Cboe Global Markets, Inc.

Current report

If we fail to attract or retain highly skilled management and other employees our business may be harmed.

Current report

Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. Within the past year, the composition of our executive officers has substantially changed. We have a new Chief Executive Officer who started on May 7, 2025 and who assumed the role of President on August 2, 2025 and a new EVP, Global Head of Derivatives who started on October 1, 2025, in addition to other new members of our senior management team. Filling the roles and responsibilities of departing executive officers and employees may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities and it is important to our success that these key personnel quickly adapt to and excel in their new roles. Our failure to successfully fill these roles and retain our key personnel could have a material adverse effect on our overall business, financial condition, and operating results.

Current report

There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.

Current report

Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees could hinder our strategic planning and execution.

Previous report

We depend on third-party service providers for certain services that are important to our business. An interruption, significant increase in fees or cessation or impairment of such service by any third party could have a material adverse effect on our business, financial condition, and operating results.

Previous report

We depend on a number of service providers, including clearing organizations such as OCC, NSCC, the Depository Trust and Clearing Corporation (“DTC”), the Canadian Depository for Securities (“CDS”), LCH Limited and LCH SA (“LCH”), Cboe Clear Europe, and Cboe Clear U.S., our wholly-owned subsidiaries, the Japan Securities Clearing Corporation (“JSCC”), ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the Consolidated Tape Association (“CTA”), Unlisted Trading Privileges (“UTP”) Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third party routing and clearing firms that are involved in processing transactions on our behalf. More specifically:

Previous report

•If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’s technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In 2024, approximately 69% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. See other Risk Factors for additional information regarding revenue concentration and below for additional information regarding OCC’s recent margin requirement proposal.

Previous report

•OPRA, UTP Securities Information Processor, and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations. If any of them were unable to provide this information for a sustained period of time, we may be unable to offer trading on our options and equities markets.

Previous report

•We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services. If this technology is unavailable, as a result of a number of potential causes, including technical failure, failure to successfully complete technological migrations, natural disasters, extreme weather events, fraud, or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets.

Previous report

•We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud, or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation.

Previous report

•FINRA and OCC provide certain regulatory services and functions for our options, equities, and futures exchanges, while we retain regulatory responsibilities for such services. If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets.

Previous report

•We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets. In addition, if CATLLC is no longer able to collect fees from Industry Members as a result of litigation or regulatory developments, the SROs may not be able to collect on the promissory notes related to the funding of the implementation and operation of the CAT and the SROs may continue to incur additional significant costs related to the historical, current, and future funding of the implementation and operation of the CAT. See Note 6 (“Credit Losses”), Note 7 (“Other Assets, Net”), and Note 21 (“Commitments, Contingencies, and Guarantees — Legal Proceedings”) for further information.

Previous report

•We rely on third party routing and clearing firms to clear trades in U.S. listed equity securities routed by us to other markets, and to execute trades in options that we route to other markets.

Previous report

OCC intends to establish in September 2025 a margin add-on charge (“Intraday Risk Charge”) for all clearing member accounts to help mitigate the risks arising from intraday and overnight trading activity. The implementation of the Intraday Risk Charge may increase clearing members’ costs associated with clearing our products, including SPX options, which may result in lower trading volumes on our exchanges and could have a material adverse impact on our business, financial condition, and operating results.

Previous report

We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants, or cause us to experience a significant reduction in trading activity on our markets, which could have a material adverse effect on our business, financial condition, and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition, and operating results.