MARKETAXESS HOLDINGS INC

1. Organization and Principal Business Activity

MarketAxess Holdings Inc. (the “Company” or “MarketAxess”) was incorporated in the State of Delaware on April 11, 2000. Through its subsidiaries, MarketAxess operates leading electronic trading platforms delivering expanded liquidity opportunities, improved execution quality and significant cost savings across global fixed-income and other markets. Approximately 2,100 institutional investor and broker-dealer firms use MarketAxess’ patented trading technology to access global liquidity on its platforms in U.S. high-grade bonds, U.S. high-yield bonds, emerging market debt, eurobonds, municipal bonds, U.S. government bonds and other fixed-income securities. MarketAxess offers a diverse set of trading protocols, automated and algorithmic trading solutions, intelligent data products and a range of post-trade and technology services to provide an end-to-end trading solution to its network of platform participants. Through its Open Trading® protocols, MarketAxess executes bond trades between and among institutional investor and broker-dealer clients in the leading all-to-all anonymous trading environment for corporate bonds.

Pending Merger

On July 29, 2026, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“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 (the “Merger”). 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 of Directors of the Company (“Board”). On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). At a special meeting of the Company’s stockholders held on October 29, 2026, MarketAxess stockholders approved 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 currently is anticipated to close in the first quarter of 2027.

2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated financial information as of December 31, 2025 has been derived from audited financial statements not included herein. These unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the interim periods presented. In accordance with such rules and regulations, certain disclosures that are normally included in annual financial statements have been omitted. Interim period operating results may not be indicative of the operating results for a full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company defines cash equivalents as short-term interest-bearing investments with maturities at the time of purchase of three months or less.

Investments

The Company determines the appropriate classification of securities at the time of purchase which are recorded in the Consolidated Statements of Financial Condition on the trade date. Securities are classified as available-for-sale or trading. Available-for-sale investments are carried at fair value with unrealized gains or losses reported in accumulated other comprehensive income/(loss) in the Consolidated Statements of Financial Condition and realized gains or losses reported in other, net in the Consolidated Statements of Operations. Trading investments include U.S. Treasuries and are carried at fair value, with realized and unrealized gains or losses included in other, net in the Consolidated Statements of Operations.

The Company assesses whether an impairment loss on its available-for-sale debt securities has occurred due to declines in fair value or other market conditions. When the amortized cost basis of an available-for-sale debt security exceeds its fair value, the security is deemed to be impaired. The portion of an impairment related to credit losses is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded as a charge in the Consolidated Statements of Operations. The remainder of an impairment is recognized in accumulated other comprehensive income/(loss) if the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery.

Fair Value Measurement

Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company’s financial assets and liabilities measured at fair value on a recurring basis consist of its money market funds, trading securities, available-for-sale securities and foreign currency forward contracts. All other financial instruments are short-term in nature and the carrying amounts reported on the Consolidated Statements of Financial Condition approximate fair value.

Receivables from and Payables to Broker-dealers, Clearing Organizations and Customers

Receivables from broker-dealers, clearing organizations and customers include amounts receivable for securities not delivered by the Company to the purchaser by the settlement date (“securities failed-to-deliver”) and cash deposits held at clearing organizations and clearing brokers to facilitate the settlement and clearance of matched principal transactions. Payables to broker-dealers, clearing organizations and customers include amounts payable for securities not received by the Company from a seller by the settlement date (“securities failed-to-receive”). Securities failed-to-deliver and securities failed-to-receive for transactions executed on a matched principal basis where the Company serves as a counterparty to both the buyer and the seller are recorded on a settlement date basis within receivables from and payables to broker-dealers, clearing organizations and customers. The difference between the Company’s trade-date receivables and payables for unsettled matched principal transactions reflects commissions earned and is recorded within accounts receivable, net on a trade date basis.

Allowance for Credit Losses

All accounts receivable have contractual maturities of less thanone year and are derived from trading-related fees and commissions and revenues from products and services. The Company continually monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based on the estimated expected credit losses in accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific collection issues that have been identified. Account balances are grouped for evaluation based on various risk characteristics, including billing type, legal entity, and geographic region. The Company has elected the practical expedient whereby the Company assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing an estimate of expected credit losses. Additions to the allowance for credit losses are charged to bad debt expense, which is included in general and administrative expense in the Company’s Consolidated Statements of Operations. Balances that are determined to be uncollectible are written off against the allowance for credit losses.

