CBOE 10-K & 10-Q changes, risk factors and insider trading

•economic, politicalpolitical, and market conditions;

•price and new products and services competition and consolidation in our industry;

•our business and operational dependence on and exposure to risk from third parties;

•our ability to manage our global operations, growth, and strategic acquisitionsacquisitions, wind downs, divestitures, or alliances effectively;

•our ability to minimize the risks, including our credit, counterparty,liquidity, market, investment, counterparty, and default risks, associated with operating our clearinghouses;

In 2018, the EU implemented the EU Benchmark Regulation, which regulates users, data providers and calculators of benchmarks (“administrators”) in the EU, and among other things (subsequent to the transitional period applicable to third country benchmark administrators) currently prohibits use of benchmarks provided by administrators outside the EU in connection with EU financial instruments unless the administrator is deemed to be subject to an EU equivalent regulatory regimeEmerging or the benchmark is endorsed or recognized in the EU. These regulations and other potential emergingchanging regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S.

Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-basedfinancial or volatilityinvestment products, such as new options products on indices or ETFs,ETFs or certain event prediction market products, that are economically similar to those that we offer and they may become successful and take away volume from our products. It is also possible that a third partythird-party may offer trading in index-based products that are the same as those that are the subject of one of our exclusive licenses, but in a jurisdiction in which the index owner cannot require a license or in a manner otherwise not limited by our exclusive license. In addition, a diminished perceived attractiveness of or change in demand for any of the indices underlying our products and services, especially the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability.

The volume of trading and clearing transactions and the demand for our products and services are directly affected by economic, politicalmacroeconomic and marketother conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including:

•economic, politicalpolitical, and geopolitical market conditions;

•the perceived attractiveness of the U.S., European, Canadian, Australian or JapaneseAustralian capital markets;

•the availability or perceived attractiveness of indices,the indices that we offer proprietary products on, such as the S&P 500 index, or alternative investment or trading opportunities;

•unforeseen market closures, suspensions of open outcry tradingtrading, disruptions at other market infrastructure providers or exchanges including upon which we rely for data or connectivity, or other disruptions in trading and clearing; and

•disruptions due to terrorism, war, extreme weather events, pandemicspandemics, or other catastrophes.

With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain event prediction market or multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options.

Further, regulatory and legal developments, including the equity market structure proposals and the Volume Based Proposal, if adopted as-is, could also adversely impact, as applicable,impact our ability to adjust our equities transaction fee schedules to respond to actions by new or existing competitors, our ability to incentivize on-exchange liquidity provision, as well as our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes. See “Legal Proceedings” for more information.

In 2024,2025, approximately 73%74% of our revenues less cost of revenues were generated by our transaction and clearing-based businessbusiness. andwhich is heavily oriented towards U.S. index and equity options. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe JapanAustralia or clearing volumes at Cboe Clear Europe or Cboe Clear U.S. decrease, we are likely to see a decrease in fees.

•significant market disruptions.disruptions or system failures.

Over the past few years, a number of legislative actions have been taken, both domestically and internationally, or actions by other third parties that may cause market participants to be subject to increased capital or margin requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, a recent OCC margin requirement proposal, andrequirements, the equity market structure rules and proposals,proposals and potential changes to Rule 611 of Regulation NMS (the Order Protection Rule), may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets.

Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access products and fees. As discussed above, the implementation of MDIR orMDIR, the equity market structure rules and proposalsproposals, or potential changes to Rule 611 of Regulation NMS (the Order Protection Rule) could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge. Further, we have asked a court to reviewfollowing the SEC’s disapproval of our 2024 proposed rule change to adopt a rule providing that our order and execution management systems (“OEMSsOEMS") that operate independently from our registered national securities exchanges are not “facilities” of those exchanges.exchanges, Thiswe disapprovalare requiredseeking exemptive relief for our OEMSs tofrom continue to followcertain exchange regulations, such as rule filing requirements. Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance and challenge costs. See “Legal Proceedings” for more information.

The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial conditioncondition, or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malwaremalware, and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East,activity, criminal insider activity, employee error, and service provider, market participant or third-party disruptions or security breaches. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our hybrid work environment, usage of mobile, AI and cloud-based technologiestechnologies, and amountongoing of newly acquired companiesdivestitures and relatedwind integrationsdowns may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we, and the third parties with which we interact, have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial conditioncondition, or operating results to date, however we cannot assure you that we, or the third parties with which we interact, will not experience future threats or events that may be material.

