MARKETAXESS HOLDINGS INC

Current report

Risks Related to the Pending Merger

Current report

We are subject to a number of risks and uncertainties as a result of the Merger, including the following:

Current report

The Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); approval of the Merger Agreement by the affirmative vote of the holder of a majority of the outstanding shares entitled to vote thereon (“Company Stockholder Approval”); and the absence of any law or order prohibiting the transaction. There can be no assurance that these conditions will be satisfied in a timely manner or at all, or that any required regulatory approvals will not contain terms or conditions that are adverse to our business. If the Merger is not completed, we may experience negative impacts, including the diversion of management attention, potential employee attrition, substantial costs incurred in connection with the transaction (including financial advisory, legal, accounting and other professional services fees that have already been incurred or will continue to be incurred), reputational harm and negative perceptions among investors, customers and business partners, without realizing the anticipated benefits of the Merger. In addition, our stock price may decline to the extent that the current market price reflects a market assumption about the likelihood and timing of the Merger.

Current report

The pendency of the Merger could adversely affect our business and operations. Uncertainty about the effect of the Merger on employees, customers, suppliers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the Merger, which could lead to attrition or difficulty in attracting and retaining key executives and other employees. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent’s consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives. Under the Merger Agreement, the Company is bound by a “no-shop” provision that restricts our ability to solicit, initiate or knowingly take any action to facilitate or encourage any competing acquisition proposals. While these restrictions are subject to the Board’s right, pursuant to the terms of the Merger Agreement, to engage in discussions or negotiations regarding an unsolicited acquisition proposal that is or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement), these restrictions could limit our ability to pursue potentially more favorable transactions and may discourage other parties from making competing offers.

Current report

We may be required to pay a termination fee under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, including if we terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal, the Company will be required to pay to Parent a termination fee of $148.8 million. This obligation could discourage alternative transactions that might otherwise be favorable to our stockholders.

Current report

Litigation relating to the Merger could result in significant costs and delay completion. We may be subject to lawsuits related to the Merger Agreement and the proposed transaction. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the Merger.

Current report

If the Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock. Upon completion of the Merger, our stockholders will receive the consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.

Previous report

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.