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FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2024

Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

The Company applied FASB Accounting Standards Codification ("ASC") 820 – Fair Value Measurement, which provides guidance for using fair value to measure assets and liabilities by defining fair value and establishing the framework for measuring fair value. ASC 820 applies to financial and nonfinancial instruments that are measured and reported on a fair value basis. The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

The fair value hierarchy requires the use of observable market data when available and consists of the following levels:

•Level 1—Unadjusted inputs based on quoted markets for identical assets or liabilities.

•Level 2—Observable inputs, either direct or indirect, not including Level 1 measurements, corroborated by market data or based upon quoted prices in non-active markets.

•Level 3—Unobservable inputs that reflect management’s best assumptions of what market participants would use in valuing the asset or liability.

The Company has included a tabular disclosure for financial assets and liabilities that are measured at fair value on a recurring basis in the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 (in millions):


	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury securities (1)	$	70.0	$	70.0	$	—	$	—
Marketable securities (1):
Mutual funds	23.8		23.8		—		—
Money market funds	16.5		16.5		—		—
Note receivable - building sale (2)	6.2		—		—		6.2
Total assets	$	116.5	$	110.3	$	—	$	6.2


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury securities (1)	$	20.8	$	20.8	$	—	$	—
Marketable securities (1):
Mutual funds	17.1		17.1		—		—
Money market funds	19.6		19.6		—		—
Digital assets - safeguarded assets	51.3		—		51.3		—
Total assets	$	108.8	$	57.5	$	51.3	$	—
Liabilities:
Contingent consideration liabilities	$	11.8	$	—	$	—	$	11.8
Digital assets - safeguarded liabilities	51.3		—		51.3		—
Cboe Digital restricted common units liability (3)	18.7		—		—		18.7
Cboe Digital warrant liability (3)	5.9		—		—		5.9
Total liabilities	$	87.7	$	—	$	51.3	$	36.4

________________________________________________________

(1)These amounts are reflected within financial investments in the consolidated balance sheets.

(2)This amount is reflected within other assets, net in the consolidated balance sheets.

(3)These amounts are reflected within other non-current liabilities in the consolidated balance sheets.

The following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis:

Financial Investments

Financial investments consist of highly liquid U.S. Treasury securities, and marketable securities held in a trust for the Company’s non-qualified retirement and benefit plans, also referred to as deferred compensation plan assets. The deferred compensation plan assets have an equal and offsetting deferred compensation plan liability based on the value of the deferred compensation plan assets. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter dealer brokers and therefore categorized as Level 1. No material adjustments were made to the carrying value of financial investments for the period ended December 31, 2024. See Note 17 ("Employee Benefit Plans") for more information.

Digital Assets – Safeguarded Assets and Liabilities

Digital assets – safeguarded assets and liabilities represented the Company’s former holdings of Bitcoin, Ethereum, Litecoin, Bitcoin Cash, and USD Coin on behalf of the Company’s customers. The Company valued digital assets – safeguarded assets and digital assets – safeguarded liabilities by using the closing prices at 4:00pm Central Time on the CoinDesk Indices Price Index at the time the underlying digital assets were formerly held on behalf of the Company’s customers. On July 1, 2024, the Company liquidated all digital assets held by Cboe Digital for customers. As a result, subsequent to July 1, 2024, the Company no longer held any digital assets – safeguarded assets or liabilities on the consolidated balance sheets. See Note 14 ("Clearing Operations") for additional details regarding digital assets formerly held on behalf of customers.

Contingent Consideration Liabilities

In connection with the acquisitions of Cboe Asia Pacific, and Cboe Canada Inc., the Company entered into contingent consideration arrangements with the sellers. The total fair value of the liabilities at December 31, 2024 was zero. In connection with the contingent consideration arrangements, the Company paid a total of $13.9 million in contingent consideration to the sellers of Cboe Asia Pacific and Cboe Canada Inc. during the year ended December 31, 2024. In May 2024, Cboe Japan achieved milestones resulting in the payment of $5.7 million of contingent consideration, resulting in a reversal of a previously recorded gain. Additionally, Cboe Asia Pacific's contingent consideration expired in June 2024 and the remaining balance was not achieved, resulting in an equivalent gain of $2.7 million. In August 2024, the remaining liability related to the acquisition of Cboe Canada was not used, resulting in an equivalent gain of $1.0 million. The aforementioned updates resulted in a total $2.0 million loss on Cboe Asia Pacific and Cboe Canada contingent consideration liabilities during the year ended December 31, 2024. In December 2023, as a result of updated projections which exhibited a decrease in the likelihood of Cboe Japan and Cboe Canada Inc. achieving their contingency payment milestones as part of their purchase agreements, unmet milestones were written off and resulted in a reduction of the contingent consideration liability of $14.4 million for the Company, which is reflected within other expenses in the consolidated statements of income. Because the fair value measurements relating to the contingent consideration liabilities are subject to management judgment, measurement uncertainty is inherent in the valuation of the contingent consideration liabilities as of the reporting date. Based on the recorded balance of the liabilities, any measurement uncertainty related to this Level 3 measurement is immaterial as of December 31, 2024.