We maintain policies, proceduresprocedures, and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availabilityavailability, and reliability of our systems, networksnetworks, and information. These policies, proceduresprocedures, and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloudcloud-based technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and may materially impactingimpact our business, financial condition, and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial conditioncondition, or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that may be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition, and operating results.

Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber securitycybersecurity and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition, and operating results.

Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiringhiring, and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition, and operating results.

There is substantial competition for qualified and capable personnel, particularly in the technology space,personnel which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan.plan and our business review actions. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruitrecruit, and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.

Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the 2023 leadershiprecent transitions and the potential transition of our Chief Executive Officer, our Chief Operating Officer, and our other leaders, could hinder our strategic planning and execution.

The market for trade execution services, clearingclearing, and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities and markets on several different fronts, including the cost, qualityquality, and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputation. In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information.

Some of our competitors and potential competitors have greater financial, marketing, technological, personnelpersonnel, and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition, and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products.

•provide better, more user-friendlyuser-friendly, and more reliable technology;

•develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, atomic settlement, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies;

•take greater advantage of acquisitions, alliancesalliances, and other opportunities;

•market, promote, bundlebundle, and sell their products and services more effectively;

If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development effortsefforts, our business, financial condition, and operating results could be materially harmed.

WeOur dependbusiness onand third-party service providers for certain services thatoperations are importantdependent toupon oura business.number of third parties. An interruption, significant increase in fees or cessation or impairment of suchthe serviceservices provided by or activities performed by any thirdsuch partythird-party could have a material adverse effect on our business, financial condition, and operating results.

WeOur dependbusiness and operations are dependent on a number of servicethird providers,parties, including clearing organizations such as OCC, NSCC, DTC,the DTCC, the CDS, LCH, Cboe Clear Europe, and Cboe Clear U.S., our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; our wholly-owned subsidiaries, Cboe Clear Europe, and Cboe Clear U.S.; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third partythird-party routing and clearing firms that are involved in processing transactions on our behalf. More specifically:

•If OCC, NSCC, DTC,DTCC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’sOCC's technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In 2024,2025, approximately 69% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. See other Risk Factors for additional information regarding revenue concentration and below for additional information regarding OCC’s recent margin requirement proposal.concentration.

•We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’customers' data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraudfraud, or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’customers' confidential data, which could result in harm to our business reputation.

•We rely on FINRA CAT LLC,CATLLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLCCATLLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets. In addition, if CATLLC is no longernot able to collect fees again from Industry Members as a result of litigation or regulatory developments, the SROs may not be able to collect on the promissory notes related to the funding of the implementation and operation of the CAT and the SROs may continue to incur additional significant costs related to the historical, current, and future funding of the implementation and operation of the CAT. See Note 8 ("Credit Losses"), Note 9 ("Other Assets, Net"), and Note 23 ("Commitments, Contingencies, and Guarantees — Legal Proceedings") for further information.

We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third partythird-party or disruption of a third party’sthird-party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participantsparticipants, or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition, and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition, and operating results.

If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate or disseminate for customers, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.

We are a party to a number of license agreements that permit us to list tradeabletradable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we disseminate third-party data or act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to properly maintain the indices. Maintenance includes ongoing index calculation and index rebalancing, and depends on data providers for a number of things, including the timely provision of accurate input data. Extended outages or disruptions at these third parties (whether due to technology failures, data center infrastructure issues, such as the cooling system malfunctions that occurred at a third-party exchange in 2025, cyberattacks, or other causes) could impair our ability to calculate indices, provide market data products, or maintain trading operations. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in derivative products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated.

Differences in the calculations from methodologies described in published materials ormaterials, incorrect calculations of our indicesindices, errors in the dissemination of data, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third partythird-party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.

