MARKETAXESS HOLDINGS INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the quarter ended March 31, 2026, we repurchased the following shares of common stock:

During the three months ended March 31, 2026, we repurchased 407,201 shares of common stock. The repurchases included 359,782 shares repurchased in connection with our Repurchase Programs and 47,419 shares surrendered by employees to satisfy the withholding tax obligations upon the vesting of Full Value Awards and upon the exercise of stock options.

In August 2024, our Board authorized the 2024 Repurchase Program for up to $200.0 million. In December 2025, the Board authorized the 2025 Repurchase Program for an additional $400.0 million. The Repurchase Programs do not have an expiration date. Shares repurchased under the Repurchase Programs will be held in treasury for future use.

On December 9, 2025, the Company entered into the ASR with JPMorgan, pursuant to which the Company paid $300.0 million and received an initial delivery of 1,386,001 Initial ASR Shares, representing 80% of the value of such payment in shares, calculated based on the closing share price of $173.16 per share on December 9, 2025. Final settlement of the ASR occurred on February 4, 2026 with the delivery of 359,782 additional shares. The average purchase price per share for shares of common stock purchased by the Company pursuant to the ASR was $171.84, which was determined based on the daily volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount. The 2024 Repurchase Program was exhausted by the ASR.

As of March 31, 2026, we had $205.0 million of remaining capacity under the 2025 Repurchase Program.