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MARKETAXESS HOLDINGS INC

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

MKTX$165.59+0.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001193125-26-340249

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001193125-26-450679

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 174 previous paragraphs and 179 current paragraphs.

95 unchanged; 65 reworded; 19 added; 13 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

On July 29, 2026, MarketAxess entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Sub or their subsidiaries, shares held as treasury stock by the Company or its subsidiaries, and shares held by stockholders who have properly exercised appraisal rights under Delaware law) will be converted into the right to receive $167.00 per share in cash, without interest thereon. The Merger was unanimously approved by the Board. On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under the HSR Act applicable to the Merger. At a special meeting of the Company’s stockholders held on October 29, 2026, MarketAxess stockholders approved the adoption of the Merger Agreement. Consummation of the Merger remains subject to other customary closing conditions, including the receipt of required regulatory approvals and the satisfaction or waiver of the other closing conditions in the Merger Agreement. Upon completion of the Merger, shares of the Company’s common stock will no longer be listed on the Nasdaq Global Select Market. The Merger is currently anticipated to close in the first quarter of 2027.

Current report

In connection with the pending Merger, the Company established a retention bonus program for certain employees. The Company accounts for the program as compensation for employee services and recognizes expense over the estimated requisite service period. For the three and nine months ended September 30, 2026, the Company recognized compensation expense of $3.6 million related to the retention bonus program. A change in the estimate could result in a material acceleration or deferral of compensation expense in future periods. See Note 9 for a discussion of our stock-based and other employee compensation plans.

Current report

Our U.S. high-grade volume, including SD PT, increased 10.9%, primarily due to an increase in estimated market volumes and volume growth from strategic initiatives, partially offset by a decrease in our estimated market share. Our U.S. high-grade volume, excluding SD PT, increased 8.6%. Our estimated market share of U.S. high-grade corporate bond volume, including SD PT, decreased to 17.4% for the three months ended September 30, 2026 from 18.3% for the three months ended September 30, 2025. Estimated U.S. high-grade market volume, as reported by the FINRA Trade Reporting and Compliance Engine (“TRACE”), increased 16.6% to $2.8 trillion for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Current report

Our U.S. high-yield volume, including SD PT, increased 8.7%, primarily due to an increase in estimated market volumes and volume growth from strategic initiatives, as well as an increase in our estimated market share. Our U.S. high-yield volume, excluding SD PT, increased 9.0%. Our estimated market share of U.S. high-yield corporate bond volume, including SD PT, increased to 14.6% for the three months ended September 30, 2026 from 13.7% for the three months ended September 30, 2025. Estimated U.S. high-yield market volume, as reported by TRACE, increased 1.9% to $740 billion for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Current report

Employee compensation and benefits increased by $3.4 million, primarily due to retention bonus expense in connection with the pending Merger.

Current report

Professional and consulting fees increased by $7.3 million, primarily driven by higher legal and consulting expenses incurred in connection with the pending Merger.

Current report

Marketing and advertising expenses decreased by $0.2 million, primarily due to lower advertising spend and timing of events.

Current report

Clearing costs increased by $0.3 million, primarily due to higher trading volumes.

Current report

Other, net decreased by $5.1 million, primarily reflecting the absence of the tax credit received in the prior year, along with higher foreign currency transaction losses in the current period.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

Our revenues for the nine months ended September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Current report

Beginning with the release of our January 2026 trading volume statistics, we revised certain aspects of our reporting methodology for estimated market share to provide a more comprehensive view of platform activity and enhance comparability with industry peers. We now present estimated market share for U.S. high-grade and U.S. high-yield on an all-in basis, which includes SD PT, and no longer report estimated market share excluding SD PT. The trading volume tables below present U.S. high-grade and U.S. high-yield volumes both including and excluding SD PT. Total credit trading and total trading volumes, and the credit average variable transaction fee per million, exclude SD PT. Our trading volumes for the nine months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Current report

Our U.S. high-grade volume, including SD PT, increased 7.4%, primarily due to an increase in estimated market volumes and volume growth from strategic initiatives, partially offset by a decrease in our estimated market share. Our U.S. high-grade volume, excluding SD PT, increased 4.9%. Our estimated market share of U.S. high-grade corporate bond volume, including SD PT, decreased to 17.6% for the nine months ended September 30, 2026 from 18.9% for the nine months ended September 30, 2025. Estimated U.S. high-grade market volume, as reported by TRACE, increased 15.6% to $8.6 trillion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Current report

