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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission file number: 001-34774

Cboe Global Markets, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-5446972
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

433 West Van Buren Street, Chicago, Illinois	60607
(Address of Principal Executive Offices)	(Zip Code)

(312) 786-5600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	CBOE	CboeBZX

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	x	Accelerated Filer	o	Non-accelerated Filer	o
Smaller Reporting Company	o	Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Class	October 25, 2024
Common Stock, par value $0.01 per share	104,685,813 shares

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		8
Item 1.	Financial Statements (unaudited)	8
	Condensed Consolidated Balance Sheets—As of September 30, 2024 and December 31, 2023	8
	Condensed Consolidated Statements of Income—Three and Nine Months Ended September 30, 2024 and 2023	9
	Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2024 and 2023	10
	Condensed Consolidated Statements of Changes in Stockholders’ Equity—Three and Nine Months Ended September 30, 2024 and 2023	11
	Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2024 and 2023	13
	Notes to Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	81
Item 4.	Controls and Procedures	86
PART II. OTHER INFORMATION		87
Item 1.	Legal Proceedings	87
Item 1A.	Risk Factors	87
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87
Item 3.	Defaults upon Senior Securities	88
Item 4.	Mine Safety Disclosures	88
Item 5.	Other Information	88
Item 6.	Exhibits	89
SIGNATURES		90

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CERTAIN DEFINED TERMS

Throughout this document, unless otherwise specified or the context so requires:

•“Cboe,” “we,” “us,” “our” or “the Company” refers to Cboe Global Markets, Inc. and its subsidiaries.

•“ADV” means average daily volume.

•“ADNV” means average daily notional value.

•“AFM” refers to the Netherlands Authority for the Financial Markets.

•“ATS” refers to an alternative trading system.

•“Bats Global Markets” and “Bats” refer to our wholly-owned subsidiary Bats Global Markets, Inc., now known as Cboe Bats, LLC, and its subsidiaries.

•“BIDS Trading” refers to BIDS Trading, L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc. The ATS operated by BIDS Trading is not a registered national securities exchange or a facility thereof.

•“BYX” refers to Cboe BYX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“BZX” refers to Cboe BZX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“C2” refers to Cboe C2 Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Asia Pacific” refers to Cboe Asia Pacific Holdings Limited (formerly known as Chi-X Asia Pacific Holdings Limited), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Australia” refers to Cboe Australia Pty Ltd. (formerly known as Chi-X Australia Pty. Ltd.), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Canada” refers to the former Aequitas Innovations, Inc. and Neo Exchange Inc. (commonly referred to as “NEO Exchange”), which were wholly-owned subsidiaries of Cboe Global Markets, Inc.

•“Cboe Canada Inc.” is a wholly-owned subsidiary of Cboe Global Markets, Inc. and a recognized Canadian securities exchange. As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.

•“Cboe Chi-X Europe” refers to Cboe Chi-X Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Clear Digital” refers to Cboe Clear Digital, LLC (formerly known as Eris Clearing, LLC), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Clear Europe” refers to Cboe Clear Europe N.V. (formerly known as European Central Counterparty N.V., formerly defined as “EuroCCP”), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Digital” refers to Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries. Prior to rebranding under the Cboe Digital name, Eris Digital Holdings, LLC and its subsidiaries operated under the “ErisX” name.

•“Cboe Digital Exchange” refers to Cboe Digital Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Europe Equities and Derivatives” refers to the combined businesses of Cboe Europe and Cboe NL.

•“Cboe Europe” refers to Cboe Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc., the UK operator of our Multilateral Trading Facility (“MTF”), our Regulated Market (“RM”), and our Approved Publication Arrangement (“APA”) under its Recognized Investment Exchange (“RIE”) status.

•“Cboe Fixed Income” refers to Cboe Fixed Income Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe FX” refers to Cboe FX Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Japan” refers to Cboe Japan Ltd. (formerly known as Chi-X Japan Ltd.), a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe NL” refers to Cboe Europe BV, a wholly-owned subsidiary of Cboe Global Markets, Inc., the Netherlands operator of our MTF, RM, and APA.

