Cboe Global Markets (CBOE) Risk Factor Changes

Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes.

Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount.

As of December 31, 2025, we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investors Service (A2).

As of December 31, 2025, we had $649.3 million of senior unsecured notes due 2027, $496.3 million of senior unsecured notes due 2030, $297.3 million of senior unsecured notes due 2032, no funds outstanding under our r…

In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S.

We have methods to identify, monitor, and manage our risks.

Our competitors, as well as others, have obtained, or may obtain, patents or may otherwise hold intellectual property rights that are related to our technology or the types of products and services we offer or plan to…

In 2021 the E.C.

Our European businesses are subject to regulatory oversight in the UK by the FCA and in the Netherlands by the DNB and the AFM, which, through the “passporting” regime, provides authorization to carry on business in o…

Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and SROs, and, as such, are subject to comprehensive regulation by the SEC.

We selectively explore acquisition opportunities, strategic alliances and divestitures relating to businesses, products, or technologies.

While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrea…

With respect to routed U.S.

In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our Exchanges, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part…

We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks.

•the failure to successfully expand into new asset classes, such as SFT, or U.S.

In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility.

•unanticipated disruption in trading of our exclusively listed proprietary products or in service to our members and participants;

Our business depends on the integrity and performance of our computer and communications systems.

Cboe Clear Europe entered into a €1.2 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in co…

We are subject to risks related to operating our European clearinghouse, Cboe Clear Europe, and our U.S.

Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing members and other counterparties, and risks related to investing of c…

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 an…

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, the Philippine peso, and the Sing…

We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems, and resources.

Differences in the calculations from methodologies described in published materials, incorrect calculations of our indices, errors in the dissemination of data, or the failure to implement any planned remedial changes…

We are a party to a number of license agreements that permit us to list tradable products related to various indices that are among the most actively traded products on our exchanges.

•We rely on CATLLC, a subsidiary of FINRA, to provide services for the implementation of the CAT.

•If OCC, NSCC, DTCC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., 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…

Our business and operations are dependent on a number of third parties, including clearing organizations such as OCC, NSCC, the DTCC, the CDS, LCH, ASX Clear Pty Ltd, and SIX x-clear; our wholly-owned subsidiaries, Cb…

Our business and operations are dependent upon a number of third parties.

The market for trade execution services, clearing, and products is intensely competitive in the asset classes and geographies in which we operate.

Additionally, effective succession planning is important to our long-term success.

political activist groups and nation-state actors, attacks in connection with geopolitical activity, criminal insider activity, employee error, and service provider, market participant or third-party disruptions or se…

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 crit…

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.

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…

In 2025, approximately 74% of our revenues less cost of revenues were generated by our transaction and clearing-based business.

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

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

The volume of trading and clearing transactions and the demand for our products and services are directly affected by macroeconomic and other conditions in the U.S., Europe and elsewhere in the world that are beyond o…

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

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

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

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

for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors.

successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income.

To mitigate the risk that the BIDS Trading ATS is deemed a “facility” of our registered national securities exchanges, we have developed and implemented an operational and governance framework for our ownership of BID…

The U.S.

BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading…

were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition, and oper…

In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fe…

the CFTC and subject to comprehensive regulation by the CFTC.

Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear U.S., which is a derivatives clearing organization (“DCO”) registered with the CFTC.

Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.

In April 2024, we announced plans to wind down the spot crypto market offered by Cboe Digital and transition the cash-settled margin Bitcoin and Ether futures contracts currently listed on Cboe Digital Exchange to CFE…

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

May 2024, we halted trading on the Cboe Digital spot market, our spot digital asset trading platform, in-line with our plans to wind down the spot digital asset trading market and refocus the digital asset business to…

With respect to U.S.

settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.

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 an…

•general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East;

provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.

OCC has proposed to establish a margin add-on charge (“Intraday Risk Charge”) for all clearing member accounts to help mitigate the risks arising from intraday and overnight trading activity.

•We rely on third party routing and clearing firms to clear trades in U.S.

The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate.

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…

•our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges;

obligations and pay dividends to its stockholders.

Thus, we cannot be sure that our products, services, or technologies do not infringe on the rights of others or that others will not make claims of infringement against us.

and compliance costs to Cboe, as well as potential adverse impact to Cboe’s trading volume and transaction fee revenue.

In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fe…

In addition to risks associated with acquisitions and integrations, we may also face risks in executing strategic exits, divestitures, or wind downs of businesses.

related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF.

or no warning and without penalty.

estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance.

Although our clearinghouses have rules, policies, and procedures that are reasonably designed to help protect them from the aforementioned risks, such policies and procedures may not succeed in preventing losses after…

Additionally, Cboe Clear U.S.

amounts drawn under this facility, may be at risk if a clearing member defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations.

Countries have announced new or increased tariffs on imported goods and that additional tariffs or increases in tariffs could be assessed in the future.

Global trade policies, including the assessment of tariffs and other impositions on imported goods, may have a material adverse impact on our business.

•general economic, social, and political conditions, including increased political tensions and disagreements, including as a result of tariffs and trade policies, and geopolitical activity;

unlicensed uses of the indices and uses of the indices that infringe on our licenses.

•Trading in certain of our products is dependent on the operational availability of markets operated by third parties.

Emerging technologies, alternative settlement mechanisms, and 24-hour trading may also affect our traditional business models.

•significant market disruptions or system failures.

•decline in the number of public company listings or an increase in delistings, acquisitions, privatizations, or bankruptcies;

Emerging or changing regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S.

•increases in the cost of the products and services we use;