Skip to main content

Cboe Global Markets, Inc.

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

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, 2025 · Filed Oct 31, 2025

CBOE$353.27+0.1%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 2025-06-30; filed 2025-08-01.

0001628280-25-037149

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001628280-25-047680

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 258 previous paragraphs and 268 current paragraphs.

151 unchanged; 89 reworded; 25 added; 17 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 24 previous and 24 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 (25)

Current report

On July 23, 2025, the Company announced its decision to wind down Cboe's Japanese equities business, including the operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform. The Company suspended operations for these businesses on August 29, 2025 and expects to formally close the businesses subject to consultation with regulators.

Current report

On September 30, 2025, the Company announced the appointment of two industry veterans to lead its Derivatives and Data Vantage businesses. Effective October 1, 2025, Rob Hocking rejoined as Executive Vice President, Global Head of Derivatives, and Brian McElligott joined as Senior Vice President, Global Head of Cboe Data Vantage. Mr. Hocking succeeded Cathy Clay who departed the company for a new opportunity.

Current report

•the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies;

Current report

•implementation of the SEC's reduced equity access fee cap may lead to decreased exchange trading, and reduced transaction fee revenue;

Current report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Current report

The following summarizes changes in certain operational and financial metrics for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:

Current report

Note, in the third quarter of 2025, the Company replaced U.S. Equities - Exchange total touched shares with total matched shares for each period presented, aligning the metric with externally reported volume summaries. The impact of this change is immaterial.

Current report

Derivatives markets revenue increased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in transaction and clearing fees. Transaction and clearing fees increased primarily due to a 26% increase in multi-listed options ADV and a 16% increase in index options ADV.

Current report

Section 31 fees decreased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a 100% decrease in the Section 31 fee rate, from an average rate of $27.80 per million dollars of covered sales for the three months ended September 30, 2024 to an average rate of $0 per million dollars of covered sales for the three months ended September 30, 2025, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Section 31 fees decreased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a 22% decrease in the Section 31 fee rate, from an average rate of $17.50 per million dollars of covered sales for the nine months ended September 30, 2024 to an average rate of $13.68 per million dollars of covered sales for the nine months ended September 30, 2025, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Section 31 fees cost of revenues is directly offset by Section 31 regulatory fees revenue.

Current report

Derivatives markets revenues less cost of revenues increased for the three months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in net transaction and clearing fees driven by a 31% increase in multi-listed options ADV and a 15% increase in index options ADV, partially offset by a decrease in net transaction and clearing fees in the Futures segment primarily due to a 27% decrease in ADV.

Current report

Derivatives markets revenues less cost of revenues increased for the nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in net transaction and clearing fees driven by a 26% increase in multi-listed options ADV and a 16% increase in index options ADV, partially offset by a decrease in net transaction and clearing fees in the Futures segment primarily due to an 11% decrease in ADV.

Current report

Acquisition-related costs increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in professional fees.

Current report

Impairment of assets increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to the impairment of Cboe Japan's assets of $4.5 million during the three months ended September 30, 2025 as a result of the wind down of the Company's Japanese equities business.

Current report

Interest expense increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in Cboe Clear Europe commitment fees.

Current report

Interest income increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to income from U.S. treasury bills as a result of additional investments of cash and cash equivalents.

Current report

Other income (expense), net increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a $1.9 million increase in dividend income from the Company's minority ownership of Vest Group, Inc., coupled with a $1.2 million impairment charge for the Company's minority investment in StratiFi Technologies Inc. recorded in 2024, which did not recur in 2025.

Current report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Current report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Current report

Revenues less cost of revenues increased $39.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to an increase in net transaction and clearing fees driven by a 36% increase in Cboe European Equities matched ADNV, coupled with a 22% increase in Cboe Clear Europe net settlement volumes. For the nine months ended September 30, 2025, operating income for the Europe and Asia Pacific segment increased $12.5 million compared to the nine months ended September 30, 2024 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $27.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to increases in impairment of Cboe Japan's assets, and compensation and benefits.

