EQUITY

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

EQUITY

EQUITY

Common Stock

The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of December 31, 2024, 325,000,000 shares of the Company’s common stock were authorized, $0.01 par value, and 104,693,373 and 104,686,478 shares were issued and outstanding, respectively. The holders of common stock are entitled to one vote per share.

Common Stock in Treasury, at Cost

The Company accounts for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Cboe stockholders’ equity and included in common stock in treasury, at cost in the consolidated balance sheets. Shares repurchased under the Company’s share repurchase program are retired or they are available to be redistributed. When treasury shares are redistributed, they are recorded at the average cost of the treasury shares acquired. When treasury shares are retired, they are removed from the common stock in treasury balance. The Company held 6,895 and 29,002 shares of common stock in treasury as of December 31, 2024 and December 31, 2023, respectively.

On December 19, 2024, the Board of Directors approved the retirement of 1,332,430 shares of treasury stock. These shares represent shares that were repurchased as part of the Company's share repurchase program since October 2022, and shares purchased from employees to cover payroll withholding taxes in connection with the vesting of restricted stock. The retirement was recorded as a decrease to treasury stock, common stock, retained earnings, and additional paid-in capital on the consolidated balance sheets.

Share Repurchase Program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $2.3 billion as of December 31, 2024. The Company expects to fund repurchases primarily through the use of existing cash balances. The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation.

Under the program, for the year ended December 31, 2024, the Company has repurchased 1,148,295 shares of common stock at an average cost per share of $177.86, totaling $204.3 million. Since inception of the program through December 31, 2024, the Company has repurchased 20,758,383 shares of common stock at an average cost per share of $78.05, totaling $1.6 billion. As a result of these repurchases, certain direct costs and excise taxes are incurred but do not impact our cost per share or availability. See Note 2 ("Summary of Significant Accounting Policies") for more information.

As of December 31, 2024, the Company had $679.8 million of availability remaining under its existing share repurchase authorizations.

The table below shows the repurchased shares of common stock under the Company’s share repurchase program during the periods presented as follows:

	Shares Repurchased	Average Repurchase Price Per Share		Amount of Repurchases (in millions)
2024
Fourth quarter	—	$	—	$	—
Third quarter	144,370	170.45		24.6
Second quarter	514,239	175.76		90.4
First quarter	489,686	182.26		89.3
Total open market common stock repurchases	1,148,295			$	204.3
2023
Fourth quarter	33,507	$	173.59	$	5.8
Third quarter	—	—		—
Second quarter	61,141	132.45		8.1
First quarter	567,073	123.42		70.0
Total open market common stock repurchases	661,721			$	83.9
2022
Fourth quarter	132,111	$	116.07	$	15.3
Third quarter	—	—		—
Second quarter	147,139	106.12		15.6
First quarter	596,988	117.25		70.0
Total open market common stock repurchases	876,238			$	100.9

Purchase of Common Stock from Employees

The Company purchased 157,228 and 106,460 shares that were not part of the publicly announced share repurchase authorization from employees for an average price paid per share of $187.07 and $130.35 during the years ended December 31, 2024 and 2023, respectively. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock units and performance share awards.

Preferred Stock

The Company has authorized the issuance of 20,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. For the years ended December 31, 2024, and 2023, the Company had no shares of preferred stock issued or outstanding.

Dividends

During the year ended December 31, 2024, the Company declared and paid cash dividends per share of $2.36, for an aggregate payout of $249.4 million. During the year ended December 31, 2023, the Company declared and paid cash dividends per share of $2.10, for an aggregate payout of $223.5 million.

Each share of common stock, including RSUs and PSUs, is entitled to receive dividend and dividend equivalents, respectively, if, as, and when declared by the Board of Directors of the Company. The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company’s Board of Directors and may be affected by various factors, including earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of Directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit or, in some cases, prohibit the Company’s ability to pay dividends.

As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law.