•“Cboe Options” refers to Cboe Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe SEF” refers to Cboe SEF, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“Cboe Trading” refers to Cboe Trading, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“CFE” refers to Cboe Futures Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“CFTC” refers to the U.S. Commodity Futures Trading Commission.

•“CSD Br” refers to CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A., a Brazilian trade repository.

•“CIRO” refers to the Canadian Investment Regulatory Organization.

•“EDGA” refers to Cboe EDGA Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“EDGX” refers to Cboe EDGX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

•“ESMA” refers to the European Securities and Markets Authority.

•“Exchanges” refers to Cboe Options, C2, BZX, BYX, EDGX, and EDGA.

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•“FASB” refers to the Financial Accounting Standards Board.

•“FCA” refers to the UK Financial Conduct Authority.

•“FINRA” refers to the Financial Industry Regulatory Authority.

•“GAAP” refers to Generally Accepted Accounting Principles in the United States.

•“MATCHNow” refers to the former TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., which was the operator of a Canadian ATS (known as “MATCHNow”).

•“Merger” refers to our acquisition of Bats Global Markets, completed on February 28, 2017.

•“OCC” refers to The Options Clearing Corporation.

•“OPRA” refers to Options Price Reporting Authority, LLC.

•“SEC” refers to the U.S. Securities and Exchange Commission.

•“SPX” refers to our S&P 500 Index exchange-traded options products.

•“TPH” refers to either a Trading Permit Holder or a Trading Privilege Holder.

•“VIX futures” or “VIX options” refers, as applicable, to our Cboe Volatility Index exchange-traded options and futures products.

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TRADEMARK AND OTHER INFORMATION

Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Cboe Clear®, Cboe Datashop®, Cboe Futures Exchange®, Cboe Digital®, Cboe Hanweck®, Cboe LIS®, Bats®, BIDS Trading®, BYX®, BZX®, CFE®, EDGA®, EDGX®, Hybrid®, LiveVol®, MATCHNow®, NANO®, Options Institute®, Silexx®, The Exchange for the World Stage®, VIX®, VIX1D®, and XSP® are registered trademarks, and Cboe BIDS EuropeSM, C2SM, f(t)optionsSM, and Trade AlertSM are service marks of Cboe Global Markets, Inc. and its subsidiaries. Standard & Poor's®, S&P®, S&P 100®, S&P 500® and SPX® are registered trademarks and DSPXSM is a service mark of Standard & Poor's Financial Services LLC and have been licensed for use by Cboe Exchange, Inc. Dow Jones®, Dow Jones Industrial Average®, DJIA® and Dow Jones Indices are registered trademarks or service marks of Dow Jones Trademark Holdings, LLC, used under license. Russell® and the Russell index names are registered trademarks of Frank Russell Company, used under license. FTSE® and the FTSE indices are trademarks and service marks of FTSE International Limited, used under license. All other trademarks and service marks are the property of their respective owners.

MSCI and the MSCI index names are service marks of MSCI Inc. (“MSCI”) or its affiliates and have been licensed for use by us. Any derivative indices and any financial products based on the derivative indices (“MCSI-Based Products”) are not sponsored, guaranteed or endorsed by MSCI, its affiliates or any other party involved in, or related to, making or compiling such MSCI index. Neither MSCI, its affiliates nor any other party involved in, or related to, making or compiling any MSCI index makes any representations regarding the advisability of investing in such MSCI-Based Products; makes any warranty, express or implied; or bears any liability as to the results to be obtained by any person or any entity from the use of any such MSCI index or any data included therein. No purchaser, seller or holder of any MSCI-Based Product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote any security without first contacting MSCI to determine whether MSCI’s permission is required.