Current report

On July 23, 2025, the Company announced its decision to wind down Cboe’s Japanese equities business, including the operations of its Cboe Japan proprietary trading system and Cboe BIDS Japan block trading platform. The Company suspended operations for these businesses on August 29, 2025 and expects to formally close the businesses subject to consultation with regulators. As a result, the Company recorded an impairment charge of $4.5 million and $21.6 million related to indefinite-lived intangible assets and technology-related software for the three and nine months ended September 30, 2025, respectively.
Removed paragraphs (17)

Previous report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the three and six month periods ended June 30, 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Previous report

The following summarizes changes in certain operational and financial metrics for the six months ended June 30, 2025, compared to the six months ended June 30, 2024:

Previous report

(15)Net capture per matched notional value refers to transaction fees less liquidity payments in Japanese yen divided by the product of ADNV in Japanese yen of shares matched on Cboe Japan and the number of Japanese Equities trading days.

Previous report

Derivatives markets revenue increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to an increase in transaction and clearing fees. Transaction and clearing fees increased primarily due to a 22% increase in multi-listed options ADV and a 17% increase in index options ADV.

Previous report

Section 31 fees increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a 27% increase in U.S. equity exchanges notional volumes, partially offset by a 21% decrease in the Section 31 fee rate, from an average rate of $16.70 per million dollars of covered sales for the three months ended June 30, 2024 to an average rate of $13.24 per million dollars of covered sales for the three months ended June 30, 2025. Section 31 fees increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a 66% increase in the Section 31 fee rate, from an average rate of $12.35 per million dollars of covered sales for the six months ended June 30, 2024 to an average rate of $20.52 per million dollars of covered sales for the six months ended June 30, 2025.

Previous report

Derivatives markets revenues less cost of revenues increased for the three months ended June 30, 2025 compared to the same periods in 2024 primarily due to an increase in net transaction and clearing fees driven by a 22% increase in multi-listed options ADV and a 17% increase in index options ADV.

Previous report

Derivatives markets revenues less cost of revenues increased for the six months ended June 30, 2025 compared to the same periods in 2024 primarily due to an increase in net transaction and clearing fees driven by a 23% increase in multi-listed options ADV and a 17% increase in index options ADV.

Previous report

Interest expense was relatively flat for the three and six months ended June 30, 2025 compared to the same periods in 2024.

Previous report

(Loss) earnings on investments, net increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a $26.6 million gain in the equity earnings on the Company’s investment in 7Ridge Fund (which owns Trading Technologies) recorded in 2024 compared to a $6.6 million loss recorded in 2025.

Previous report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the three and six month periods ended June 30, 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Previous report

(1)The Digital segment results are prospectively included in the Futures segment beginning in the first quarter of 2025. Digital results from the three and six month periods ended June 30, 2024 have been retained in the former Digital segment for comparative purposes. See Note 1 (“Organization and Basis of Presentation”) for additional information.

Previous report

Revenues less cost of revenues increased $16.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to an increase in net transaction and clearing fees driven by a 43% increase in Cboe European Equities matched ADNV, coupled with a 19% increase in Cboe Clear Europe net settlement volumes and an increase in other revenue due to an increase in Cboe Clear Europe net interest income. For the three months ended June 30, 2025, operating income for the Europe and Asia Pacific segment decreased $4.4 million compared to the three months ended June 30, 2024 primarily due to an increase in operating expenses, partially offset by an increase in revenues less cost of revenues. Operating expenses increased $20.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to an increase in impairment of intangible assets.
Reworded paragraphs (89)

Previous wording

Cboe’s subsidiaries include the largest options exchange and the third largest equities exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

Current wording

Cboe’s subsidiaries include the largest options exchange and the third largest equities exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest equities exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe and Canada, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, formerly an operator of trading venues in Japan, Cboe Clear U.S., an operator of a regulated clearinghouse, and Cboe Canada, a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

Previous wording

On May 1, 2025, the Company announced that its Board of Directors appointed longtime global financial markets executive Craig S. Donohue as the Company's new Chief Executive Officer and a member of the Board, effective May 7, 2025. Mr. Donohue succeeds Fredric J. Tomczyk who, as previously announced, will step down as Chief Executive Officer and remain on the Board.

