Cboe Global Markets CBOE · USD

SEGMENT REPORTINGThe Company previously operated six reportable business segments as of December 31, 2024. As of January 1, 2025, the Company operates five reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX, which are further described below and is reflective of how the Company's CODM reviews and operates the business, as discussed in Note 1 (“Nature of Operations”). The Company's reportable business segments represent strategic business units that offer different products and services across different geographic areas. The Company's CODM is the chief executive officer. The CODM function is supported by business segment management and leadership personnel who lead the day-to-day operations of each reportable business segment.The accounting policies of the reportable business segments are the same as those described in Note 2 ("Summary of Significant Accounting Policies").Segment performance is primarily evaluated on operating income (loss). The CODM uses segment operating income (loss) to allocate resources (which includes, but is not limited to: employees, financial, or capital resources). The Company's CODM does not assess assets or income and expenses below operating income (loss) at the segment-level as key performance metrics. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. The Company's CODM primarily reviews operating expenses at the consolidated level for purposes of evaluating actual results versus budgets. The tables below represent the primary measure of segment performance evaluated by the CODM, as well as additional measures that are regularly provided to the CODM on a segment-level. Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and on ETPs such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options are eligible to trade, as applicable, on Cboe Options, C2, BZX, EDGX, and/or other U.S. national security exchanges.

REVENUE RECOGNITIONThe Company presents three financial statement revenue captions within its consolidated statements of income that reflect the Company’s diversified products, expansive geographical reach, and overall business strategy. Below is a summary of the Company’s financial statement revenue captions:Revenues•Cash and spot markets – includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, and Global FX segments.•Data Vantage – includes access and capacity fees, proprietary market data fees, and associated other revenue across Cboe’s five segments.•Derivatives markets – includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, and Europe and Asia Pacific segments.The Company’s main types of revenue contracts consist of the following, which are disaggregated from the consolidated statements of income.•Transaction and clearing fees – Transaction fees represent fees charged by the Company for meeting the point-in-time performance obligation of executing a trade on its markets. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Transaction fees are recognized across all segments. Clearing fees, which include settlement fees, represent fees charged by the Company for meeting the point-in-time performance obligation for transactions cleared and settled by Cboe Clear Europe and Cboe Clear U.S. Clearing fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Clearing fees attributable to Cboe Clear Europe are recognized in the Europe and Asia Pacific segment, and clearing fees attributable to Cboe Clear U.S. are recognized in the Futures segment. Transaction and clearing fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules.

COMMITMENTS, CONTINGENCIES, AND GUARANTEESLegal ProceedingsAs of December 31, 2025, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business.The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the consolidated financial statements to not be misleading. The Company does not record liabilities when the likelihood of the liability being incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company’s assessment of whether a loss is remote, reasonably possible, or probable is based on its assessment of the ultimate outcome of the matter following all appeals.As of December 31, 2025, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these legal proceedings and claims, regulatory reviews, inspections, or other legal proceedings, if any, has been incurred. While the consequences of certain unresolved proceedings are not presently determinable, the outcome of any proceeding is inherently uncertain and an adverse outcome from certain matters could have a material effect on the financial position, results of operations, or cash flows of the Company in any given reporting period. CAT Putative Class ActionA putative class action was filed on April 16, 2024 captioned Erik A. Davidson, John Restivo and National Center for Public Policy Research vs. Gary Gensler, SEC and CATLLC. Cboe and the Plan Participants are not parties to this litigation. The complaint alleges, among other things, that the SEC engaged in unlawful agency action and violated multiple provisions of the U.S. Constitution when it promulgated Rule 613 in 2012 mandating the creation and funding of the CAT. Plaintiffs’ motion for a preliminary injunction and stay was denied. On July 7, 2025, the U.S.