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. Please refer to the “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in this Quarterly Report and other filings with the SEC.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include:

•the loss of our right to exclusively list and trade certain index options and futures products;

•economic, political and market conditions;

•compliance with legal and regulatory obligations;

•price competition and consolidation in our industry;

•decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges;

•legislative or regulatory changes or changes in tax regimes;

•our ability to protect our systems and communication networks from security vulnerabilities and breaches;

•our ability to attract and retain skilled management and other personnel;

•increasing competition by foreign and domestic entities;

•our dependence on and exposure to risk from third parties;

•global expansion of operations;

•factors that impact the quality and integrity of our and other applicable indices;

•our ability to manage our growth and strategic acquisitions or alliances effectively;

•our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights;

•our ability to minimize the risks, including our credit, counterparty, investment, and default risks, associated with operating a European clearinghouse;

•our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;

•misconduct by those who use our markets or our products or for whom we clear transactions;

•challenges to our use of open source software code;

•our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status;

•our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges;

•damage to our reputation;

•the ability of our compliance and risk management methods to effectively monitor and manage our risks;

•restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations;

•our ability to maintain an investment grade credit rating;

•impairment of our goodwill, long-lived assets, investments or intangible assets;

•the impacts of pandemics;

•the accuracy of our estimates and expectations;

•litigation risks and other liabilities; and

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•risks relating to digital assets, including winding down the Cboe Digital spot market and transitioning digital asset futures contracts to CFE, operating a digital asset futures clearinghouse, cybercrime, changes in digital asset regulation, and fluctuations in digital asset prices.

For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(in millions, except par value data and share amounts)

	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	763.2	$	543.2
Financial investments	39.4		57.5
Accounts receivable, net of $7.0 allowance for credit losses at September 30, 2024 and $4.5 at December 31, 2023	376.2		337.3
Margin deposits, clearing funds, and interoperability funds	2,039.0		848.8
Digital assets - safeguarded assets	—		51.3
Income taxes receivable	47.1		74.5
Other current assets	53.1		66.7
Total current assets	3,318.0		1,979.3
Investments	358.1		345.3
Property and equipment, net	108.7		109.2
Property held for sale	—		8.7
Operating lease right of use assets	130.7		136.6
Goodwill	3,150.5		3,140.6
Intangible assets, net	1,424.7		1,561.5
Other assets, net	220.8		206.3
Total assets	$	8,711.5	$	7,487.5
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	304.7	$	412.7
Section 31 fees payable	40.1		51.9
Deferred revenue	6.0		5.9
Margin deposits, clearing funds, and interoperability funds	2,039.0		848.8
Digital assets - safeguarded liabilities	—		51.3
Income taxes payable	—		1.0
Current portion of contingent consideration liabilities	—		11.8
Total current liabilities	2,389.8		1,383.4
Long-term debt	1,440.6		1,439.2
Non-current unrecognized tax benefits	286.9		243.8
Deferred income taxes	196.9		217.8
Non-current operating lease liabilities	143.9		150.8
Other non-current liabilities	45.1		67.5
Total liabilities	4,503.2		3,502.5
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at September 30, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value: 325,000,000 shares authorized, 106,009,818 and 104,677,388 shares issued and outstanding, respectively at September 30, 2024 and 105,556,817 and 105,527,815 shares issued and outstanding, respectively at December 31, 2023	1.1		1.1
Common stock in treasury, at cost, 1,332,430 shares at September 30, 2024 and 29,002 shares at December 31, 2023	(242.9)		(10.5)
Additional paid-in capital	1,521.7		1,478.6
Retained earnings	2,910.6		2,525.2
Accumulated other comprehensive income (loss), net	17.8		(9.4)
Total stockholders’ equity	4,208.3		3,985.0
Total liabilities and stockholders’ equity	$	8,711.5	$	7,487.5