The allowance for credit losses was $0.8 million and $0.7 million as of September 30, 2026 and December 31, 2025, respectively. The provision for credit losses was immaterial for each of the three and nine months ended September 30, 2026 and 2025.

Furniture, Equipment and Leasehold Improvements

Fixed assets are carried at cost less accumulated depreciation. The Company uses the straight-line method of depreciation over three toseven years. The Company amortizes leasehold improvements on a straight-line basis over the lesser of the life of the improvement or the remaining term of the lease.

Software Development Costs

The Company capitalizes certain costs associated with the development of internal use software, including, among other items, employee compensation and related benefits and third-party consulting costs at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. Once the product is ready for its intended use, such costs are amortized on a straight-line basis over three tofive years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable.

Leases

At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy and technology and communications expense in the Consolidated Statements of Operations.

Foreign Currency Translation and Forward Contracts

Assets and liabilities denominated in foreign currencies are translated using exchange rates at the end of the period; revenues and expenses are translated at average monthly rates. Gains and losses on foreign currency translation are a component of accumulated other comprehensive income/(loss) in the Consolidated Statements of Financial Condition. Transaction gains and losses are recorded in other, net in the Consolidated Statements of Operations.

The Company enters into foreign currency forward contracts to economically hedge its foreign currency transaction gains and losses. Realized and unrealized gains and losses on these forward contracts are included in other, net in the Consolidated Statements of Operations. The Company records the fair value of the forward contract asset in prepaid expenses and other assets or the fair value of the forward contract liability in accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Condition.

Revenue Recognition

The Company’s classification of revenues in the Consolidated Statements of Operations represents revenues from contracts with customers disaggregated by type of revenue. The Company hasfour revenue streams as described below.

Commission Revenue – The Company charges its broker-dealer clients variable transaction fees for trades executed on its platforms and, under certain plans, distribution fees or monthly minimum fees to use the platforms for a particular product area. Variable transaction fees are recognized on a trade date basis, are generally calculated as a percentage of the notional dollar volume of bonds traded on the platforms and vary based on the type, size, yield and maturity of the bond traded, as well as individual client incentives. Bonds that are more actively traded or that have shorter maturities generally generate lower commissions, while bonds that are less actively traded or that have longer maturities generally command higher commissions. Under the Company’s disclosed trading transaction fee plans, variable transaction fees, distribution fees and unused monthly fee commitments are invoiced and recorded on a monthly basis.

For Open Trading trades that the Company executes between and among institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller, the Company earns its commission through the difference in price between the two trades. The commission is collected upon settlement of the trade, which typically occurs within one to two trading days after the trade date. For the majority of the Company’s U.S. Treasury matched principal trades, commissions are invoiced and recorded on a monthly basis.

The Company also earns equities and foreign exchange commissions for algorithmic trading services and, following the 2025 RFQ-hub Acquisition (as defined in Note 6), derivative and exchange-traded-fund (“ETF”) commissions. These fees incorporate variable transaction fees, which are generally calculated as a percentage of the notional dollar volume traded and are billed on a monthly basis.

The following table presents commission revenue by fee type:

Information services –Information services includes data licensed to the Company’s broker-dealer clients, institutional investor clients and data-only subscribers; professional and consulting services; technology software licenses; and maintenance and support services. The nature and timing of each performance obligation may vary as these contracts are either subscription-based services transferred over time, and may be net of volume-based discounts, or one-time services that are transferred at a point in time. Revenues for services transferred over time are recognized ratably over the contract period as the Company’s performance obligation is met, whereas revenues for services transferred at a point in time are recognized in the period the services are provided. Customers are generally billed monthly, quarterly, or annually; revenues billed in advance are deferred and recognized ratably over the contract period. The following table presents information services revenue by timing of recognition:

Post-trade services –Post-trade services revenue is generated from regulatory transaction reporting, trade publication and post-trade matching services. Customers are generally billed monthly in arrears and revenue is recognized in the period transactions are processed. Revenues billed in advance are deferred and recognized ratably over the contract period. The Company also generates one-time implementation fees for onboarding clients, which are invoiced and recognized in the period the implementation is completed. The following table presents post-trade services revenue by timing of recognition:

Technology services – Technology services revenue primarily includes technology-related license and connectivity fees and revenue generated from telecommunications line charges to broker-dealer clients. Customers may be billed monthly or quarterly in arrears or in advance, and revenue is recognized in the period transactions are processed. Revenues billed in advance are deferred and recognized ratably over the contract period.