Current wording

On May 1, 2025, the Company announced that its Board of Directors appointed longtime global financial markets executive Craig S. Donohue as the Company's new Chief Executive Officer and a member of the Board, effective May 7, 2025. Mr. Donohue succeeded Fredric J. Tomczyk who, as previously announced, has stepped down as Chief Executive Officer and will remain on the Board.

Previous wording

Segment performance is primarily evaluated on operating income (loss). The CODM uses segment operating income (loss) to allocate resources (which includes, but is not limited to: employees, financial, or capital resources). The Company's CODM does not assess assets or income and expenses below operating income (loss) at the segment-level as key performance metrics. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. The Company's CODM primarily reviews operating expenses at the consolidated level for purposes of evaluating actual results versus budgets.

Current wording

Segment performance is primarily evaluated on operating income (loss). The CODM uses segment operating income (loss) to allocate resources, including but not limited to employees, financial, and capital resources. The Company's CODM does not assess assets or income and expenses below operating income (loss) at the segment-level as key performance metrics. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. The Company's CODM primarily reviews operating expenses at the consolidated level for purposes of evaluating actual results versus budgets.

Previous wording

Digital) under unified leadership with the Global Head of Clearing and continues to facilitate the clearing of cash-settled margin Bitcoin and Ether futures contracts. The Company retained and presented Digital as a reportable segment through December 31, 2024. As of January 1, 2025, the Company prospectively reorganized the Digital operating segment results into the Futures reporting segment as the Company expected to transition its cash-settled margin Bitcoin and Ether futures contracts, formerly available for trading on the Cboe Digital Exchange to CFE, which was completed on June 9, 2025. Cboe Digital Exchange no longer lists or trades any products. Comparative-period results have not been recast as the historic results of the Digital segment were not material, nor do they materially impact the financial results, trends, or forecasts of the Futures segment. As a result, for the three and six months ended June 30, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 (“Organization and Basis of Presentation”) and Note 14 (“Segment Reporting”) for more information.

Current wording

On April 25, 2024, the Company announced plans to refocus the digital asset business to leverage its core strengths in derivatives, technology, and product innovation. Effective May 31, 2024, the Cboe Digital spot market closed for all participant and trading purposes. The Company has brought Cboe Clear U.S. under unified leadership with the Global Head of Clearing and continues to facilitate the clearing of cash-settled margin Bitcoin and Ether futures contracts. The Company retained and presented Digital as a reportable segment through December 31, 2024. As of January 1, 2025, the Company prospectively reorganized the Digital operating segment results into the Futures reporting segment as the Company expected to transition its cash-settled margin Bitcoin and Ether futures contracts, formerly available for trading on the Cboe Digital Exchange to CFE, which was completed on June 9, 2025. Cboe Digital Exchange no longer lists or trades any products. Comparative-period results have not been recast as the historic results of the Digital segment were not material, nor do they materially impact the financial results, trends, or forecasts of the Futures segment. As a result, for the three and nine months ended September 30, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 (“Organization and Basis of Presentation”) and Note 14 (“Segment Reporting”) for more information.

Previous wording

Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Japan. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks, a Large-in-Scale (“LIS”) trading negotiation facility and predominantly for UK and Swiss symbols. Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with the exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols. Cboe Europe Derivatives, a pan-European derivatives platform, offers futures and options based on Cboe Europe equity indices, and single stock options. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear SFT. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