Our U.S. high-yield volume, including SD PT, increased 10.7%, primarily due to an increase in estimated market volumes and volume growth from strategic initiatives, as well as an increase in our estimated market share. Our U.S. high-yield volume, excluding SD PT, increased 3.5%. Our estimated market share of U.S. high-yield corporate bond volume, including SD PT, increased to 14.2% for the nine months ended September 30, 2026 from 13.1% for the nine months ended September 30, 2025. Estimated U.S. high-yield market volume, as reported by TRACE, increased 2.4% to $2.4 trillion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Current report

Our average variable transaction fee per million for the nine months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Current report

Professional and consulting expenses increased by $8.1 million, primarily due to higher consulting and legal expenses incurred in connection with the pending Merger.

Current report

Our cash flows and the resulting dollar and percentage changes, were as follows:
Removed paragraphs (13)

Previous report

The 4.2% decrease in our U.S. high-grade volume was principally due to a decrease in our estimated market share. Estimated U.S. high-grade market volume as reported by the FINRA Trade Reporting and Compliance Engine (“TRACE”) increased by 13.2% to $2.8 trillion for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Our estimated market share of total U.S. high-grade corporate bond volume decreased to 17.5% including single-dealer portfolio trades (“SD PT”) for the three months ended June 30, 2026 from 19.8% for the three months ended June 30, 2025. Our U.S. high-yield volume decreased by 7.8% primarily due to a decrease in estimated market volumes partially offset by an increase in our estimated market share. Our estimated market share of total U.S. high-yield corporate bond volume increased to 14.1%, including SD PT, for the three months ended June 30, 2026 from 13.2% for the three months ended June 30, 2025. Market share estimates are presented including single-dealer portfolio trading activity to align with our monthly volume press releases. Excluding SD PT, our estimated market share of total U.S. high-grade corporate bond volume decreased to 16.4% for the three months ended June 30, 2026 from 19.4% three months ended June 30, 2025. Excluding SD PT, our estimated market share of total U.S. high-yield corporate bond volume decreased to 12.1% for the three months ended June 30, 2026 from 12.7% for the three months ended June 30, 2025.

Previous report

Employee compensation and benefits decreased by $3.1 million, primarily due to lower severance costs and bonus accruals.

Previous report

Depreciation and amortization increased by $0.1 million, primarily due to higher amortization of internally-developed software costs and higher amortization of intangibles.

Previous report

Professional and consulting fees increased by $0.8 million, primarily due to higher legal expenses, partially offset by cost-savings initiatives.

Previous report

Occupancy increased by $0.2 million, primarily due to higher office management and facilities expense.

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

Our revenues for the six months ended June 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Previous report

Our trading volumes for the six months ended June 30, 2026 and 2025 were as follows:

Previous report

The 3.2% increase in our U.S. high-grade volume was principally due to an increase in estimated market volumes, partially offset by a decrease in our estimated market share. Estimated U.S. high-grade market volume as reported by TRACE increased by 15.2% to $5.8 trillion for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Our estimated market share of total U.S. high-grade corporate bond volume, including SD PT, decreased to 17.7% for the six months ended June 30, 2026 from 19.2% for the six months ended June 30, 2025. U.S. high-yield volume increased by 1.1% primarily due to an increase in estimated market volumes and increase in our estimated market share. Our estimated market share of total U.S. high-yield corporate bond volume, including SD PT, increased to 14.0% for the six months ended June 30, 2026 from 12.8% for the six months ended June 30, 2025. Excluding SD PT, our estimated market share of total U.S. high-grade corporate bond volume decreased to 16.8% for the six months ended June 30, 2026 from 18.7% for the six months ended June 30, 2025. Excluding SD PT, our estimated market share of total U.S. high-yield corporate bond volume decreased to 12.1% for the six months ended June 30, 2026 from 12.3% for the six months ended June 30, 2025.