The following table presents technology services revenue by timing of recognition:

Contract liabilities consist of deferred revenues that the Company records when cash payments are received or due in advance of services to be performed. Deferred revenues are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. The revenue recognized from contract liabilities and the remaining balance is shown below:

The majority of the Company’s information services and post-trade services contracts are short-term in nature with durations of one year or less. For contracts with original durations extending beyond one year, the aggregate amount of the transaction price allocated to remaining performance obligations was $23.6 million as of September 30, 2026. The Company expects to recognize revenue associated with the remaining performance obligations over the next 34 months.

Stock-Based and Other Employee Compensation

The Company measures and recognizes compensation expense for all stock-based payment awards based on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Consolidated Statements of Operations over the requisite service period, which is typically the vesting period, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

In connection with the pending Merger, the Company established a cash 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.

Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized against deferred tax assets if it is more likely than not that such assets will not be realized in future years. Tax benefits for uncertain tax positions are recognized when it is more likely than not that the positions will be sustained upon examination based on their technical merits. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Operations. All tax effects related to stock-based payments are recorded in the provision for income taxes in the periods during which the awards are exercised or vest.

Business Combinations, Goodwill and Intangible Assets

Business combinations are accounted for under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, revenue growth rates, customer attrition rates, royalty rates, technological obsolescence, contributory asset charges and asset lives. Intangible assets are valued using various methodologies, including the relief-from-royalty method and multi-period excess earnings method.

The Company operates as a single reporting unit. Following an acquisition, goodwill no longer retains its identification with a particular acquisition, but instead becomes identifiable with the entire reporting unit. As a result, all of the fair value of the Company is available to support the value of goodwill. An impairment review of goodwill is performed on an annual basis, at year-end, or more frequently if circumstances change. Intangible assets with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized over their estimated useful lives which range fromone to 15 years using either a straight-line or accelerated amortization method based on the pattern of economic benefit the Company expects to realize from such assets. Intangible assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment.

Equity Investments and Consolidation

The Company evaluates equity investments for potential consolidation under the voting-interest or variable-interest models. The Company consolidates investees over which the Company determines it has control under the voting interest model, generally greater than 50% ownership, or for which the Company is the primary beneficiary under the variable-interest model. The Company uses the equity method of accounting when it exercises significant influence over the investee, but does not have operating control, generally between 20% and 50% ownership. Under the equity method of accounting, original investments are recorded at cost in prepaid expenses and other assets on the Consolidated Statements of Financial Condition and adjusted by the Company’s proportionate share of the investees’ undistributed earnings or losses. Equity investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.

Earnings Per Share

Basic earnings per share is computed by dividing the net income attributable to common stock by the weighted-average number of shares of common stock outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU primarily will require enhanced disclosures about certain types of expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and may be applied either on a prospective or retrospective basis. Since this ASU only requires additional disclosures, adoption of this ASU is not expected to have an impact on the Company’s financial condition, results of operations or cash flows.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU eliminates the requirement to consider the project stage of an internal-use software under development while capitalizing its development costs. Instead, under the ASU, companies are required to capitalize internal-use software development costs when management authorizes and commits to fund the software development project, and it is probable that the project will be completed and the software will be used as intended. This ASU is effective for fiscal years beginning after December 15, 2027 under a prospective, retrospective or a modified approach. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements. This ASU clarifies the applicability of Topic 270, as well as the form and content of interim financial statements, provides a comprehensive list of required interim disclosures and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, under a prospective or retrospective approach. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. This ASU contains amendments intended to correct errors in, clarify and make narrow-scope improvements to various Codification topics, including the calculation of diluted earnings per share when a loss from continuing operations exists, and the permissible methods for accounting for treasury stock retirements, among other presentation and accounting policy topics. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those years. Adoption of this ASU is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

3. Regulatory Capital Requirements

One of the Company’s U.S. subsidiaries is registered as a broker-dealer and is subject to the applicable rules and regulations of the SEC, the Financial Industry Regulatory Authority (“FINRA”) and the Commodity Futures Trading Commission (“CFTC”). These rules contain minimum net capital requirements, as defined in the applicable regulations. Certain of the Company’s foreign subsidiaries are regulated by the Financial Conduct Authority (“FCA”) in the U.K. or other foreign regulators and must maintain financial resources, as defined in the applicable regulations, in excess of the applicable financial resources requirement. As of September 30, 2026, each of the Company’s subsidiaries that are subject to these regulations had net capital or financial resources in excess of their minimum requirements. As of September 30, 2026, the Company’s subsidiaries maintained aggregate net capital and financial resources of $670.3 million, which exceeded the required levels of $44.4 million by $625.9 million.