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Cash and spot markets	$	434.1	$	335.1	$	1,201.4	$	1,083.4
Data and access solutions	145.6		137.0		427.9		401.7
Derivatives markets	476.0		436.7		1,357.6		1,319.7
Total revenues	1,055.7		908.8		2,986.9		2,804.8
Cost of revenues:
Liquidity payments	317.6		323.7		963.4		1,032.9
Routing and clearing	17.4		17.8		50.0		62.6
Section 31 fees	129.5		36.1		249.3		145.5
Royalty fees and other cost of revenues	59.2		50.7		176.3		144.8
Total cost of revenues	523.7		428.3		1,439.0		1,385.8
Revenues less cost of revenues	532.0		480.5		1,547.9		1,419.0
Operating expenses:
Compensation and benefits	119.1		96.1		350.5		313.0
Depreciation and amortization	31.8		38.8		100.9		120.0
Technology support services	25.5		25.0		74.3		75.5
Professional fees and outside services	21.9		24.4		69.2		68.7
Travel and promotional expenses	12.6		8.9		29.4		28.6
Facilities costs	5.9		6.2		18.5		20.0
Acquisition-related costs	—		0.8		1.2		7.9
Impairment of intangible assets	—		—		81.0		—
Other expenses	7.8		9.1		23.0		21.4
Total operating expenses	224.6		209.3		748.0		655.1
Operating income	307.4		271.2		799.9		763.9
Non-operating (expenses) income:
Interest expense	(12.8)		(15.4)		(38.6)		(49.2)
Interest income	11.4		3.5		20.1		8.3
Earnings on investments	1.0		10.3		29.2		34.9
Other income (expense), net	2.0		0.5		(6.5)		2.2
Income before income tax provision	309.0		270.1		804.1		760.1
Income tax provision	90.5		61.9		235.7		210.7
Net income	218.5		208.2		568.4		549.4
Net income allocated to participating securities	(1.1)		(1.1)		(3.0)		(2.7)
Net income allocated to common stockholders	$	217.4	$	207.1	$	565.4	$	546.7
Basic earnings per share	$	2.08	$	1.96	$	5.38	$	5.17
Diluted earnings per share	$	2.07	$	1.95	$	5.36	$	5.15
Basic weighted average shares outstanding	104.7		105.7		105.2		105.8
Diluted weighted average shares outstanding	105.1		106.1		105.6		106.2

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	218.5	$	208.2	$	568.4	$	549.4
Other comprehensive income (loss), net of income tax:
Foreign currency translation adjustments	39.6		(48.1)		23.4		(17.7)
Unrealized holding gains (losses) on available-for-sale financial investments	6.0		(0.9)		5.0		(2.6)
Realized gains on available-for-sale financial investments	(1.3)		—		(1.3)		—
Post-retirement benefit obligations	(0.1)		—		0.1		(0.1)
Comprehensive income	262.7		159.2		595.6		529.0
Comprehensive income allocated to participating securities	(1.1)		(1.1)		(3.0)		(2.7)
Comprehensive income allocated to common stockholders, net of income tax	$	261.6	$	158.1	$	592.6	$	526.3

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Nine months ended September 30, 2024 and September 30, 2023

(unaudited)

(in millions, except per share amounts)

	Preferred Stock		Common Stock		Treasury Stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) income, net		Total stockholders’ equity
Balance at December 31, 2023	$	—	$	1.1	$	(10.5)	$	1,478.6	$	2,525.2	$	(9.4)	$	3,985.0
Cash dividends on common stock of $0.55 per share	—		—		—		—		(58.5)		—		(58.5)
Stock-based compensation	—		—		—		11.7		—		—		11.7
Repurchases of common stock from employee stock plans	—		—		(25.5)		—		—		—		(25.5)
Purchase of common stock	—		—		(89.3)		—		—		—		(89.3)
Shares issued under employee stock purchase plan	—		—		—		5.0		—		—		5.0
Net income	—		—		—		—		209.5		—		209.5
Other comprehensive loss	—		—		—		—		—		(13.8)		(13.8)
Balance at March 31, 2024	$	—	$	1.1	$	(125.3)	$	1,495.3	$	2,676.2	$	(23.2)	$	4,024.1
Cash dividends on common stock of $0.55 per share	—		—		—		—		(58.2)		—		(58.2)
Stock-based compensation	—		—		—		10.3		—		—		10.3
Repurchases of common stock from employee stock plans	—		—		(1.7)		—		—		—		(1.7)
Purchase of common stock	—		—		(90.4)		—		—		—		(90.4)
Shares issued under employee stock purchase plan	—		—		—		0.4		—		—		0.4
Net income	—		—		—		—		140.4		—		140.4
Other comprehensive loss	—		—		—		—		—		(3.2)		(3.2)
Balance at June 30, 2024	$	—	$	1.1	$	(217.4)	$	1,506.0	$	2,758.4	$	(26.4)	$	4,021.7
Cash dividends on common stock of $0.63 per share	—		—		—		—		(66.3)		—		(66.3)
Stock-based compensation	—		—		—		10.1		—		—		10.1
Repurchases of common stock from employee stock plans	—		—		(0.9)		—		—		—		(0.9)
Purchase of common stock	—		—		(24.6)		—		—		—		(24.6)
Shares issued under employee stock purchase plan	—		—		—		5.6		—		—		5.6
Net income	—		—		—		—		218.5		—		218.5
Other comprehensive income	—		—		—		—		—		44.2		44.2
Balance at September 30, 2024	$	—	$	1.1	$	(242.9)	$	1,521.7	$	2,910.6	$	17.8	$	4,208.3