Previous report

Our average variable transaction fee per million for the six months ended June 30, 2026 and 2025 was as follows:

Previous report

Professional and consulting expenses increased by $0.8 million, primarily due to higher legal expense, partially offset by cost-savings initiatives.
Reworded paragraphs (65)

Previous wording

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” “could,” “may,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we undertake no obligation to revise or update any forward-looking statements contained in this report, except to the extent required by applicable law. Our Company’s policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. Actual future events or results may differ, perhaps materially from those contained in the projections or forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section captioned Part II, Item 1A, “Risk Factors,” and in our Form 10-K for the year ended December 31, 2025, including in Part I, Item 1A, “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Current wording

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” “could,” “may,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we undertake no obligation to revise or update any forward-looking statements contained in this report, except to the extent required by applicable law. Our Company’s policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. Actual future events or results may differ, perhaps materially from those contained in the projections or forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section captioned Part II, Item 1A, “Risk Factors,” in our Form 10-K for the year ended December 31, 2025, including in Part I, Item 1A, “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Form 10-Q for the quarter ended June 30, 2026 in Part II, Item 1A “Risk Factors.”

Previous wording

The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may impact trading volume. These factors could have a material adverse or positive effect on our business, financial condition and results of operations. These factors include, among others, fixed-income market conditions, the current interest rate environment, including the volatility of interest rates and investors’ forecasts of future interest rates, the duration of U.S high grade bonds traded, economic and political conditions in the United States, Europe and elsewhere, including recent and potential future changes in tariffs, international trade agreements or trade policies, and the consolidation or contraction of our broker-dealer and institutional investor clients. In the first six months of 2026, the market backdrop for the Company reflected increases in estimated market volumes in most of the Company’s key markets compared to the prior year, due, in part, to periods of event-driven volatility and elevated primary issuance.

Current wording

The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may impact trading volume. These factors could have a material adverse or positive effect on our business, financial condition and results of operations. These factors include, among others, fixed-income market conditions, the current interest rate environment, including the volatility of interest rates and investors’ forecasts of future interest rates, the duration of U.S. high grade bonds traded, economic and political conditions in the United States, Europe and elsewhere, including recent and potential future changes in tariffs, international trade agreements or trade policies, and the consolidation or contraction of our broker-dealer and institutional investor clients. In the first nine months of 2026, the market backdrop for the Company reflected increases in estimated market volumes in most of our key markets compared to the prior year, due, in part, to periods of event-driven volatility and elevated primary issuance.

Previous wording

We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our Credit Agreement, will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months. We ended the quarter with $637.9 million in available borrowing capacity under our Credit Agreement and capital significantly in excess of our regulatory requirements.

Current wording

We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our Credit Agreement, will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months. We ended the quarter with $657.9 million in available borrowing capacity under our Credit Agreement and capital significantly in excess of our regulatory requirements.

Previous wording

Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause us to incur additional expense. The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in the enactment and enforcement of new laws and regulations that apply to our business. The SEC adopted final rules regarding the central clearing of certain secondary market transactions involving U.S. Treasury securities, which are currently set to become effective for certain cash market transactions on December 31, 2026. Once effective, this central clearing mandate will impact certain of our participants who do not centrally clear such trades today. These reforms may also change how our clients trade and where they clear when using our platforms to trade U.S. Treasury securities. While we expect this change will increase our own platform efficiency, it could also negatively affect trading activity and liquidity in the markets in which we operate and the full impact of this change is still unknown at this time. In July 2026, the SEC approved a proposed rule submitted by FINRA that will require member firms to identify and flag certain affiliate back-to-back trade reports in TRACE (as defined below). FINRA has stated that it will not implement these requirements without providing firms with at least 12 months prior notice of the implementation date, but that it will permit firms to comply with these requirements on a voluntary basis prior to the mandatory implementation date. When fully implemented, the rule will suppress qualifying affiliate principal transactions from reported monthly TRACE volumes and could affect the Company’s estimated market share for U.S. high-grade, U.S. high-yield and U.S. Treasury products. It remains unknown to what extent new legislation will be passed into law or whether other pending or new regulatory proposals will be adopted, abandoned or modified, or what effect such passage, adoption, abandonment or modification will have, whether positive or negative, on our industry, our clients or us.