The Company’s U.S. broker-dealer subsidiary is required to segregate funds in a special reserve bank account for the benefit of customers pursuant to Rule 15c3-3 of the Exchange Act. As of September 30, 2026, this U.S. broker-dealer subsidiary had a balance of $49.7 million in its special reserve bank account. The U.S. broker-dealer subsidiary also maintained net capital that was $346.0 million in excess of the required level of $5.4 million.

Each of the Company’s U.S. and foreign regulated subsidiaries are subject to local regulations which generally limit, or require the prior notification to or approval from such regulated entity’s principal regulator before, the repayment of borrowings from the Company or affiliates, paying cash dividends, making loans to the Company or affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources.

4. Fair Value Measurements

The following table summarizes the valuation of the Company’s assets and liabilities measured at fair value as categorized based on the hierarchy described in Note 2:

Money market funds are included in cash and cash equivalents on the Consolidated Statements of Financial Condition. Securities available-for-sale and trading securities are included in investments, at fair value on the Consolidated Statements of Financial Condition. Securities classified within Level 2 were valued using a market approach utilizing prices and other relevant information generated by market transactions involving comparable assets. The foreign currency forward and interest rate swap contracts are included in either prepaid expenses and other assets or accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition, and are classified within Level 2 as the valuation inputs are based on quoted market prices. The mutual funds held in a rabbi trust represent investments associated with the Company’s deferred cash incentive plan.

During each of the three and nine months ended September 30, 2026 and 2025, there wereno transfers of financial assets or liabilities between Level 1, Level 2 and Level 3.

The table below presents the carrying value, fair value and fair value hierarchy category of the Company’s financial assets and liabilities that are not measured at fair value on the Consolidated Statements of Financial Condition. The carrying values of the Company’s financial assets and liabilities not measured at fair value categorized in the fair value hierarchy as Level 1 and Level 2 approximate fair value due to the short-term nature of the underlying assets and liabilities.

The Company enters into foreign currency forward contracts as an economic hedge against certain foreign currency transaction gains and losses in the Consolidated Statements of Operations. These forward contracts are for three-month periods and are used to limit exposure to foreign currency exchange rate fluctuations. The Company also enters into interest rate swap agreements to manage its exposure to the effect of interest rate changes on its unrealized gains and losses on U.S. Treasury investments. For both foreign currency forward contracts and interest rate swaps, the Company records the fair values of the asset in prepaid expenses and other assets or the fair value of the liability in accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Condition. The following table summarizes the Company’s foreign currency forward positions and interest rate swaps:

Realized and unrealized gains and losses on foreign currency forward contracts and interest rate swaps are included in other, net in the Consolidated Statements of Operations. The following table summarizes the realized and unrealized gains and losses on foreign currency forward contracts and interest rate swaps:

The Company records restricted cash collateral deposits with its counterparty bank in prepaid expenses and other assets on the Consolidated Statements of Financial Condition. As of September 30, 2026, the Company maintained a cash collateral deposit of $2.9 million with its counterparty bank.

The following table summarizes the Company’s investments:

Purchases of investments during the nine months ended September 30, 2026 and 2025 were $11.1 million and $59.0 million, respectively. Proceeds from the sales and maturities of investments during the nine months ended September 30, 2026 and 2025 were $8.6 million and $58.4 million, respectively.

The following table summarizes the Company’s unrealized and realized gains and losses on investments:

Unrealized gains and losses on securities available-for-sale are included in accumulated other comprehensive income/(loss) on the Consolidated Statements of Financial Condition. Realized gains and losses on securities available-for-sale and realized and unrealized gains and losses on trading securities are included in other, net on the Consolidated Statements of Operations.

The following table summarizes the fair value of the Company’s corporate debt and U.S. Treasury investments based upon the contractual maturities:

The following table provides fair values and unrealized losses on the Company’s available-for-sale investments and the aging of securities’ continuous unrealized loss positions:

During each of the three and nine months ended September 30, 2026 and 2025, the Company didnot recognize any credit losses on its available-for-sale securities. The unrealized losses on securities are due to changes in interest rates and market liquidity.