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)

Three and Nine months ended September 30, 2024 and September 30, 2023

(unaudited)

(in millions, except per share amounts)

	Preferred Stock		Common Stock		Treasury Stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net		Total stockholders’ equity
Balance at December 31, 2022	$	—	$	1.1	$	(131.0)	$	1,455.1	$	2,171.1	$	(31.0)	$	3,465.3
Cash dividends on common stock of $0.50 per share	—		—		—		—		(53.3)		—		(53.3)
Stock-based compensation	—		—		—		16.9		—		—		16.9
Repurchases of common stock from employee stock plans	—		—		(12.7)		—		—		—		(12.7)
Purchase of common stock	—		—		(70.0)		—		—		—		(70.0)
Shares issued under employee stock purchase plan	—		—		—		0.3		—		—		0.3
Net income	—		—		—		—		173.4		—		173.4
Other comprehensive income	—		—		—		—		—		18.8		18.8
Balance at March 31, 2023	$	—	$	1.1	$	(213.7)	$	1,472.3	$	2,291.2	$	(12.2)	$	3,538.7
Cash dividends on common stock of $0.50 per share	—		—		—		—		(53.2)		—		(53.2)
Stock-based compensation	—		—		—		9.1		—		—		9.1
Repurchases of common stock from employee stock plans	—		—		(0.3)		—		—		—		(0.3)
Purchase of common stock	—		—		(8.1)		—		—		—		(8.1)
Shares issued under employee stock purchase plan	—		—		—		0.6		—		—		0.6
Net income	—		—		—		—		167.8		—		167.8
Other comprehensive income	—		—		—		—		—		9.8		9.8
Balance at June 30, 2023	$	—	$	1.1	$	(222.1)	$	1,482.0	$	2,405.8	$	(2.4)	$	3,664.4
Cash dividends on common stock of $0.55 per share	—		—		—		—		(58.5)		—		(58.5)
Stock-based compensation	—		—		—		9.1		—		—		9.1
Repurchases of common stock from employee stock plans	—		—		(0.8)		—		—		—		(0.8)
Shares issued under employee stock purchase plan	—		—		—		14.9		—		—		14.9
Net income	—		—		—		—		208.2		—		208.2
Other comprehensive loss	—		—		—		—		—		(49.0)		(49.0)
Balance at September 30, 2023	$	—	$	1.1	$	(222.9)	$	1,506.0	$	2,555.5	$	(51.4)	$	3,788.3