Current wording

Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, including exchange traded funds, exchange traded notes, and exchange traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and formerly, Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occurred on the BIDS Trading platform in Japan. Cboe Europe operates lit and dark books, a periodic auctions book, a closing cross book, and two BIDS orderbooks; a Large-in-Scale (“LIS”) trading negotiation facility and - predominantly for UK and Swiss symbols - a volume-weighted average price (“VWAP”) trajectory crossing facility. Cboe NL, based in Amsterdam, operates similar business functionality to that offered by Cboe Europe (with the exception of Trajectory Crossing), and provides for trading only in European Economic Area (“EEA”) symbols. Cboe Europe Derivatives, a pan-European derivatives platform, offers futures and options based on Cboe Europe equity indices and single stock options. Cboe Clear Europe offers the clearing of equity and equity-like instruments for Cboe-operated and other regulated trading venues, the clearing of derivative transactions executed on CEDX, and has recently introduced a service to clear SFT. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and, formerly, Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

Previous wording

Comparative-period results have been presented for historical purposes but have not been recast as the historic results of the Digital segment were not material, nor do they materially impact the financial results, trends, or forecasts of the Futures segment. As a result, for the three and six months ended June 30, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 (“Organization and Basis of Presentation”) and Note 14 (“Segment Reporting”) for more information.

Current wording

Comparative-period results have been presented for historical purposes but have not been recast as the historic results of the Digital segment were not material, nor do they materially impact the financial results, trends, or forecasts of the Futures segment. As a result, for the three and nine months ended September 30, 2025, operating results included within the Digital operating segment are presented within the Futures reporting segment. See Note 1 (“Organization and Basis of Presentation”) and Note 14 (“Segment Reporting”) for more information.

Previous wording

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Global Indices Feed (“CGIF”).

Current wording

Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products, usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Global Indices Feed.

Previous wording

Technology support services consists primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.

Current wording

Technology support services consist primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data, and off-site system hosting fees.

Previous wording

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.

Current wording

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory, audit, and tax advisory services, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.

Previous wording

Impairment of intangible assets consists of charges to impair intangible assets if the carrying value exceeds the fair value.

Current wording

Impairment of assets consists of charges to impair indefinite or long-lived assets if the carrying value exceeds the fair value.

Previous wording

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other (expenses) income. These activities primarily include interest earned on the investing of excess cash, commitment fees and interest expense related to outstanding debt facilities, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, realized gains and losses related to the Company’s previously held minority investments, income earned related to the Company’s minority investments, and equity earnings or losses from our investments in other business ventures.

Current wording

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other income (expenses). These activities primarily include interest earned on the investing of excess cash, commitment fees and interest expense related to outstanding debt facilities, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, unrealized and realized gains and losses related to the Company’s minority investments, income or losses earned related to the Company’s minority investments, and equity earnings or losses from our investments in other business ventures.

Previous wording

The following summarizes changes in financial performance for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024. “YTD” represents the six month periods ended June 30, 2025 and 2024, respectively:

Current wording

The following summarizes changes in financial performance for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. “YTD” represents the nine month periods ended September 30, 2025 and 2024, respectively:

Previous wording

(1)Adjusted operating income is defined as operating income before acquisition-related costs, amortization of acquired intangible assets, Cboe Digital syndication wind down, change in contingent consideration, executive compensation adjustment, costs related to Cboe Digital wind down, and impairment of intangible assets. Operating EBITDA is defined as operating income before depreciation and amortization. EBITDA is defined as income before interest, net, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, executive compensation adjustment, change in contingent consideration, costs related to Cboe Digital wind down, earnings on investments adjustments, gain on Cboe Digital non-recourse notes and warrants wind down, Cboe Digital syndication wind down, gain on sale of property held for sale, impairment of intangible assets, and impairment of investment. Adjusted operating EBITDA is calculated by adding back to Operating EBITDA acquisition-related costs, Cboe Digital syndication wind down, change in contingent consideration, executive compensation adjustment, costs related to Cboe Digital wind down, and impairment of intangible assets. Operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors, and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA differently than we do. Operating EBITDA, EBITDA, adjusted EBITDA, adjusted operating income, and adjusted operating EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Current wording