We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systemssystems, and resources. We must continually improve our operational, billing, financialfinancial, and regulatory systems and managerial controls and procedures, and may need to continue to expand, traintrain, and manage our workforce. We must also maintain close coordination among our technology, legal, accounting, finance, marketing, sales, regulatoryregulatory, and compliance functions. If we fail to manage our growth effectively, our business, financial condition, and operating results could be materially harmed. For example, from time to time we discover and remediate billing errors, however,while we are not aware of any of these errors having a material impact on our business, financial conditioncondition, or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny. Furthermore, failure to successfully expand into new asset classes, such as SFT, U.S. Treasuries, or event prediction markets, or new geographiesgeographies, or if we fail to effectively manage strategic divestitures or wind downs may materially adversely affect our growth strategy and our future profitability.

Our continued growth will require increased investment by us in technology, facilities, personnel, and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, traintrain, and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes, which may be more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionally greater than or equal to the increase in our costs associated with this growth, our business, financial condition, and operating results may be materially adversely affected.

In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, the Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include:

•general economic, social, and political conditions, including theincreased conflictspolitical in Eastern Europetensions and thedisagreements, Middleincluding Eastas a result of tariffs and trade policies, and geopolitical activity;

If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expensesexpenses, and may require significant management time and effort.

More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen,yen, the Philippine Peso,peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of increased political tensions and disagreements, including in connection with tariffs and trade policies, general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 ("Segment Reporting") for additional information about the Company’s geographic exposure.

We rely on patent, trade secret, copyright and trademark laws, the law of the doctrine of misappropriation and contractual provisions to protect our proprietary technology, proprietary products, index methodologies and other proprietary rights. In addition, we rely on the intellectual property rights of our licensors in connection with our listing of exclusively-licensedexclusively licensed index options and futures products. We and our licensors may not be able to prevent third parties from copying, or otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively-licensedexclusively licensed index products without licenseslicenses, or otherwise infringing on our rights. We and our licensors may have to rely on litigation to enforce our intellectual property rights, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. We and our licensors may not be successful in this regard. Such litigation, whether successful or unsuccessful, could result in substantial costs to us, diversion of our resources or a reduction in our revenues, any of which could materially adversely affect our business.

Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participantsmembers and other counterparties, and risks related to investing of collateral.

We are subject to risks related to operating our European clearinghouse, Cboe Clear Europe, and our U.S. clearinghouse, Cboe Clear U.S.,U.S. Cboe Clear U.S. facilitates the clearinghouseclearing throughof whichfinancially-settled weand continuous Bitcoin and Ether futures listed on CFE and may facilitate the clearing of cash-settledother marginproduct Bitcoinclassifications in the future. Cboe Clear Europe clears transactions executed on third-party exchanges and EtherCboe futures,Clear includingU.S. may similarly clear transactions executed on third-party exchanges in the future. Operating such clearinghouses subjects us to, among other risks, the risks of failing to meet strict business continuity and financial resources requirements and regulatory oversight, risks of default by clearing participantsmembers and counterparties, due to bankruptcy, lack of liquidity, operational failure or other reasons, the risks associated with the adequacy of participants’ margin, default and interoperable funds, and risks related to investing of such funds. These risks could subject our business to substantial losses, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate our business.

To mitigate the credit risks related to defaults of clearing participantsmembers and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participantmember and clearing participantsmembers are required to provide collateral to cover the margin requirement and default fund contributions andand, in the case of certain clearing participantsmembers with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participantsmembers to make deposits to an interoperableinteroperability fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against usour experiencing financial losses from defaults by the participantsmembers or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participantsmembers to lose confidence in our clearinghouse.

•Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitivecompetitive, and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses.

Cboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearingclearing, 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,Europe Equities (Cboe Europe and Cboe NL equities exchanges), one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia,Europe and Japan,Canada, Cboe Australia, an operator of tradinga venuesregulated stock exchange in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada Inc.,Canada, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

SecuritiesExecutive Financing TransactionsTransitions

The Company previously operated as six reportable business segments as of December 31, 2024. As of January 1, 2025, the Company operates sixfive reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, and Digital, which is reflective of how the Company's chief operating decision maker ("CODM") reviews and operates the business, as discussed in Note 1 ("Nature of Operations"). The primaryCompany's measurereportable ofbusiness segmentsegments performancerepresent usedstrategic bybusiness theunits CODMthat inoffer assessingdifferent segment-level performanceproducts and theservices allocationacross ofdifferent resourcesgeographic is operating income (loss).areas. The Company's CODM doesis notthe assesschief assetsexecutive orofficer. incomeThe CODM function is supported by business segment management and expensesexecutive belowleadership operatingpersonnel incomewho (loss) atlead the segment-levelday-to-day as key performance metrics. The Company has aggregated alloperations of itseach corporate costs, as well as otherreportable 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.