Current wording

Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause us to incur additional expense. The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in the enactment and enforcement of new laws and regulations that apply to our business. The SEC adopted final rules regarding the central clearing of certain secondary market transactions involving U.S. Treasury securities, which are currently set to become effective for certain cash market transactions on December 31, 2026. In July 2026, the SEC approved a FINRA rule change that will suppress public dissemination of certain affiliate back-to-back trade reports in TRACE, with mandatory compliance beginning in August 2027. This rule is expected to suppress qualifying affiliate principal transactions from reported monthly TRACE volumes and is expected to affect the Company’s estimated market share for U.S. high-grade, U.S. high-yield and U.S. Treasury products.

Previous wording

As further described under “— Critical Factors Affecting our Industry and our Company — Economic, Political and Market Factors,” and “— Results of Operations — Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025,” and “— Results of Operations — Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025,” our credit trading volumes increased and our average credit variable transaction fee per million decreased compared to the three and six months ended June 30, 2025.

Current wording

As further described under “— Critical Factors Affecting our Industry and our Company — Economic, Political and Market Factors,” and “— Results of Operations — Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025,” and “— Results of Operations — Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025,” our credit trading volumes increased and our average credit variable transaction fee per million decreased compared to the three and nine months ended September 30, 2025.

Previous wording

Professional and Consulting Fees. Professional and consulting fees consist primarily of accounting fees, legal fees and fees paid to information technology and other consultants for services provided for the maintenance of our trading platforms, information and post-trade services products and other services.

Current wording

Professional and Consulting Fees. Professional and consulting fees consist primarily of accounting fees, legal fees and fees paid to information technology and other consultants for services provided for the maintenance of our trading platforms, information and post-trade services products and other services, and other business initiatives, including activities related to the pending Merger.

Previous wording

Expenses may continue to grow in the future, notably in employee compensation and benefits as we increase headcount to support investment in new products, operational support and geographic expansion, depreciation and amortization due to increased investment in new products and enhancements to our trading platforms, and technology and communication costs. Expenses may also grow due to increased regulatory complexity, acquisitions or the continued effects of inflation.

Current wording

Expenses may continue to grow in the future, notably in employee compensation and benefits as we increase headcount to support investment in new products, operational support and geographic expansion, depreciation and amortization due to increased investment in new products and enhancements to our trading platforms, and technology and communication costs. Expenses may also grow due to increased regulatory complexity, acquisitions or the continued effects of inflation. During the pendency of the Merger, our ability to increase headcount, make acquisitions and undertake certain other investments is subject to the restrictions in the Merger Agreement.

Previous wording

In 2024, 2025 and 2026, the PSUs were granted to the executive officers and certain senior managers. Each PSU is earned or forfeited based on our level of achievement of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit. The vested share payout ranges from zero to 200% of the PSU target. The number of PSUs that vest, if any, is determined by the level of achievement of the performance metrics during the three-year performance periods, as certified by the Compensation and Talent Committee following the conclusion of the performance period. In addition, participants must provide continued service through the vesting date, subject to death, disability and qualified retirement exceptions, as applicable. Compensation expense for the PSUs is measured using the fair value of our stock at the grant date and estimates of future performance and actual share payouts. Each period, we make estimates of the current expected share payouts and adjust the life-to-date compensation expense recognized since the grant date. As of June 30, 2026, a 10.0% change in the expected final share payouts would increase or decrease the total value of the awards by $1.7 million. The estimated final share payouts for the 2024 and 2025 awards as of June 30, 2026 decreased 15.2% compared to December 31, 2025. See Note 9 for a discussion of the Company’s stock-based compensation expense.

Current wording

In 2024, 2025 and 2026, the PSUs were granted to the executive officers and certain senior managers. Each PSU is earned or forfeited based on our level of achievement of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit. The vested share payout ranges from zero to 200% of the PSU target. The number of PSUs that vest, if any, is determined by the level of achievement of the performance metrics during the three-year performance periods, as certified by the Compensation and Talent Committee following the conclusion of the performance period. In addition, participants must provide continued service through the vesting date, subject to death, disability and qualified retirement exceptions, as applicable. Compensation expense for the PSUs is measured using the fair value of our stock at the grant date and estimates of future performance and actual share payouts. Each period, we make estimates of the current expected share payouts and adjust the life-to-date compensation expense recognized since the grant date. As of September 30, 2026, a 10.0% change in the expected final share payouts would increase or decrease the total value of the awards by $1.7 million. The estimated final share payouts for the 2024 and 2025 awards as of September 30, 2026 decreased 16.4% compared to December 31, 2025.