5. Receivables from and Payables to Broker-dealers, Clearing Organizations and Customers

Receivables from and payables to broker-dealers, clearing organizations and customers consisted of the following:

6. Acquisitions and Equity Investments

RFQ-hub Holdings LLC Acquisition

In May 2022, the Company acquired a minority ownership stake in RFQ-hub Holdings LLC (“RFQ-hub”), an entity formed with a consortium of market participants to support the growth of a multi-asset request for quote platform. In April 2024, the Company entered into a Unit Purchase Agreement with Virtu Financial Operating LLC and RFQ-hub to purchase a controlling stake of RFQ–hub (the “2025 RFQ-hub Acquisition”). The 2025 RFQ-hub Acquisition was completed on May 9, 2025 (the “Acquisition Date”).

Between May 2022 and the Acquisition Date, the Company possessed significant influence over RFQ-hub and accounted for its investment under the equity method of accounting. The Company’s investment was recorded at carrying value within prepaid expenses and other assets on the Consolidated Statements of Financial Condition and the Company’s proportionate share of RFQ-hub’s net earnings was recorded within equity in earnings of unconsolidated affiliate on the Consolidated Statements of Operations.

Following the Acquisition Date, the Company held a 90.3% controlling stake in RFQ-hub, subject to the call and put rights and incentive agreements described below under “−Redeemable Noncontrolling Interest.” The 2025 RFQ-hub Acquisition was accounted for as a business combination under ASC 805, Business Combinations. The 2025 RFQ-hub Acquisition cash consideration totaled $38.1 million.

The Company has performed a valuation analysis of the fair market values of its previously-held interests in RFQ-hub and of the assets and liabilities of RFQ-hub and its wholly-owned subsidiaries. During the third quarter of 2025, the Company made measurement period adjustments to the purchase price and fair values of assets acquired. The following table sets forth the final components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed:

RFQ-hub’s assets and liabilities were measured at estimated fair values on the Acquisition Date. Estimates of fair value represent management’s best estimate and require significant judgment about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities. The redeemable noncontrolling interests were valued using an option pricing model. The acquired developed technology and customer relationships intangible assets were valued using the relief-from-royalty method and multi-period excess earnings method, respectively. Determining the fair value of the developed technology and customer relationships intangible assets required judgment and involved the use of significant estimates and assumptions, including assumptions related to discount rates, revenue growth rates, customer attrition rates, royalty rates, technological obsolescence, contributory asset charges and asset lives. The fair values of the intangible assets acquired are as follows:

The goodwill recognized in connection with the 2025 RFQ-hub Acquisition is primarily attributable to the acquisition of an assembled workforce and expected future technology and synergies from the integration of the operations of RFQ-hub into the Company’s operations. Approximately $19.5 million of the goodwill recognized in connection with the 2025 RFQ-hub Acquisition is expected to be deductible for income tax purposes.

Pro forma financial information and current period results for the 2025 RFQ-hub Acquisition were not material to the Company’s consolidated financial statements and therefore have not been presented.

Redeemable Noncontrolling Interest

The Second Amended and Restated Limited Liability Company Agreement of RFQ-Hub Holdings LLC (the “RFQ-hub LLC Agreement”) contains a call right under which the Company may, during certain pre-set periods, require the noncontrolling equity holders of RFQ-hub to sell their interest to the Company at the fair market value of RFQ-hub as determined at the time this right is exercised (the “Call Right”). The RFQ-hub LLC Agreement also contains a put right under which the noncontrolling equity holders may, during certain periods after expiration of the availability of the Call Right, require the Company to purchase their interests at the fair market value of RFQ-hub as determined at the time this right is exercised. The redeemable noncontrolling interest is classified as temporary equity on the Consolidated Statements of Financial Condition and is recorded at fair value.

In addition, pursuant to certain incentive agreements, the Company and the noncontrolling equity holders of RFQ-hub may earn additional equity interests in RFQ-hub based on certain performance metrics. The Company records expense for the additional equity interests earned by the noncontrolling equity holders based on the fair market value of these equity units as of the Acquisition Date. The expense recorded by the Company for the nine months ended September 30, 2026 was $2.0 million and is included within other, net on the Consolidated Statements of Operations, with a corresponding increase to redeemable noncontrolling interest.

The following table is a summary of the changes in redeemable noncontrolling interest for thenine months ended September 30, 2026:

7. Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives were $283.7 million as of each of September 30, 2026 and December 31, 2025.