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	568.4	$	549.4
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	100.9		120.0
Amortization of debt issuance cost and debt discount	1.8		1.9
Loss on settlement of contingent consideration	2.0		—
Unrealized gain on available-for-sale financial investments	—		(2.5)
Realized gain on available-for-sale financial investments	(1.3)		—
Provision for accounts receivable credit losses	3.1		2.8
Benefit for deferred income taxes	(24.0)		(6.9)
Stock-based compensation expense	32.1		35.1
Impairment of intangible assets	81.0		—
Impairment of investment	17.2		—
Impairment of property and equipment	0.3		—
(Gain) loss on disposal of property and equipment	(0.1)		0.2
Gain from Cboe Digital non-recourse notes and warrants wind down	(2.4)		—
Gain on sale of property held for sale	(1.0)		—
Gain on lease termination	(0.7)		—
Pyth tokens revenue	(1.0)		—
Equity earnings on investments	(26.3)		(33.7)
Changes in assets and liabilities:
Accounts receivable	(35.7)		6.9
Restricted cash and cash equivalents and customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)	1,163.4		785.6
Income taxes receivable	27.4		(12.2)
Other current assets	6.3		(12.4)
Other assets	(15.9)		(26.8)
Accounts payable and accrued liabilities	(114.7)		(42.5)
Section 31 fees payable	(11.8)		(135.5)
Deferred revenue	(0.1)		(2.5)
Income taxes payable	(0.6)		(3.4)
Unrecognized tax benefits	43.1		37.7
Other liabilities	(0.4)		3.4
Net cash provided by operating activities	1,811.0		1,264.6
Cash flows from investing activities:
Purchases of available-for-sale financial investments	(46.3)		(69.7)
Proceeds from maturities of available-for-sale financial investments	67.9		135.7
Proceeds from sale of intangible assets	0.1		0.8
Proceeds from sale of property held for sale	3.3		—
Proceeds from sale of property and equipment	0.7		—
Proceeds from insurance	0.1		—
Contributions to investments	(3.7)		(55.8)
Purchases of property and equipment and leasehold improvements	(37.1)		(27.9)
Net cash used in investing activities	(15.0)		(16.9)
Cash flows used in financing activities:
Principal payments of current portion of long-term debt	—		(230.0)
Cash dividends on common stock	(183.0)		(165.0)
Repurchases of common stock from employee stock plans	(28.1)		(13.8)
Payments of contingent consideration related to acquisitions	(13.9)		(10.9)
Shares issued under employee stock purchase plan	11.0		(15.8)
Payments for Cboe Digital non-recourse notes and warrants wind down	(6.0)		—
Purchase of common stock	(204.3)		(78.1)
Net cash used in financing activities	(424.3)		(513.6)
Effect of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents	33.4		17.7
Increase in cash, cash equivalents, and restricted cash and cash equivalents	1,405.1		751.8
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	1,397.1		979.9
End of period	2,802.2		1,731.7
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:
Cash and cash equivalents	757.8		403.1
Restricted cash and cash equivalents (included in margin deposits, clearing funds, and interoperability funds)	2,033.5		1,308.9
Restricted cash and cash equivalents (included in cash and cash equivalents)	5.4		3.9
Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)	5.5		15.8
Total	2,802.2		1,731.7
Supplemental disclosure of cash transactions:
Cash paid for income taxes, net of refunds	$	271.4	$	203.7
Cash paid for interest	82.0		50.4
Supplemental disclosure of noncash investing activities:
Note receivable from sale of property held for sale	$	6.4	$	—
Additions of intangible assets	1.0		—
Supplemental disclosure of noncash financing activities:
Cboe Digital non-recourse notes and warrants asset	$	16.2	$	—
Cboe Digital non-recourse notes and warrants liability	(16.2)		—

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION

Cboe Global Markets, Inc., the world’s leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, and FX, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest stock 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, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Digital Exchange, LLC, an operator of a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading.

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. On May 31, 2024, the Company halted trading on the Cboe Digital spot market (“Cboe Digital spot market”). The Cboe Digital spot market is closed for all participant and trading purposes. In addition, the Company plans to transition its cash-settled Bitcoin and Ether futures contracts, currently available for trading on Cboe Digital Exchange, LLC's Digital Exchange ("Cboe Digital Exchange"), to CFE in the first half of 2025, pending regulatory review. The Company has brought Cboe Clear Digital under unified leadership with the Global Head of Clearing, and expects to continue to facilitate the clearing of cash-settled Bitcoin and Ether futures contracts.

The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo, and Toronto.

Basis of Presentation

These interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP as established by FASB for interim financial information and with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and reported amounts of revenues and expenses. On an ongoing basis, management evaluates its estimates based upon historical experience, observance of trends, information available from outside sources and various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included.