Previous wording

Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. As a result of the annual assessment, we determined that it was more likely than not that the estimated fair value of goodwill exceeded its carrying value. Therefore, we determined that goodwill was not impaired and that a quantitative goodwill test was not required.

Current wording

Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. As a result of the annual assessment performed, we determined that it was more likely than not that the estimated fair value of goodwill exceeded its carrying value. Therefore, we determined that goodwill was not impaired and that a quantitative goodwill test was not required.

Previous wording

Identifiable intangible assets are tested for impairment annually, or sooner when events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. Judgment is required to evaluate whether indications of potential impairment have occurred, and to test identifiable intangible assets for impairment, if required. An impairment is recognized if the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value. During the six months ended June 30, 2026, there were no events or changes in circumstances that suggested our intangible assets’ carrying values exceeded their fair values, and as such, no impairment charges were recorded.

Current wording

Identifiable intangible assets are tested for impairment annually, or sooner when events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. Judgment is required to evaluate whether indications of potential impairment have occurred, and to test identifiable intangible assets for impairment, if required. An impairment is recognized if the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value. During the nine months ended September 30, 2026, there were no events or changes in circumstances that suggested our intangible assets’ carrying values exceeded their fair values, and as such, no impairment charges were recorded.

Previous wording

Credit variable transaction fees decreased by $8.6 million, primarily driven by a 6.5% decrease in total credit average variable transaction fee per million, partially offset by a 0.6% increase in trading volume. Rates variable transaction fees remained flat, mainly driven by a 23.1% increase in total rates average variable transaction fee per million, offset by an 18.6% decrease in trading volume. Other variable transaction fees include equities and foreign exchange commissions and, beginning in May 2025, derivative and ETF commissions earned by RFQ-hub.

Current wording

Credit variable transaction fees decreased by $4.4 million, primarily driven by a 9.3% decrease in total credit average variable transaction fee per million, partially offset by a 7.0% increase in trading volume. Rates variable transaction fees increased by $2.3 million, primarily driven by a 16.2% increase in total rates average variable transaction fee per million, and a 16.1% increase in rates trading volume. Other variable transaction fees include equities and foreign exchange commissions, and derivative and ETF commissions earned by RFQ-hub. Other variable transaction fees increased by $1.2 million, mainly due to higher trading volumes.

Previous wording

Our trading volumes for the three months ended June 30, 2026 and 2025 were as follows:

Current wording

Beginning with the release of our January 2026 trading volume statistics, we revised certain aspects of our reporting methodology for estimated market share to provide a more comprehensive view of platform activity and enhance comparability with industry peers. We now present estimated market share for U.S. high-grade and U.S. high-yield on an all-in basis, which includes single-dealer portfolio trades (“SD PT”), and no longer report estimated market share excluding SD PT. The trading volume tables below present U.S. high-grade and U.S. high-yield volumes both including and excluding SD PT. Total credit trading and total trading volumes, and the credit average variable transaction fee per million, exclude SD PT. Our trading volumes for the three months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Previous wording

Emerging markets and Eurobond volumes increased by 20.7% and 11.0%, respectively. Other credit volumes increased 5.8%, mainly due to an increase in estimated municipal bond market share. Rates trading volume decreased 3.1%, primarily due to a decrease in estimated market share.

Current wording

Emerging markets and eurobond volumes increased by 4.9% and 1.5%, respectively. Other credit volumes increased 18.2%, mainly due to an increase in estimated municipal bond market volumes and estimated market share. Rates trading volume increased 16.1%, primarily due to an increase in estimated market volumes.

Previous wording

Our average variable transaction fee per million for the three months ended June 30, 2026 and 2025 was as follows:

Current wording

Our average variable transaction fee per million for the three months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Previous wording

Credit average variable transaction fee per million decreased by 6.5% to $129 per million for the three months ended June 30, 2026, mainly due to protocol and product mix, as well as lower duration of bonds traded in U.S. high grade.

Current wording

Credit average variable transaction fee per million decreased by 9.3% to $127 per million for the three months ended September 30, 2026, mainly due to protocol and product mix, as well as lower duration of bonds traded in U.S. high grade.