Intangible assets with definite lives, including the related accumulated amortization, are comprised of the following:

Amortization expense associated with identifiable intangible assets was $4.9 million and $5.5 million for the three months ended September 30, 2026 and 2025, respectively, and $14.8 million and $14.7 million for the nine months ended September 30, 2026 and 2025, respectively. Annual estimated total amortization expense is $19.6 million, $18.3 million, $16.7 million, $15.7 million and $11.1 million for the years ended December 31, 2026 through 2030, respectively.

8. Income Taxes

The Company’s provision for income taxes includes U.S. federal, state and local, and foreign taxes. The provision for income taxes was$20.8 million and$25.4 million for the three months ended September 30, 2026 and 2025, respectively and$68.0 million and$132.7 million for the nine months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rate was 27.8% and 27.1% for the three months ended September 30, 2026 and 2025, respectively, and 25.3% and 46.2% for the nine months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rate can vary from period to period depending on the geographic mix of our earnings, the tax impact of merger-related costs, changes in tax legislation and tax rates, changes in unrecognized tax benefits and the amount and timing of excess tax benefits related to stock-based payments, among other factors. The provision for income taxes includes unfavorable adjustments related to the tax impact of merger-related costs of $1.8 million and $2.3 million for three and nine months ended September 30, 2026, respectively.

The Company or one of its subsidiaries files U.S. federal, state and foreign income tax returns. On August 18, 2026, the Company entered into a closing agreement with New York City regarding its tax liability for the 2015-2023 period. As a result, the Company is no longer subject to income tax examination by New York City for years before 2024. Generally, the Company is no longer subject to examinations by tax authorities for years prior to 2021.

9. Stock-Based and Other Employee Compensation Plans

The Company maintains the MarketAxess Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock units, performance stock units (collectively “Full Value Awards”), stock options and other stock-based awards as incentives to encourage employees, non-employee directors and consultants to participate in the long-term success of the Company. As of September 30, 2026, there were 2,297,697 shares available for grant under the 2020 Plan.

Total stock-based compensation expense was as follows:

The Company records stock-based compensation expense for employees in employee compensation and benefits and for non-employee directors and consultants in general and administrative expenses in the Consolidated Statements of Operations. Total stock-based compensation for employees includes $0.6 million and $0.5 million of capitalized software development costs for the three months ended September 30, 2026 and 2025, respectively and $1.6 million and $1.2 million of capitalized software development costs for the nine months ended September 30, 2026 and 2025, respectively.

During the nine months ended September 30, 2026, the Company granted (i)185,419 restricted stock units, (ii)21,736 stock options and (iii) performance stock units with an expected pay-out at target of 46,568 shares of common stock. The fair values of the restricted stock units and performance stock units were based on a weighted-average fair value per unit at the grant date of $172.62 and $179.36, respectively. The weighted-average fair value for stock options of $51.47 per share was based on the Black-Scholes option pricing model.

As of September 30, 2026, the total unrecognized compensation cost related to all non-vested awards was $52.7 million. That cost is expected to be recognized over a weighted-average period of 1.7 years.

Employee Stock Purchase Plan

The Company maintains the MarketAxess Holdings Inc. 2022 Employee Stock Purchase Plan (the “ESPP”). During the nine months ended September 30, 2026, the Company issued 9,535 shares of common stock under the ESPP. Pursuant to the terms of the Merger Agreement, the Company has discontinued future offerings under the ESPP.

Retention Bonus Program

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 theestimated requisite service period could result in a material acceleration or deferral of compensation expense in future periods.

10. Earnings Per Share

The following table sets forth basic and diluted weighted average shares outstanding used to compute earnings per share:

Stock options and Full Value Awards totaling 330,610 shares and 133,720 shares for the three months ended September 30, 2026 and 2025, respectively, and 368,759 and 199,481 shares for the nine months ended September 30, 2026 and 2025, respectively were excluded from the computation of diluted earnings per share because their effect would have been antidilutive. The computation of diluted shares can vary among periods due, in part, to the change in the average price of the Company’s common stock.