Note Receivable - Building Sale

The Company provided seller financing in the form of a secured promissory note for a portion of the purchase price of the Property sale completed on June 28, 2024. See Note 7 ("Property and Equipment, Net") for more information. The Company has elected the fair value option available under ASC 825 for this note and subsequent changes in fair value are reported in other (expense) income, net on the consolidated statements of income. The fair value was calculated using the initial projected amortization schedule, credit risk assumptions, and implied interest rates for similar instruments. These inputs are considered Level 3 in the fair value hierarchy. The note is within other assets, net on the consolidated balance sheets as of December 31, 2024. The fair value option was not elected for other notes receivable described in Note 9 ("Other Assets, Net") due to uncertain payment terms and credit and legal risks as described in Note 8 ("Credit Losses"). The note receivable related to the building sale was not 90 days or more past due or in non-accrual status as of December 31, 2024.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a market approach and income approach (using discounted estimated cash flows) to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying value of the reporting unit, including its recorded goodwill. In connection with the annual impairment evaluation of goodwill and indefinite lived intangibles, impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying value of the reporting unit. For equity method investments and intangible assets, other than digital assets held, the process also involves using a discounted cash flow method to determine the fair value of each asset. Impairment is considered to have occurred if the fair value of the intangible asset is lower than its carrying value. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired.

Equity investments without readily determinable fair values that are valued using the measurement alternative are measured at fair value on a non-recurring basis. Other than the impairment charges recorded on the Company’s minority investments in Globacap Technology Limited, StratiFi Technologies Inc., Eris Innovations Holdings, LLC, and Coin Metrics Inc., no observable transactions or impairments impacted the measurements of the investments accounted for as other equity investments. See Note 6 ("Investments") for more information. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired.

Fair Value of Assets and Liabilities

The following tables present the Company’s fair value hierarchy for certain assets and liabilities held by the Company as of December 31, 2024 and 2023 (in millions):


	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury securities (1)	$	70.0	$	70.0	$	—	$	—
Deferred compensation plan assets (1)	40.3		40.3		—		—
Note receivable - building sale (2)	6.2		—		—		6.2
Total assets	$	116.5	$	110.3	$	—	$	6.2
Liabilities:
Deferred compensation plan liabilities (4)	$	40.3	$	40.3	$	—	$	—
Debt (5)	1,317.0		—		1,317.0		—
Total liabilities	$	1,357.3	$	40.3	$	1,317.0	$	—


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury securities (1)	$	20.8	$	20.8	$	—	$	—
Deferred compensation plan assets (1)	36.7		36.7		—		—
Digital assets - safeguarded assets	51.3		—		51.3		—
Digital assets held (3,5)	0.1		0.1		—		—
Total assets	$	108.9	$	57.6	$	51.3	$	—
Liabilities:
Contingent consideration liabilities	$	11.8	$	—	$	—	$	11.8
Deferred compensation plan liabilities (4)	36.7		36.7		—		—
Digital assets - safeguarded liabilities	51.3		—		51.3		—
Cboe Digital restricted common units liability (4)	18.7		—		—		18.7
Cboe Digital warrant liability (4)	5.9		—		—		5.9
Debt (5)	1,305.7		—		1,305.7		—
Total liabilities	$	1,430.1	$	36.7	$	1,357.0	$	36.4

________________________________________________________

(1)These amounts are reflected within financial investments in the consolidated balance sheets.

(2)This amount is reflected within other assets, net in the consolidated balance sheets.

(3)These amounts are reflected within intangible assets, net in the consolidated balance sheets.

(4)These amounts are reflected within other non-current liabilities in the consolidated balance sheets.

(5)These balances are presented at fair value in this table, but are carried at their historical value within the consolidated balance sheets.

Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and Section 31 fees payable, and notes receivable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.

Debt

The debt balance consists of fixed rate Senior Notes. The fair values of the Senior Notes are classified as Level 2 under the fair value hierarchy and are estimated using prevailing market quotes.

At December 31, 2024 and 2023, the fair values of the Company’s debt obligations were as follows (in millions):


	Fair Value
	December 31, 2024		December 31, 2023
3.650% Senior Notes	$	638.4	$	628.5
1.625% Senior Notes	416.2		412.7
3.000% Senior Notes	262.4		264.5

Information on Level 3 Financial Assets and Liabilities

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities during the year ended December 31, 2024 and 2023 (in millions):


	Level 3 Financial Assets and Liabilities for the Year Ended December 31, 2024
	Balance at Beginning of Period		(Losses) Gains during Period		Adjustments		Additions		Settlements		Foreign Currency Translation		Balance at End of Period
Assets:
Note receivable - building sale	$	—	$	(0.8)	$	—	$	7.0	$	—	$	—	$	6.2
Total assets	$	—	$	(0.8)	$	—	$	7.0	$	—	$	—	$	6.2

	Balance at Beginning of Period		Losses (Gains) during Period		Adjustments		Additions		Settlements		Foreign Currency Translation		Balance at End of Period
Liabilities:
Contingent consideration liabilities	$	11.8	$	2.0	$	—	$	—	$	(13.9)	$	0.1	$	—
Cboe Digital restricted common units liability	18.7		(1.0)		(12.1)		—		(5.6)		—		—
Cboe Digital warrant liability	5.9		(1.4)		(4.1)		—		(0.4)		—		—
Total liabilities	$	36.4	$	(0.4)	$	(16.2)	$	—	$	(19.9)	$	0.1	$	—


	Level 3 Financial Assets and Liabilities for the Year Ended December 31, 2023
	Balance at Beginning of Period		(Gains) Losses during Period		Adjustments		Additions		Settlements		Foreign Currency Translation		Balance at End of Period
Liabilities:
Contingent consideration liabilities	$	39.1	$	(14.4)	$	—	$	—	$	(13.1)	$	0.2	$	11.8
Cboe Digital restricted common units liability	15.5		—		0.1		3.1		—		—		18.7
Cboe Digital warrant liability	5.9		—		—		—		—		—		5.9
Total liabilities	$	60.5	$	(14.4)	$	0.1	$	3.1	$	(13.1)	$	0.2	$	36.4

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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