DEBTThe Company’s debt consisted of the following as of December 31, 2025 and 2024 (in millions):December 31, 2025December 31, 2024$650 million fixed rate Senior Notes due January 2027, stated rate of 3.650%$649.3 $648.6 $500 million fixed rate Senior Notes due December 2030, stated rate of 1.625%496.3 495.5 $300 million fixed rate Senior Notes due March 2032, stated rate of 3.000%297.3 296.9 Revolving Credit Agreement— — Cboe Clear Europe Credit Facility— — Total debt$1,442.9 $1,441.0 Senior Notes On January 12, 2017, the Company entered into an indenture (the “Indenture”), by and between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, in connection with the issuance of $650 million aggregate principal amount of the Company’s 3.650% Senior Notes due 2027 (“3.650% Senior Notes”). The form and terms of the 3.650% Senior Notes were established pursuant to an Officer’s Certificate, dated as of January 12, 2017, supplementing the Indenture. The Company used a portion of the net proceeds from the 3.650% Senior Notes to fund, in part, the Merger, including the payment of related fees and expenses and the repayment of Bats’ existing indebtedness, and the remainder for general corporate purposes. The 3.650% Senior Notes mature on January 12, 2027 and bear interest at the rate of 3.650% per annum, payable semi-annually in arrears on January 12 and July 12 of each year, commencing July 12, 2017.On December 15, 2020, the Company issued $500 million aggregate principal amount of 1.625% Senior Notes due 2030 ("1.625% Senior Notes"). The form and terms of the 1.625% Senior Notes were established pursuant to an Officer’s Certificate, dated as of December 15, 2020, supplementing the Indenture. The Company used the net proceeds from the 1.625% Senior Notes to finance the acquisition of BIDS Trading, repay a portion of amounts outstanding under the term loan facility and all outstanding indebtedness under the revolving credit facility and the remainder for general corporate purposes, which may include the financing of future acquisitions or the repayment of other outstanding indebtedness. The 1.625% Senior Notes mature on December 15, 2030 and bear interest at the rate of 1.625% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2021. On March 16, 2022, the Company issued $300 million aggregate principal amount of 3.000% Senior Notes due 2032 (“3.

INCOME TAXESNet deferred tax assets and liabilities consist of the following as of December 31, 2025 and 2024 (in millions):As of December 31,20252024Deferred tax assets:Accrued compensation and benefits$23.3 $20.2 Property, equipment and technology, net7.3 14.6 Operating leases40.3 40.4 Other99.9 88.7 Subtotal170.8 163.9 Valuation allowances(23.1)(17.0)Total deferred tax assets147.7 146.9 Deferred tax liabilities:Intangibles(256.4)(240.2)Property, equipment and technology, net(30.9)(19.0)Investments(4.7)(33.8)Prepaid expenses or assets(5.1)(4.5)Operating leases(30.4)(31.9)Total deferred tax liabilities(327.5)(329.4)Net deferred tax liabilities$(179.8)$(182.5)The Company provides a valuation allowance against deferred tax assets if, based on management’s assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A valuation allowance of $23.1 million and $17.0 million was recorded against gross deferred tax assets for certain investments and net operating losses as of December 31, 2025 and 2024, respectively.As of December 31, 2025, the Company no longer has capital loss carryforwards as amounts either expired in 2025 or were utilized against capital gains generated in the current year. The Company has net operating loss carryforwards of $15.6 million, most of which have an indefinite carryforward period.The Company considers its non-U.S. earnings to be indefinitely reinvested outside of the U.S. to the extent these earnings are not subject to U.S. income tax under an anti-deferral tax regime. As of December 31, 2025, the cumulative amount of undistributed earnings in these subsidiaries is $163.4 million. Given our intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable.For the years ended December 31, 2025, 2024, and 2023, income before taxes consists of the following (in millions):Year Ended December 31,202520242023U.S. operations$1,520.4 $1,060.2 $1,010.5 Foreign operations46.2 23.6 37.1 Total$1,566.6 $1,083.8 $1,047.6 The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consists of the following (in millions):Year Ended December 31,202520242023Current tax expense:Federal$287.6 $208.8 $188.1 State162.9 117.7 97.