11. Credit Agreement and Short-term Financing

Credit Agreement

On February 4, 2026, the Company entered into an amended and restated three-year revolving credit facility (the “Credit Agreement”) provided by a syndicate of lenders and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent. The Credit Agreement provides for aggregate commitments totaling $750.0 million (the “Credit Facility”), consisting of a revolving credit facility, a $5.0 million letter of credit sub-limit for standby letters of credit and a $380.0 million sub-limit for swingline loans, and matures on February 2, 2029, with the Company’s option to request up to two additional 364-day extensions at the discretion of each lender and subject to customary conditions. The Credit Agreement requires that the Company satisfy certain covenants, including a requirement not to exceed a maximum consolidated total leverage ratio.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to an alternate base rate or the adjusted term SOFR rate, plus an applicable margin that varies with the Company’s consolidated total leverage ratio. During the nine months ended September 30, 2026, the Company repaid $128.0 million of borrowings under the Credit Agreement. Additionally, the Company incurred $1.2 million and $5.6 million of interest expense during the three andnine months ended September 30, 2026 and incurredno interest expense under the Credit Agreement for the three andnine months ended September 30, 2025.

As of September 30, 2026, the Company had $92.0 million of borrowings and $0.1 million in letters of credit outstanding and $657.9 million in available borrowing capacity under the Credit Agreement.

Uncommitted Collateralized Agreements

In connection with their self-clearing operations, certain of the Company’s U.S. and U.K. operating subsidiaries maintain agreements with a settlement bank to allow the subsidiaries to borrow in the aggregate of up to $500.0 million on an uncommitted basis, collateralized by eligible securities pledged by the subsidiaries to the settlement bank, subject to certain haircuts. Borrowings under these agreements will bear interest at abase rate per annum equal to 1.00% plus the higher of (i) the upper range of the Federal Funds Rate, (ii) one-month SOFR plus an applicable margin or (iii)0.25%.

The Company incurred $0.1 million of interest expense on borrowings under such agreements during thenine months ended September 30, 2026. No interest expense was incurred under such agreements during thethree months ended September 30, 2026 and the three and nine months ended September 30, 2025. As of September 30, 2026, the Company hadno borrowings outstanding and up to $500.0 million in available uncommitted borrowing capacity under such agreements.

Short-term Financing

Under arrangements with their settlement banks, certain of the Company’s U.S. and U.K. operating subsidiaries may receive overnight financing in the form of bank overdrafts. The Company incurred interest expense on such overnight financing of $0.2 million and $0.2 million during thethree months ended September 30, 2026 and 2025, respectively, and $0.6 million during thenine months ended September 30, 2026 and $0.5 million fornine months ended September 30, 2025. As of September 30, 2026, the Company hadno overdrafts payable outstanding.

12. Leases

The Company has operating leases for corporate offices with initial lease terms ranging fromone year to 15 years. Certain leases contain options to extend the initial term at the Company’s discretion. The Company accounts for theoption to extend when it is reasonably certain of being exercised. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants. The Company also has operating leases for equipment with initial lease terms ranging fromone year tofive years.

The following table presents the components of operating lease expense for thethree and nine months ended September 30, 2026 and 2025:

The Company determines whether an arrangement is, or includes, a lease at contract inception. Lease right-of-use assets and liabilities are recognized at commencement date and are initially measured based on the present value of lease payments over the defined lease term. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the lease inception date in determining the present value of lease payments.

The weighted average remaining lease term and weighted average discount rate are as follows:

The following table presents the maturity of lease liabilities as of September 30, 2026:

13. Commitments and Contingencies

Legal

In the normal course of business, the Company and its subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations. The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings, if any, utilizing the latest information available. For matters where it is probable that the Company will incur a material loss and the amount can be reasonably estimated, the Company will establish an accrual for the loss. Once established, the accrual will be adjusted to reflect any relevant developments. When a loss contingency is not both probable and estimable, the Company does not establish an accrual.

Based on currently available information, the outcome of the Company’s outstanding matters is not expected to have a material adverse impact on the Company’s financial position. It is not presently possible to determine the ultimate exposure to these matters, and there is no assurance that the resolution of the outstanding matters will not significantly exceed any reserves accrued by the Company. See Note 17 for a discussion of litigation and stockholder demands related to the pending Merger.

Other

The Company, through certain of its subsidiaries, executes securities transactions between its institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades. The Company’s operating subsidiaries settle such transactions pursuant to their self-clearing operations or through the use of third-party clearing brokers or settlement agents. Settlement typically occurs within one to two trading days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. Under both the self-clearing and the third-party clearing models, the Company may be exposed to credit risk in the event a counterparty does not fulfill its obligation to complete a transaction or if there is an error in executing a matched principal transaction. Pursuant to the terms of the securities clearing agreements, each third-party clearing broker has the right to charge the Company for any losses they suffer resulting from a counterparty’s failure on any of the Company’s trades. The Company did not record any liabilities or losses with regard to counterparty failures for thenine months ended September 30, 2026 and 2025.