(1)Adjusted operating income is defined as operating income before relevant adjustments. Operating EBITDA is defined as operating income before depreciation and amortization. EBITDA is defined as income before interest, net, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before relevant adjustments. Adjusted operating EBITDA is calculated by adding back to Operating EBITDA relevant adjustments. Relevant adjustments are detailed in the reconciliations that follow. Operating EBITDA, operating EBITDA margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income, adjusted operating margin, adjusted operating EBITDA, and adjusted operating EBITDA margin do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented operating EBITDA, operating EBITDA margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income, adjusted operating margin, adjusted operating EBITDA, and adjusted operating EBITDA margin because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors, and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate operating EBITDA, operating EBITDA margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income, adjusted operating margin, adjusted operating EBITDA, and adjusted operating EBITDA margin differently than we do. Operating EBITDA, operating EBITDA margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income, adjusted operating margin, adjusted operating EBITDA, and adjusted operating EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Previous wording

(7)Adjusted earnings is defined as net income adjusted for amortization of acquired intangible assets, acquisition-related costs, executive compensation adjustment, costs related to Cboe Digital wind down, earnings on investments adjustments, gain on revaluation of Cboe Digital non-recourse notes and warrants wind down, Cboe Digital syndication wind down, gain on sale of property held for sale, impairment of intangible assets, impairment of investment, the tax effect of adjustments, certain tax reserve changes, valuation allowances, and net income or loss allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income or loss, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors, and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

Current wording

(7)Adjusted earnings is defined as net income before relevant adjustments. Relevant adjustments are detailed in the reconciliation that follows. Adjusted earnings does not represent, and should not be considered as, an alternative to net income or loss, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors, and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

Previous wording

The following is a reconciliation of operating income to adjusted operating income (in millions) for the three and six months ended June 30, 2025 and 2024, respectively:

Current wording

The following is a reconciliation of operating income to adjusted operating income (in millions) for the three and nine months ended September 30, 2025 and 2024, respectively:

Previous wording

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA (in millions) for the three and six months ended June 30, 2025 and 2024, respectively:

Current wording

The following is a reconciliation of operating income to operating EBITDA and adjusted operating EBITDA (in millions) for the three and nine months ended September 30, 2025 and 2024, respectively:

Previous wording

The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the six months ended June 30, 2025 and 2024, respectively:

Current wording

The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the nine months ended September 30, 2025 and 2024, respectively:

Previous wording

The following summarizes changes in certain operational and financial metrics for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 (continued from previous page):

Current wording

The following summarizes changes in certain operational and financial metrics for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 (continued from previous page):

Previous wording

The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The following summarizes changes in certain operational and financial metrics for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:

Current wording

The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The following summarizes changes in certain operational and financial metrics for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024:

Previous wording

Note, the Digital segment is not included as results were not material for the three and six month periods ended June 30, 2024. In the second quarter of 2025, Digital futures products were transitioned to Cboe Futures Exchange. Futures metrics prior to the second quarter of 2025 exclude Digital futures products.

Current wording

Note, the Digital segment is not included as results were not material for the three and nine month periods ended September 30, 2024. In the second quarter of 2025, Digital futures products were transitioned to Cboe Futures Exchange. Futures metrics prior to the second quarter of 2025 exclude Digital futures products.

Previous wording

(16)Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.

Current wording

(15)Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.

Previous wording

Total revenues for the three months ended June 30, 2025 increased $199.5 million, or 20%, compared to the same period in 2024 primarily due to increases in cash and spot markets and derivatives markets revenue, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, and Cboe European equities exchanges. Total revenues for the six months ended June 30, 2025 increased $437.3 million, or 23%, compared to the same period in 2024 primarily due to increases in derivatives markets and cash and spot markets revenue, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, and Cboe European equities exchanges, coupled with an increase in the Section 31 fee rate following a rate change in May 2024, which remained in effect until May 2025.

Current wording

Total revenues for the three months ended September 30, 2025 increased $86.0 million, or 8%, compared to the same period in 2024 primarily due to an increase in derivatives markets revenue, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options exchanges. Total revenues for the nine months ended September 30, 2025 increased $523.3 million, or 18%, compared to the same period in 2024 primarily due to increases in derivatives markets and cash and spot markets revenue, driven by an increase in transaction and clearing fees as a result of increased volumes traded on the Cboe options, Cboe U.S. equities, and Cboe European equities exchanges.