Previous wording

Information Services. Information services revenue increased by $3.0 million for the three months ended June 30, 2026 primarily due to net new contract revenue.

Current wording

Information Services. Information services revenue increased by $1.4 million for the three months ended September 30, 2026 primarily due to net new contract revenue.

Previous wording

Post-Trade Services. Post-trade services revenue increased by $0.5 million for the three months ended June 30, 2026 mainly due to net new contract revenue.

Current wording

Post-Trade Services. Post-trade services revenue increased by $0.2 million for the three months ended September 30, 2026 mainly due to net new contract revenue.

Previous wording

Technology Services. Technology services revenue increased by $0.9 million for the six months ended June 30, 2026, largely driven by to higher license and connectivity fees reflecting the inclusion of RFQ-hub.

Current wording

Technology Services. Technology services revenue increased by $0.3 million for the three months ended September 30, 2026 largely driven by revenue growth in broker execution and port fees.

Previous wording

The following table summarizes our expenses for the three months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our expenses for the three months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Previous wording

Technology and communications expenses increased by $2.1 million, primarily due to investments in software and cloud hosting costs.

Current wording

Technology and communications expenses increased by $2.1 million, primarily due to investments in software, artificial intelligence tools, and cloud hosting costs.

Previous wording

General and administrative expenses increased by $0.4 million, primarily due to higher allowance for doubtful accounts and relocation costs.

Current wording

General and administrative expenses increased by $0.4 million, primarily due to increased regulatory and administrative costs incurred in connection with the pending Merger, partially offset by reduced travel costs.

Previous wording

Interest income decreased by $1.2 million, mainly driven by lower average cash balances and lower yields due to central bank rate cuts.

Current wording

Interest income decreased by $1.2 million, mainly driven by lower average cash balances.

Previous wording

Interest expense increased by $1.7 million, primarily due to borrowings on the Company’s credit facility, along with cash on hand, to fund the ASR.

Current wording

Interest expense increased by $1.3 million, primarily due to borrowings on the Company’s credit facility to fund the ASR.

Previous wording

The provision for income taxes and effective tax rate for the three months ended June 30, 2026 and 2025 were as follows:

Current wording

The provision for income taxes and effective tax rate for the three months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Previous wording

Our consolidated effective tax rate can vary from period to period depending on the geographic mix of our earnings, provisions for unrecognized tax benefits, changes in tax legislation and tax rates and the amount and timing of excess tax benefits or detriments related to share-based payments, among other factors. The decrease in the effective tax rate for the three months ended June 30, 2026 is primarily due to a benefit recognized from the remeasurement of reserves for uncertain tax positions related to prior periods, compared with accruals for unrecognized tax benefits recognized during the three months ended June 30, 2025.

Current wording

Our consolidated effective tax rate can vary from period to period depending on the geographic mix of our earnings, provisions for unrecognized tax benefits, the tax impact of merger-related costs, changes in tax legislation and tax rates, and the amount and timing of excess tax benefits or detriments related to stock-based payments, among other factors. The increase in the effective tax rate for the three months ended September 30, 2026 as compared to the effective tax rate for the three months ended September 30, 2025 is primarily due to the tax impact of merger-related costs.

Previous wording

The following table summarizes our financial results for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our financial results for the nine months ended September 30, 2026 and 2025:

Previous wording

Changes in average foreign currency exchange rates compared to the U.S. dollar had the effect of increasing revenues and expenses by $4.1 million and $3.0 million, respectively, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Changes in average foreign currency exchange rates compared to the U.S. dollar had the effect of increasing revenues and expenses by $4.3 million and $4.1 million, respectively, for nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Commissions. Our commission revenues for the six months ended June 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Current wording

Commissions. Our commission revenues for the nine months ended September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Previous wording

Credit variable transaction fees increased by $5.9 million, primarily driven by a 8.6% increase in trading volume partially offset by a decrease of 6.5% in total credit average variable transaction fee per million. Rates variable transaction fees increased by $2.0 million, driven principally by a 17.0% increase in average variable transaction fee per million, partially offset by a 3.1% decrease in trading volume. Other variable transaction fees include equities and foreign exchange commissions and, beginning in May 2025, derivative and ETF commissions earned by RFQ-hub.