Segment Information

The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's Chief Operating Decision-Maker ("CODM") reviews and operates the business. See Note 14 (“Segment Reporting”) for more information.

Update to Significant Accounting Policies

There have been no new or material changes to the significant accounting policies discussed for the Company for the periods presented, that are of significance, or potential significance, to the Company.

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Recent Accounting Pronouncements – Adopted

There were no applicable material accounting pronouncements that have been adopted during the three and nine month periods ended September 30, 2024.

Recent Accounting Pronouncements - Issued, not yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The requirements include: (i) disclosure of an amount and description of significant segment expenses, segment-level expense categories that are regularly provided to the CODM; (ii) disclosure of amount and description of other segment items by segment to reconcile segment net revenue less significant expenses to total operating income (loss); (iii) possible disclosure of and/or enhanced clarification regarding whether the CODM uses multiple measures of segment profit or loss in assessing segment performance and how to allocate resources, of which at least including the measure that is most consistent with the measurement principles under GAAP, but is not precluded from including additional measures used by the CODM; and (iv) disclosure of the title and position of the CODM and how the CODM uses the reported measure(s) for segment assessment and segment resource allocation. For public entities, the update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company expects to adopt the update for the consolidated financial statements issued for the year ending December 31, 2024 and is currently reviewing the impact that the adoption of ASU 2023-07 may have on the consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This ASU addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in earnings in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. For public entities, the update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2024. The Company expects to adopt the update for the condensed consolidated financial statements issued in the first quarter of 2025 and does not anticipate a material impact to the condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For public entities, the update is effective for fiscal years beginning after December 15, 2024. The Company expects to adopt the update for the consolidated financial statements issued for the year ending December 31, 2025 and does not anticipate a material impact to the consolidated financial statements.

On March 6, 2024, the SEC adopted new climate disclosure rules, which requires companies to publish information that describes the climate-related risks that are reasonably likely to have a material impact on a company’s business or consolidated financial statements. The final rules would require companies to disclose material climate-related risks, activities to mitigate or adapt to such risks, information about the companies’ board of directors’ oversight of climate-related risks and management’s role in managing climate-related risks, and information on any climate-related targets or goals that are material to the companies’ business, results of operations or financial condition. On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s final Climate Disclosure Rules, in response to legal challenges unaffiliated with the Company. The Company expects to review any updates regarding the Court stay and update the financial statements and disclosures accordingly based on the outcome of the ongoing legal proceedings related to these rules.

There were no other recent applicable material accounting pronouncements that have been issued, but not yet adopted as of September 30, 2024.

2.    REVENUE RECOGNITION

The Company presents three financial statement revenue captions within its condensed consolidated statements of income that reflect the Company’s diversified products, expansive geographical reach, and overall business strategy. Below is a summary of the Company’s financial statement revenue captions:

Revenues

•Cash and spot markets – includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments.

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•Data and access solutions – includes access and capacity fees, proprietary market data fees, and associated other revenue across Cboe’s six segments.

•Derivatives markets – includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from Cboe’s Options, Futures, Europe and Asia Pacific, and Digital segments.

The Company’s main types of revenue contracts consist of the following, which are disaggregated from the condensed consolidated statements of income.

•Transaction and clearing fees – Transaction fees represent fees charged by the Company for meeting the point-in-time performance obligation of executing a trade on its markets. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Transaction fees are recognized across all segments. Clearing fees, which include settlement fees, represent fees charged by the Company for meeting the point-in-time performance obligation for transactions cleared and settled by Cboe Clear Europe and Cboe Clear Digital, the derivatives clearing organization for Cboe Digital. Clearing fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Clearing fees are recognized in the Europe and Asia Pacific and Digital segments. Transaction and clearing fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules.

•Access and capacity fees – Access and capacity fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality across all segments, terminal and other equipment rights, maintenance services, trading floor space and telecommunications services. Facilities, systems services and other fees are generally monthly fee-based. These fees are billed monthly in accordance with the Company’s published fee schedules and recognized on a monthly basis when the performance obligations are met. All access and capacity fees associated with the trading floor are recognized over time in the Options segment, as the performance obligations are met.