Previous wording

The following summarizes changes in revenues for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 (in millions, except percentages):

Current wording

The following summarizes changes in revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in millions, except percentages):

Previous wording

Cash and spot markets revenue increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees and regulatory fees. Transaction and clearing fees increased primarily due to a 27% increase in total touched shares on the Cboe U.S. equity exchanges and a 41% increase in Cboe European equities exchanges matched ADNV. Regulatory fees increased primarily due to a 66% increase in the Section 31 fee rate, from an average rate of $12.35 per million dollars of covered sales for the six months ended June 30, 2024 to an average rate of $20.52 per million dollars of covered sales for the six months ended June 30, 2025.

Current wording

Cash and spot markets revenue decreased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a decrease in regulatory fees, partially offset by an increase in transaction and clearing fees. Regulatory fees decreased primarily due to a 100% decrease in the Section 31 fee rate, from an average of $27.80 per million dollars of covered sales for the three months ended September 30, 2024 to an average rate of $0 per million dollars of covered sales for the three months ended September 30, 2025, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by Section 31 fees cost of revenues. Transaction and clearing fees increased primarily due to a 36% increase in total touched shares on the Company's U.S. equities exchanges (BZX, BYX, EDGX, and EDGA, collectively, the "Cboe U.S. equity exchanges") and a 26% increase in Cboe European equities exchanges matched ADNV.

Previous wording

Cash and spot markets revenue increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to an increase in transaction and clearing fees. Transaction and clearing fees increased primarily due to a 45% increase in total touched shares on the Cboe U.S. equity exchanges and a 43% increase in Cboe European equities exchanges matched ADNV.

Current wording

Cash and spot markets revenue increased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees. Transaction and clearing fees increased primarily due to a 29% increase in total matched shares on the Cboe U.S. equity exchanges and a 36% increase in Cboe European equities exchanges matched ADNV.

Previous wording

Data Vantage revenue increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees in the North American Equities, Options, and Europe and Asia Pacific segments, driven by increased customer demand, led by the dedicated cores charges in the North American Equities segment. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options and Europe and Asia Pacific segments.

Current wording

Data Vantage revenue increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees in the Options, North American Equities, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, Europe and Asia Pacific segments, and North American Equities segments.

Previous wording

Derivatives markets revenue increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees and regulatory fees. Transaction and clearing fees increased primarily due to a 23% increase in multi-listed options ADV and a 17% increase in index options ADV. Regulatory fees increased primarily due to a 66% increase in the Section 31 fee rate, from an average rate of $12.35 per million dollars of covered sales for the six months ended June 30, 2024 to an average rate of $20.52 per million dollars of covered sales for the six months ended June 30, 2025.

Current wording

Derivatives markets revenue increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in transaction and clearing fees, partially offset by a decrease in regulatory fees. Transaction and clearing fees increased primarily due to a 31% increase in multi-listed options ADV and a 15% increase in index options ADV. Regulatory fees decreased primarily due to a 100% decrease in the Section 31 fee rate, from an average of $27.80 per million dollars of covered sales for the three months ended September 30, 2024 to an average rate of $0 per million dollars of covered sales for the three months ended September 30, 2025, following a rate change effective May 2025 to $0 per million dollars of covered sales due to the SEC having collected its entire 2025 appropriated amount. Regulatory fees revenue related to Section 31 fees is directly offset by Section 31 fees cost of revenues.

Previous wording

The following tables reconcile the disaggregated cost of revenues captions presented on the condensed consolidated statements of income to the net revenue captions presented on the condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024, respectively (in millions):

Current wording

The following tables reconcile the disaggregated cost of revenues captions presented on the condensed consolidated statements of income to the net revenue captions presented on the condensed consolidated statements of income for the three and nine months ended September 30, 2025 and 2024, respectively (in millions):

Previous wording

Total cost of revenues increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to increased cash and spot markets and derivatives markets cost of revenues as a result of an increase in liquidity payments on the Cboe U.S. equity and Cboe options exchanges as a result of volume increases in U.S. equities and multi-listed options, coupled with an increase in the average Section 31 fee rate.

