partially offset by a decrease in depreciation and amortization.

Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation. “YTD” represents the three month periods ended March 31, 2026 and 2025, respectively:

171

173174175

We expect our cash on hand at March 31, 2026 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 potential participation in future financing transactions to obtain additional capital, will meet our cash needs to fund our operations, capital expenditures, interest and principal payments on debt, any dividends, potential strategic acquisitions, to cover any adjustments arising from tax examinations, 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 Revolving Credit Facility and Cboe Clear Europe Credit Facility are expected to terminate within the next year and we may not be able to enter into replacement facilities 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 certain short-term repurchase agreements, U.S. and UK Treasury securities, and money market funds, with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of March 31, 2026 decreased $82.1 million from December 31, 2025 primarily due to the change in accounts payable and accrued liabilities as a result of the resolution of uncertain tax positions with state and local taxing authorities, the change in accounts receivable driven by increased revenues, and cash dividends on common stock, partially offset by the results of operations, the change in income taxes receivable, and the change in provision (benefit) for deferred income taxes. See “Cash Flow” below for further discussion.

Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $420.8 million and $424.4 million as of March 31, 2026 and December 31, 2025, respectively. The remaining balance was held in the United States and totaled $1,713.6 million and $1,792.1 million as of March 31, 2026 and December 31, 2025, respectively. Management has designated the earnings of certain foreign subsidiaries as indefinitely reinvested. Accordingly, cash held by those subsidiaries is not assumed to be available for repatriation absent a change in management’s intent. Cash distributions from foreign subsidiaries, when made, are evaluated on a subsidiary‑specific basis.

Our financial investments include deferred compensation plan assets, as well as investments with original or acquired maturities longer than three months, that mature in less than one year from the balance sheet date and are recorded at fair value. As of March 31, 2026 and December 31, 2025, 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, 2026 and 2025, respectively (in millions):

Three Months Ended March 31,
20262025
Net cash flows provided by operating activities$1,960.0$912.9
Net cash flows used in investing activities(17.7)(19.7)
Net cash flows used in financing activities(140.2)(114.5)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents(58.1)125.7
Increase in cash, cash equivalents, and restricted cash and cash equivalents$1,744.0$904.4
As of March 31,
20262025
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:
Cash and cash equivalents$2,134.4$1,042.2
Restricted cash and cash equivalents (included in margin deposits, default fund, and interoperability fund)3,442.61,618.9
Restricted cash and cash equivalents (included in other current assets)34.5—
Restricted cash and cash equivalents (included in cash and cash equivalents)—5.0
Customer bank deposits (included in margin deposits, default fund, and interoperability fund)1.34.1
Total$5,612.8$2,670.2

Net Cash Flows Provided by Operating Activities

During the three months ended March 31, 2026, net cash provided by operating activities was $1,574.3 million higher than net income. The variance is primarily attributable to the change in margin deposits, default fund, and interoperability fund related to Cboe Clear Europe and customer bank deposits of $1,878.0 million, the change in income taxes receivable of $67.8 million, and the adjustment for the provision for deferred income taxes of $48.9 million, partially offset by the change in accounts payable and accrued liabilities of $351.7 million and the change in accounts receivable of $129.7 million for the three months ended March 31, 2026.

Net cash flows provided by operating activities were $1,960.0 million and $912.9 million for the three months ended March 31, 2026 and 2025, respectively. The change in net cash flows provided by operating activities was primarily due to the change in the margin deposits, default fund, and interoperability fund related to Cboe Clear Europe and customer bank deposits, an increase in net income, and the change in provision (benefit) for deferred income taxes, partially offset by the change in accounts payable and accrued liabilities and the change in accounts receivable for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Net Cash Flows Used In Investing Activities

Net cash flows used in investing activities were $17.7 million and $19.7 million for the three months ended March 31, 2026 and 2025, respectively. The change in net cash flows used in investing activities was primarily due to a decrease in the proceeds from maturities of available-for-sale financial investments, an increase in the purchases of property and equipment and leasehold improvements, net, and a decrease in the proceeds from investments, partially offset by a decrease in purchases of available-for-sale financial investments for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Net Cash Flows Used in Financing Activities