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,the Cboe BIDS Canada platform, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’sCanada’s order books. The North American Equities segment also includes corporate listing services on Cboe Canada Inc.,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”).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 AustraliaAustralia, andan Cboe Japan, operatorsoperator of a trading venuesvenue in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan.Australia. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooksorder books; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility. Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with the exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols. Subsequent to December 31, 2025, Cboe Europeinitiated Derivatives,the awind down of CEDX, its pan-European derivatives platform,platform offersthat offered futures and options based on Cboe Europe equity indices, FLEX options, and single stock options. Prior to the wind down, CEDX contributed derivatives transaction services and market data revenues to this segment. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues,venues and clearing SFTs. Prior to the CEDX wind down, Cboe Clear Europe also provided clearing ofservices for derivative transactions executed on CEDX, and has recently introduced a service to clear Securities Financing Transactions.CEDX. This segment also includes Cboe Europe, Cboe NL, CEDX,and 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. OnAs Aprilof 25,January 2024,1, 2025, the CompanyFutures announcedsegment plansprospectively toincludes transitionall Digital operating activity, which includes Cboe Digital Exchange, a regulated futures exchange, and Cboe Clear U.S., a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. On June 9, 2025, Cboe successfully completed the migration of cash-settled margin Bitcoin and Ether futures contracts,contracts from Cboe Digital Exchange to CFE. There are no products currently availablelisted for trading on the Cboe Digital Exchange, to CFE in the first half of 2025, pending regulatory review.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.

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 policiespolicies, 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:

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

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, and increased costs and uncertainties relateddue to CATpotential andnew thetariffs abilityor changes to collectexisting on the promissory notes related to the funding of CAT, may have an adverse effect on our financial results.tariffs.

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, and DigitalFX segments.

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

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, and DigitalPacific segments.

Liquidity payments are primarily correlated to the volumetrading of securities tradedvolumes 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, CFE,Cboe Clear U.S., Cboe Digital Exchange, and Cboe Digital,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.revenue. EffectiveEDGA offers a maker-taker fee model, effective November 1, 2024, EDGAunder transitionedwhich fromliquidity anproviders invertedreceive feea rebate, while liquidity takers pay a fee, all within a pricing model tothat adoes maker-takernot feeinclude model.volume-based tiers.

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 processprocesses executed by Cboe Clear Europe and Cboe Clear U.S.

Regulatory fees cost of revenues, previously labeled Section 31 fees, include 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 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,Clear U.S., Cboe Digital,Canada, and (formerly) Cboe Canada Inc.Japan are not U.S. national securities exchanges, andand, accordinglyaccordingly, are not charged Section 31 fees.

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary productsproducts, 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”).CGIF.

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

Technology support services consistsconsist 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.

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.

Impairment of Intangible Assets

Impairment of intangible assets consists of charges to impair intangibleindefinite or long-lived assets if the carrying value exceeds the fair value.

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 Income (Expenses) Income

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), income.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, realizedunrealized gains related to lease modifications,and realized gains relatedor tolosses the Company’s previously held minority investments,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, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and gains and losses relating to the dissolution of the Cboe Digital syndication.ventures.

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 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 is a reconciliation of netoperating income (loss) allocated to common stockholders to EBITDA and adjusted EBITDAoperating income (in millions) for the year ended December 31, 20242025 and 2023,2024, respectively:

The following is a reconciliation of netoperating income allocated to commonoperating stockholdersEBITDA toand adjusted earningsoperating EBITDA (in millions) for the year ended December 31, 2025 and 2024, respectively:

Except as set forth below, thereThere have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.2025 and in Item 1A. of our Form 10-Q for the three months ended March 31, 2026. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

On April 22, 2026, the Company announced a definitive agreement to sell its Cboe Australia and Cboe Canada businesses to TMX Group Limited,TMX, 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. The Company expects the sale of Cboe Australia to close in the third quarter of 2026. Upon closing, the Company will provide transition services support for a limited time.