Current wording

Total cost of revenues increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments as a result of volume increases in U.S. equities and multi-listed options, partially offset by a decrease in Section 31 fees.

Previous wording

Total cost of revenues increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to increased cash and spot markets and derivatives markets cost of revenues as a result of an increase in liquidity payments on the Cboe U.S. equity and Cboe options exchanges as a result of volume increases in U.S. equities and multi-listed options.

Current wording

Total cost of revenues increased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments as a result of volume increases in U.S. equities and multi-listed options.

Previous wording

The following summarizes changes in the disaggregated cost of revenues for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 (in millions, except percentages):

Current wording

The following summarizes changes in the disaggregated cost of revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in millions, except percentages):

Previous wording

Liquidity payments increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments on the Cboe U.S. equity exchanges as a result of a 45% increase in total touched shares, coupled with an increase on the Cboe options exchanges as a result of a 22% increase in multi-listed options ADV. Liquidity payments increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments on the Cboe U.S. equity exchanges as a result of a 27% increase in total touched shares, coupled with an increase on the Cboe options exchanges as a result of a 23% increase in multi-listed options ADV.

Current wording

Liquidity payments increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments on the Cboe U.S. equity exchanges as a result of a 36% increase in total touched shares, coupled with an increase in liquidity payments on the Cboe options exchanges as a result of a 31% increase in multi-listed options ADV. Liquidity payments increased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to an increase in liquidity payments on the Cboe U.S. equity exchanges as a result of a 29% increase in total matched shares, coupled with an increase in liquidity payments on the Cboe options exchanges as a result of a 26% increase in multi-listed options ADV.

Previous wording

Routing and clearing fees increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to an increase in routed trades on the Cboe U.S. equity exchanges.

Current wording

Routing and clearing fees increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in routed trades on the Cboe U.S. equity exchanges and Cboe Clear Europe settlement fees.

Previous wording

Royalty fees and other cost of revenues increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to an increase in trading volumes of licensed products in the Options segment, partially offset by a decrease in operating interest expense attributable to Cboe Clear Europe as a result of the changing interest rate environment and changes in the business.

Current wording

Royalty fees and other cost of revenues increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in trading volumes of licensed products in the Options segment, partially offset by a decrease in operating interest expense attributable to Cboe Clear Europe as a result of the changing interest rate environment and changes in the business.

Previous wording

Revenues less cost of revenues increased $73.5 million, or 14%, and $136.6 million, or 13%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to an increase in derivatives markets revenues less cost of revenues driven by an increase in volumes traded on the Cboe options exchanges, coupled with an increase in Data Vantage revenues less cost of revenues as a result of increased access and capacity fees and proprietary market data across segments and an increase in cash and spot markets revenues less cost of revenues driven by an increase in volumes traded on the Cboe European equities exchanges.

Current wording

Revenues less cost of revenues increased $73.5 million, or 14%, and $210.1 million, or 14%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to an increase in derivatives markets revenues less cost of revenues driven by an increase in volumes traded on the Cboe options exchanges, coupled with an increase in Data Vantage revenues less cost of revenues as a result of increased access and capacity fees and proprietary market data across segments and an increase in cash and spot markets revenues less cost of revenues driven by an increase in volumes traded on the Cboe European equities exchanges.

Previous wording

The following summarizes the components of revenues less cost of revenues for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 (in millions, except percentages):

Current wording

The following summarizes the components of revenues less cost of revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in millions, except percentages):

Previous wording

Cash and spot markets revenues less cost of revenues increased for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees less liquidity payments and routing and clearing costs (“net transaction and clearing fees”) in the Europe and Asia Pacific and Global FX segments. Net transaction and clearing fees increased primarily due to a 43% increase in Cboe European equities matched ADNV, a 17% increase in Global FX ADNV, and a 19% increase in Cboe Clear Europe net settlement volumes, partially offset by a decrease in net transaction and clearing fees in the North American Equities segment primarily due to a 53% decrease in net capture.