In the normal course of business, the Company enters into contracts that contain a variety of representations, warranties and indemnification provisions. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss to be remote.

14. Share Repurchase Programs

In August 2024, the Board authorized a share repurchase program for up to $200.0 million (the “2024 Repurchase Program”). In December 2025, the Board authorized a share repurchase program for up to an additional $400.0 million (the “2025 Repurchase Program” and, together with the 2024 Repurchase Program, the “Repurchase Programs”). The Repurchase Programs do not have an expiration date. During the nine months ended September 30, 2026, the Company repurchased 359,782 shares of common stock under the Repurchase Programs at a cost of $60.0 million. Shares repurchased under the Repurchase Programs will be held in treasury for future use.

On December 9, 2025, the Company entered into an accelerated stock repurchase agreement (the “ASR”) with JPMorgan for $300.0 million. Final settlement of the ASR occurred on February 4, 2026. The 2024 Repurchase Program was exhausted by the ASR.

As of September 30, 2026, the Company had $205.0 million of remaining capacity under the 2025 Repurchase Program. The Merger Agreement restricts the Company from repurchasing shares of its common stock during the pendency of the Merger, subject to limited exceptions.

15. Segment and Geographic Information

The Company’s end-to-end trading solutions compriseone reportable segment. The Company’s end-to-end trading solutions segment includes the operation of electronic platforms for the trading of fixed-income and other securities and related data, analytics, compliance tools, post-trade services and technology services. The Company derives revenue primarily in North America and Europe and manages its business activities on a consolidated basis. The Company considers its operations to constitute a single business segment due to the highly integrated nature of these products and services within the trading lifecycle, the use of a single inter-connected suite of technology solutions underlying all services, the financial markets in which the Company competes and the Company’s worldwide business activities.

The accounting policies of the Company’s reportable segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) assesses performance of the Company overall and decides how to allocate resources based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Statements of Financial Condition as total assets. The Company’s CODM is its Chief Executive Officer. The CODM uses net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Company’s end-to-end trading solutions or into other areas, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The significant segment expenses and net income reviewed by the CODM conform to the presentation of such items in the Consolidated Statements of Operations.

For the three and nine months ended September 30, 2026 and 2025, the U.K. was the only individual foreign country in which the Company had operations that accounted for 10.0% or more of total revenues. No individual foreign country in which the Company had operations accounted for 10% or more of long-lived assets. Revenues and long-lived assets are attributed to a geographic area based on the location of the client trading activity and receipt of services. Long-lived assets are defined as furniture, equipment, leasehold improvements and capitalized software. Revenues for the three and nine months ended September 30, 2026 and 2025, and long-lived assets as of September 30, 2026 and December 31, 2025 were as follows:

16. Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents together with restricted or segregated cash as reported within the Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Consolidated Statements of Cash Flows:

17. Subsequent Events

Between October 6, 2026 and October 15, 2026, three complaints were filed in New York state courts by purported stockholders of the Company in connection with the Merger. As of October 23, 2026, the Company had also received fifteen demand letters from purported stockholders in connection with the Merger, as well as one stockholder request for Company books and records pursuant to 8 Del. C. § 220. The complaints and demand letters variously allege that the Company’s preliminary or definitive proxy statement relating to the Merger omitted material information, and the complaints seek, among other things, to enjoin the consummation of the Merger until additional disclosure is made. One of the complaints also asserts claims for breach of fiduciary duty against the Company’s directors and a claim for aiding and abetting against Parent. The Company believes the claims are without merit and that no supplemental disclosures were required under applicable law. However, to avoid the risk that the litigation and demands could delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, the Company, without admitting any liability or wrongdoing, voluntarily filed supplemental disclosures on a Current Report on Form 8-K on October 23, 2026. Additional lawsuits may be filed and additional demand letters may be received in connection with the Merger. The Company does not expect the resolution of these matters to have a material impact on its consolidated financial statements.

On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period applicable to the Merger under the HSR Act. On October 29, 2026, at a special meeting of the Company’s stockholders, the MarketAxess stockholders approved the adoption of the Merger Agreement.

Consummation of the Merger remains subject to the receipt of required regulatory approvals and the satisfaction or waiver of the remaining customary closing conditions set forth 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 during the first quarter of 2027.