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. Effective June 1, 2026, Ms. Fischer is anticipated to assumeassumed 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.

The Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, which isare 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,financial resources, 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. On June 23, 2026, the Company launched the first products in its new prediction markets suite, Cboe Predicts, a securities-based product that is listed on Cboe Options and centrally cleared by OCC. 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.

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 JanuaryFebruary 2026, Cboe initiatedcompleted 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,CFE. andCFE also subsequently launched continuous Bitcoin and Ether futures contracts on December 15, 2025. There are no products currently listed for trading on the Cboe Digital Exchange.

•trading volumes on our proprietary products such as VIX options and futures and SPX optionsoptions, which are dependent on exclusive licenses that require renewals;

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

•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

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. CboeOnly Trading,the Cboeaforementioned Europe,U.S. Cboe NL, BIDS, Cboe FX, Cboe Australia, Cboe Clear U.S., Cboe Canada, and (formerly) Cboe Japanexchanges are notconsidered U.S. national securities exchanges and,subject accordingly, are not chargedto Section 31 fees.

The following summarizes changes in financial performance for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. “YTD” represents the threesix month periods ended MarchJune 31,30, 2026 and 2025, respectively:

The following summarizes changes in financial performance for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025.

(1)Adjusted operating income is defined as operating income after relevant operating adjustments, which includesinclude 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 includesinclude 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 includesinclude 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 includesinclude 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 and six months ended MarchJune 31,30, 2026 and 2025, respectively:

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA by segment (in millions) for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively:

The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively:

(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 condensed consolidated statements of income.

(c) This amount represents certain businessstrategic realignment costs related to announced businessstrategic realignment initiatives. For the three months ended MarchJune 31,30, 2026, the costs included $1.6$21.7 million in compensation and benefits, $1.8 million in technology support services, $1.5$2.5 million in professional fees and outside services, and $0.2$0.1 million in technology support services, partially offset by a reversal of $0.6 million in other expenses, respectively, on the condensed consolidated statements of income. For the three months ended MarchJune 31,30, 2025, the costs included $0.3$17.1 million in impairment of assets and $0.2 million in compensation and benefits on the condensed consolidated statements of income. For the six months ended June 30, 2026, the costs included $23.3 million in compensation and benefits, $4.0 million in professional fees and outside services, and $1.9 million in technology support services, partially offset by a reversal of $0.4 million in other expenses, on the condensed consolidated statements of income. For the six months ended June 30, 2025, the costs included $17.1 million in impairment of assets and $0.5 million in compensation and benefits on the condensed consolidated statements of income.

(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 andPte, American Financial Exchange, LLC, and Eris Innovations Holdings, LLC, which are included in earnings (loss) on investments, net on the condensed consolidated statements of income.

(f) These amounts represent the tax impact related to the resolution of uncertain tax positions for the three and six months ended MarchJune 31,30, 2026.2026 and the remeasurements of deferred tax assets and liabilities at prevailing effective tax rates for the three and six months ended June 30, 2025.

The following summarizes changes in certain operational and financial metrics for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025:

The following summarizes changes in certain operational and financial metrics for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025 (continued from previous page):

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 and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025:

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

The following summarizes changes in revenues for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 (in millions, except percentages):

Cash and spot markets revenue decreasedincreased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to aan decreaseincrease in regulatory fees,fees partially offset by an increase inand transaction and clearing fees. Regulatory fees decreasedincreased primarily due to aan decreaseincrease in the Section 31 fee rate, from an average of $27.80$13.24 per million dollars of covered sales for the three months ended MarchJune 31,30, 2025 to an average rate of $0$19.95 per million dollars of covered sales for the three months ended MarchJune 31,30, 2026, following a rate change effective MayApril 20252026 to $0$20.60 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount.sales. 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 apricing 20%changes increaseimplemented infrom totallate matchedsecond sharesquarter through the third quarter of 2025 on Cboe U.S. equity exchanges (BZX, BYX, EDGX, and EDGA, collectively, the "Cboe U.S. equity exchanges") and a 25%13% increase in Cboe European equities exchanges matched ADNV.