Current wording

Credit variable transaction fees increased by $1.5 million, primarily driven by an 8.1% increase in trading volume, partially offset by a decrease of 7.2% in total credit average variable transaction fee per million. Rates variable transaction fees increased by $4.3 million, driven principally by a 16.7% increase in average variable transaction fee per million and a 2.6% increase in trading volume. Other variable transaction fees include equities and foreign exchange commissions and, beginning in May 2025, derivative and ETF commissions earned by RFQ-hub.

Previous wording

Emerging markets and eurobond volumes increased by 12.0% and 2.3%, respectively. Other credit volumes increased 1.9%, mainly due to an increase in estimated municipal bond market share. Rates trading volume decreased 18.6%, primarily due to a decrease in estimated market share.

Current wording

Emerging markets and eurobond volumes increased by 15.5% and 8.0%, respectively. Other credit volumes increased 10.1%, mainly due to an increase in municipal bond estimated market share. Rates trading volume increased 2.6%, primarily due to an increase in estimated market volumes.

Previous wording

Credit average variable transaction fee per million decreased by 6.5% to $130 per million for the six months ended June 30, 2026, mainly due to protocol and product mix, partially offset by higher duration of bonds traded in U.S. high grade.

Current wording

Credit average variable transaction fee per million decreased by 7.2% to $129 per million for nine months ended September 30, 2026, mainly due to protocol and product mix, as well as lower duration of bonds traded in U.S. high grade.

Previous wording

Information Services. Information services revenue increased by $4.5 million for the six months ended June 30, 2026, primarily due to net new contract revenue of $4.0 million and the positive impact of foreign currency fluctuations of $0.5 million.

Current wording

Information Services. Information services revenue increased by $5.9 million for nine months ended September 30, 2026, primarily due to net new contract revenue of $5.5 million and the positive impact of foreign currency fluctuations of $0.5 million.

Previous wording

Post-Trade Services. Post-trade services revenue increased by $1.0 million for the six months ended June 30, 2026, mainly due to the positive impact of foreign currency fluctuations of $1.1 million.

Current wording

Post-Trade Services. Post-trade services revenue increased by $1.2 million for the nine months ended September 30, 2026, mainly due to the net positive impact of foreign currency fluctuations of $1.0 million.

Previous wording

Technology Services. Technology services revenue increased by $0.3 million for the three months ended June 30, 2026 largely driven by higher license and connectivity fees reflecting the inclusion of RFQ-hub.

Current wording

Technology Services. Technology services revenue increased by $1.2 million for nine months ended September 30, 2026, largely driven by higher connectivity, licensing and broker execution fees, as well as contributions of RFQ-hub.

Previous wording

The following table summarizes our expenses for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our expenses for the nine months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Previous wording

Employee compensation and benefits increased by $5.2 million, primarily due to higher stock-based compensation expense from employee stock and option awards, as well as higher benefits and employment taxes from increased pension contributions, partially offset by lower repositioning charges.

Current wording

Employee compensation and benefits increased by $8.7 million, primarily due to retention bonus expenses, as well as higher stock-based compensation expense from employee stock and option awards, partially offset by lower repositioning charges.

Previous wording

Technology and communications expenses increased by $4.4 million, primarily due to investments in software and cloud hosting costs, as well as higher market data expenses.

Current wording

Technology and communications expenses increased by $6.5 million, primarily due to investments in software, artificial intelligence tools and cloud hosting costs, as well as higher market data expenses.

Previous wording

Marketing and advertising expenses increased by $0.5 million, primarily due to an increase in advertising expense and timing of sales-related events.

Current wording

Marketing and advertising expenses increased by $0.6 million, primarily due to timing of events and higher sales-related expenses.

Previous wording

Our other income (expense) for the six months ended June 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Current wording

Our other income (expense) for the nine months ended September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Previous wording

Interest income decreased by $4.1 million, mainly driven by lower yields due to central bank rate cuts and lower average cash balances.

Current wording

Interest income decreased by $5.3 million, mainly driven by lower average cash balances.

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Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Other, net decreased by $1.5 million, primarily driven by foreign currency transaction losses in the current period compared to foreign currency transaction gains in the prior period.