Current wording

Cash and spot markets revenues less cost of revenues increased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in transaction and clearing fees less liquidity payments and routing and clearing costs (“net transaction and clearing fees”) in the Europe and Asia Pacific and Global FX segments. Net transaction and clearing fees increased primarily due to a 26% increase in Cboe European equities matched ADNV, a 9% increase in Global FX net capture, and a 20% increase in Cboe Clear Europe net settlement volumes.

Previous wording

Cash and spot markets revenues less cost of revenues increased for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to increases in net transaction and clearing fees in the Europe and Asia Pacific and Global FX segments. Net transaction and clearing fees increased primarily due to a 41% increase in Cboe European equities matched ADNV, a 16% increase in Global FX ADNV, and a 23% increase in Cboe Clear Europe net settlement volumes, partially offset by a decrease in net transaction and clearing fees in the North American equities segment primarily due to a 42% decrease in net capture.

Current wording

Cash and spot markets revenues less cost of revenues increased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in net transaction and clearing fees in the Europe and Asia Pacific and Global FX segments. Net transaction and clearing fees increased primarily due to a 36% increase in Cboe European equities matched ADNV, a 12% increase in Global FX ADNV, and a 22% increase in Cboe Clear Europe net settlement volumes, partially offset by a decrease in net transaction and clearing fees in the North American equities segment primarily due to a 40% decrease in U.S. Equities net capture.

Previous wording

Data Vantage revenues less cost of revenues increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees and physical port fees in the North American Equities, Options, and Europe and Asia Pacific segments, driven by increased customer demand, led by the dedicated cores charges in the North American Equities segment. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options and Europe and Asia Pacific segments.

Current wording

Data Vantage revenues less cost of revenues increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increases in logical port fees and physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments, driven by increased customer demand. Proprietary market data fees increased primarily due to increases in proprietary market data fees in the Options, Europe and Asia Pacific, and North American Equities segments.

Previous wording

Total operating expenses for the three and six months ended June 30, 2025 compared to the same periods in 2024 decreased $55.5 million, or 18%, and $63.9 million, or 12%, respectively, primarily due to the impairment of intangible assets charge recorded to the Digital segment in the second quarter of 2024, partially offset by the impairment of intangible assets charge recorded in the second quarter of 2025 related to Cboe Japan.

Current wording

Total operating expenses for the three months ended September 30, 2025 compared to the same period in 2024 increased $10.6 million, or 5%, primarily due to an increase in compensation and benefits. Total operating expenses for the nine months ended September 30, 2025 compared to the same period in 2024 decreased $53.3 million, or 7%, primarily due to the impairment of assets charge recorded to the Digital segment in the second quarter of 2024, coupled with a decrease in depreciation and amortization and other expenses, partially offset by an increase in compensation and benefits and the impairment of assets recorded related to the wind down of Cboe's Japanese equities business.

Showing the first 40 of 89 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Professional fees and outside services decreased for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to decreases in consulting fees and contract services, partially offset by increases in regulatory costs related to CAT expenses and accounting fees.

Current report — wording carried from elsewhere

Other expenses decreased for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a decrease in bad debt expense.

Current report — wording carried from elsewhere

The Company also evaluated the indefinite-lived intangible assets and goodwill of the Europe and Asia Pacific reporting unit and, based on the results of the assessments, determined there was no additional impairment required for the three and six months ended June 30, 2025 as the fair values exceeded the carrying values, respectively.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On April 25, 2024, the Company announced plans to refocus the digital asset business to leverage its core strengths in derivatives, technology, and product innovation. Effective May 31, 2024, the Cboe Digital spot market (“Cboe Digital spot market”) closed for all participant and trading purposes. The Company has brought Cboe Clear U.S. (formerly, Cboe Clear