•Market data fees – Market data fees represent the fees received by the Company from the U.S. tape plans and fees charged to customers for proprietary market data. Fees from the U.S. tape plans are collected monthly based on published fee schedules and distributed quarterly to the Exchanges based on a known formula. A contract for proprietary market data is entered into and charged on a monthly basis in accordance with the Company’s published fee schedules as the service is provided. Proprietary market data also includes revenue from various licensing agreements. Both types of market data are satisfied over time, and revenue is recognized on a monthly basis as the customer receives and consumes the benefit as the Company provides the data to meet its performance obligation. U.S. tape plan market data is recognized in the North American Equities and Options segments. Proprietary market data fees are recognized across all segments.

•Regulatory fees – There are two types of regulatory fees that the Company recognizes. The first type represents fees collected by the Company to cover the Section 31 fees charged to the Exchanges by the SEC for meeting the point-in-time performance obligation of executing a trade on its markets. The fees charged to customers are based on the fee set by the SEC per notional value of U.S. Equities exchange transactions and Options transactions executed on the Company’s U.S. securities markets. These fees are calculated and billed monthly and are recognized in the North American Equities and Options segments. As the Exchanges are responsible for the ultimate payment to the SEC, the Exchanges are considered the principal in these transactions. Regulatory fees also include the options regulatory fee (“ORF”) which supports the Company’s regulatory oversight function in the Options segment, along with other miscellaneous regulatory fees, and neither can be used for non-regulatory purposes. The ORF and miscellaneous fees are recognized when the performance obligation is fulfilled.

•Other revenue – Other revenue primarily includes interest income on investments (including from investments of interoperability fund deposits) from clearing operations, all fees related to the trade reporting facility operated in the Europe and Asia Pacific segment, listing fees, and revenue associated with advertisements through the Company’s websites.

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All revenue recognized in the condensed consolidated statements of income is considered to be revenue from contracts with customers, with the exception of interest income from clearing operations. The following table depicts the disaggregated revenue contract types listed above within each respective financial statement caption in the condensed consolidated statements of income (in millions):

	Cash and Spot Markets		Data and Access Solutions		Derivatives Markets		Total
Three Months Ended September 30, 2024
Transaction and clearing fees	$	288.9	$	—	$	437.0	$	725.9
Access and capacity fees	—		94.2		—		94.2
Market data fees	15.5		50.7		7.3		73.5
Regulatory fees	107.9		—		31.1		139.0
Other revenue	21.8		0.7		0.6		23.1
	$	434.1	$	145.6	$	476.0	$	1,055.7

	Cash and Spot Markets		Data and Access Solutions		Derivatives Markets		Total
Three Months Ended September 30, 2023
Transaction and clearing fees	$	268.6	$	—	$	410.0	$	678.6
Access and capacity fees	—		87.7		—		87.7
Market data fees	18.7		48.6		9.3		76.6
Regulatory fees	30.3		—		16.7		47.0
Other revenue	17.5		0.7		0.7		18.9
	$	335.1	$	137.0	$	436.7	$	908.8

	Cash and Spot Markets		Data and Access Solutions		Derivatives Markets		Total
Nine Months Ended September 30, 2024
Transaction and clearing fees	$	877.7	$	—	$	1,264.3	$	2,142.0
Access and capacity fees	—		274.8		—		274.8
Market data fees	46.1		150.9		22.2		219.2
Regulatory fees	206.0		—		69.1		275.1
Other revenue	71.6		2.2		2.0		75.8
	$	1,201.4	$	427.9	$	1,357.6	$	2,986.9

	Cash and Spot Markets		Data and Access Solutions		Derivatives Markets		Total
Nine Months Ended September 30, 2023
Transaction and clearing fees	$	859.5	$	—	$	1,237.3	$	2,096.8
Access and capacity fees	—		258.8		—		258.8
Market data fees	54.3		140.8		25.9		221.0
Regulatory fees	121.6