Net cash flows used in financing activities were $140.2 million and $114.5 million for the three months ended March 31, 2026 and 2025, respectively. The change in net cash flows used in financing activities was primarily attributable to increases in purchases of common stock, including commissions and excise taxes, cash dividends on common stock, and repurchases of common stock from employee stock plans for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Financial Assets

The following summarizes our financial assets, excluding margin deposits, default fund, and interoperability fund as of March 31, 2026 and December 31, 2025 (in millions):

March 31, 2026December 31, 2025
Cash and cash equivalents$2,134.4$2,216.5
Financial investments35.936.1
Less deferred compensation plan assets(35.4)(35.8)
Adjusted cash (1)$2,134.9$2,216.8

(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, 2026 and December 31, 2025 (in millions):

March 31, 2026December 31, 2025
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(6.6)(7.1)
Total debt$1,443.4$1,442.9

As of March 31, 2026 and December 31, 2025, the Company was in compliance with the covenants of our debt agreements.

In addition to the debt outstanding, as of March 31, 2026, 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 $2.5 billion available to fund our operations, capital expenditures, potential acquisitions, debt repayments, and any dividends, net of minimum regulatory capital requirements of $191.4 million, which are subject to potential applicable regulatory restrictions and approvals and potential associated tax costs.

The Revolving Credit Facility and Cboe Clear Europe Credit Facility are expected to terminate within the next year and we may not be able to enter into replacement facilities on commercially reasonable terms, or at all. The 3.650% Senior Notes mature in January 2027 and we may not be able to refinance, should we elect to, on commercially reasonable terms, or at all. Please refer to Note 10 (“Debt”) for further information.

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, through established trading plans, 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 recorded as the Company's treasury stock and are ultimately retired, or they are available to be redistributed.

Under the program, for the three months ended March 31, 2026, the Company repurchased 161,227 shares of its common stock at an average cost per share of $280.20, totaling $45.1 million. Since inception of the program through March 31, 2026, the Company has repurchased 21,224,927 shares of common stock at an average cost per share of $81.54, for a total value of $1.7 billion.

As of March 31, 2026, the Company had $569.4 million of availability remaining under its existing share repurchase authorizations.

Commercial Commitments and Contractual Obligations

As of March 31, 2026, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our current and 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 a discussion of operating leases and equipment leases.

Guarantees

We use Wedbush Securities, Inc. ("Wedbush"), and Morgan Stanley & Co. LLC ("Morgan Stanley") to clear our routed equities transactions for the Cboe U.S. equity 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 from 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 the Cboe U.S. equity exchanges, we provide the guarantee to the counterparty to the trade. 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 and other 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 consolidated financial statements for these guarantees. Similarly, with respect to trades in U.S. listed equity options and other options occurring on Cboe Options, C2, BZX, and EDGX, and to trades in CFE futures and options on futures products cleared by OCC, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on these transactions and, as such, guarantees clearance and settlement of these matched trades. With respect to U.S. government securities transactions executed on Cboe Fixed Income, we use ABN and/or Mirae to deliver matched trades to the Fixed Income Clearing Corporation ("FICC") Government Securities Division ("GSD"). FICC GSD 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 formerly occurring on CEDX, we delivered matched trades of our customers to Cboe Clear Europe, which acted as a central counterparty on all transactions formerly occurring on CEDX and, as such, guaranteed clearance and settlement of all of those matched options and futures trades. 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. 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 trades on CFE in digital asset futures cleared by Cboe Clear U.S. (including digital asset futures previously traded on Cboe Digital Exchange), we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty on these digital asset futures transactions. As the central counterparty, Cboe Clear U.S. guarantees clearance and settlement of all matched trades in these digital asset futures.

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 forms 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, 2026, 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 2025 Annual Report on Form 10-K.

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