Data Vantage revenue increased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods 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 revenue increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to an increase in transaction and clearing fees, partiallycoupled offsetwith byan a decreaseincrease in regulatory fees. Transaction and clearing fees increased primarily due to a 29%32% increase in index options ADV and a 24% increase in multi-listed options ADV. Regulatory fees decreasedincreased primarily due to aan decreaseincrease in the Section 31 fee rate, from an average of $27.80$13.24 per million dollars of covered sales for the three months ended MarchJune 31,30, 2025 to an average rate of $0$19.95 per million dollars of covered sales for the three months ended MarchJune 31,30, 2026, following a rate change effective MayApril 20252026 to $0$20.60 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount.sales. Regulatory fees revenue related to Section 31 fees is directly offset by regulatory fees cost of revenues related to Section 31 fees.

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 and six months ended MarchJune 31,30, 2026 and 2025, respectively (in millions):

Total cost of revenues decreasedincreased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to aan decreaseincrease in regulatory fees cost of revenues as a result of aan decreaseincrease in the Section 31 fee rate, partiallycoupled offset bywith an increase in liquidity payments due to an increase in totalmulti-listed matchedoptions sharesADV and pricing changes implemented from late second quarter through the third quarter of 2025 on the Cboe U.S. equity exchanges.

The following summarizes changes in the disaggregated cost of revenues for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 (in millions, except percentages):

Liquidity payments increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to an increase in liquidity payments on the Cboe U.S. equityoptions exchanges as a result of a 20%24% increase in totalmulti-listed matchedoptions shares,ADV, partiallycoupled offsetwith byan a decreaseincrease in liquidity payments on the Cboe optionsU.S. equity exchanges asprimarily adue resultto pricing changes implemented from late second quarter through the third quarter of liquidity2025 paymentson feeCboe tierU.S. shiftsequity largely within multi-listed options.exchanges.

Routing and clearing fees increased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 primarily due to a21% 23%and increase22% increases in Cboe Clear Europe net settlement volume, respectively, partially offset by a decrease in routed trades on the Cboe U.S. equity exchanges.

Regulatory fees cost of revenues increased for the three months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in the Section 31 fee rate, from an average rate of $13.24 per million dollars of covered sales for the three months ended June 30, 2025 to an average rate of $19.95 per million dollars of covered sales for the three months ended June 30, 2026, following a rate change effective April 2026 to $20.60 per million dollars of covered sales. Regulatory fees cost of revenues decreased for the threesix months ended MarchJune 31,30, 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$20.52 per million dollars of covered sales for the threesix months ended MarchJune 31,30, 2025 to an average rate of $0$9.97 per million dollars of covered sales for the threesix months ended MarchJune 31,30, 2026, following a rate change effectivein May 2025 to $0 per million dollars of covered salessales, duewhich toremained thein SECeffect havinguntil collectedApril its entire 2025 appropriated amount.2026. 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 increased for the three and six months ended MarchJune 31,30, 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 increased $163.7$144.3 million, or 29%,25%, and $308.0 million, or 27% for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods 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 EuropeanU.S. equitiesequity exchanges and the Cboe U.S.European equityequities 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 and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 (in millions, except percentages):

Cash and spot markets revenues less cost of revenues increased for the three months ended MarchJune 31,30, 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%50% increase in net capture per one hundred touched shares on Cboe U.S. equity exchanges due to pricing changes implemented from late second quarter through the third quarter of 2025, a 13% 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%21% increase in Cboe Clear Europe net settlement volumes.volume, and an 8% increase in Global FX ADNV.

Data Vantage revenues less cost of revenues increased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods 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 revenues less cost of revenues increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to an increase in net transaction and clearing fees driven by a 29%32% increase in index options ADV and a 21%24% increase in multi-listed options RPC,ADV, partially offset by an increase in royalty fees as a result of increased trading volumes of index products in the Options segment.

Total operating expenses for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 increased $12.0$7.4 million, or 6%,3%, and $19.4 million, or 4%, respectively, primarily due to an increase in compensation and benefits.benefits, partially offset by a decrease in impairment of assets.

The following summarizes changes in operating expenses for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 (in millions, except percentages):

Compensation and benefits increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to a $5.0$19.2 million increase in payrollseverance benefits,related to the Company's strategic realignment and a $2.8$4.0 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.performance.