STOCK-BASED COMPENSATIONStock-based compensation is based on the fair value of the award on the date of grant, which is recognized over the related service period, net of actual forfeitures. The service period is the period over which the related service is performed, which is generally the same as the vesting period. Vesting of certain awards may be accelerated for certain officers and employees as a result of attaining certain age and service-based requirements in the Company’s long-term incentive plan and award agreements. Stock-based compensation expense relating to employee awards is included in compensation and benefits and acquisition-related costs in the consolidated statements of income. The Company recognized stock-based compensation expense related to employee awards of $45.2 million, $40.2 million, and $33.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Stock-based compensation expense relating to non-employee director awards is included in professional fees and outside services in the consolidated statements of income. The Company recognized stock-based compensation expense related to non-employee director awards of $2.0 million, $1.8 million, and $1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.On May 28, 2025, the Company announced that Dave Howson, Executive Vice President and Global President, resigned from the Company, with his employment terminating at the end of the day on August 1, 2025. In connection with his resignation, Mr. Howson was allowed to (i) retain a pro rata portion of certain of his outstanding time-based restricted stock units that would vest in February 2026 based on the number of days worked through and including August 1, 2025 and forfeited the remainder and other outstanding time-based restricted stock units and (ii) retain a pro rata portion of the outstanding performance-based restricted stock units that would vest in February 2026 based on the number of days worked through and including August 1, 2025, which was paid out based on target performance through the end of the applicable performance period for each award, and forfeited the remainder and other outstanding performance-based restricted stock units.

LEASESThe Company currently leases office space, data centers, remote network operations centers, and equipment under non-cancelable operating leases with third parties as of December 31, 2025. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more, and some of which include the Company’s option to terminate the leases within one year. During the year ended December 31, 2025, $8.3 million of right of use assets and $8.3 million of lease liabilities were added related to new operating leases and existing lease extensions.In May 2024, the Company entered into an agreement to amend its lease agreement for its Lenexa, Kansas office space. As part of the agreement, the lease term was reduced and ended on September 30, 2025. In consideration for the reduction in lease term, the Company agreed to pay a reduction fee totaling $1.3 million to be paid in two equal installments in May 2024 and September 2025. The amended lease agreement was treated as a full termination without an embedded option to terminate included in the original agreement. Upon the termination, the Company considered the present value of future lease payments and adjusted its right of use assets and lease liabilities balances accordingly based on the percentage reduction in the remaining lease term; the right of use assets decreased $10.3 million and the lease liabilities decreased $11.0 million, with the $0.7 million difference recorded as a gain on lease termination in other income (expense), net in the consolidated statements of income during the year ended December 31, 2024. The $1.3 million lease reduction payments are included in the present value of the lease liability balance along with normal rent payments and will be recognized through straight-line lease expense over the remaining term of the lease.Additionally, in September 2024, the Company signed a new lease to secure approximately 60,000 square feet of office space in Overland Park, Kansas. The initial term of the lease is 129 months from the accounting commencement date, September 1, 2024. The Company has the option to renew the lease for two additional terms of 60 months each. The total legally binding minimum lease payments for the lease are approximately $12.0 million, net of allowance incentives.

ACQUISITIONSAcquisition-related costs relate to acquisitions and other strategic opportunities. The Company expensed $0.3 million of acquisition-related costs during the year ended December 31, 2025, all of which related to compensation, professional fees, and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.The Company expensed $1.3 million of acquisition-related costs during the year ended December 31, 2024, all of which related to compensation, professional fees, and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.The Company expensed $7.4 million of acquisition-related costs during the year ended December 31, 2023, all of which related to professional fees and other expenses. These acquisition-related expenses are included in acquisition-related costs in the consolidated statements of income.