AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 19/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Exclusive U.S. index-option rights create a demonstrated legal barrier around SPX, which contributes substantially to trading volumes and transaction fees. This is stronger evidence than a general leadership assertion.
durability · 3/4 · Contractual S&P 500 Index option exclusivity through December 2032 supports multiyear protection. Renewal, substitute resistance and durability beyond that term are not established.
customer dependency · 2/4 · Economically significant exclusive products and repeated record options activity indicate demand dependence indirectly. Customers can nevertheless reduce activity without penalty, and the top ten supplied 57% of 2025 revenue.
erosion resilience · 2/4 · Strong first-half 2026 operating growth supports resilience of the remaining franchise. Realized competitive losses and impairment in Japan, CEDX's closure and rising top-ten customer concentration prevent a stronger enterprise-wide assessment.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Strong demonstrated pricing realization: second-quarter 2026 U.S. equities net capture per hundred touched shares increased 50% year over year, explicitly attributed to pricing changes implemented in 2025. Options RPC also benefited from a 3% increase in index options RPC, although product mix contributed to total options RPC growth. These observed outcomes support a strong grade; limited duration and segment coverage do not establish exceptional, durable company-wide pricing performance.
retention · 2/4 · Six consecutive record years of options activity provide indirect evidence of repeat demand rather than measured customer retention. Penalty-free departure, concentrated revenue and Japan's realized losses materially temper that evidence.
margin resilience · 3/4 · First-half operating income increased to $981.6 million from $693.0 million as revenue less cost of revenues rose to $1,460.5 million from $1,152.5 million. This demonstrates recent operating resilience despite higher expenses and royalties, including realignment costs; it does not isolate pricing or establish full-cycle durability.
contractual freedom · 2/4 · Cboe uses fee schedules and liquidity incentives, demonstrating some ability to shape terms. SEC oversight and potential European data-pricing constraints limit that discretion; customer departure carries no contractual penalty.
Predictability85
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 7.74
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 7.76
Financial strength97
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 100.00
- netDebtEbitGrade
- 100.00
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 89.73
- Debt / FCF (x)
- 0.86
- Net debt / operating income (x)
- -0.53
- Interest coverage (x)
- 28.05
- Current ratio (x)
- 1.87
Capital allocation100
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 25.54
- 3-year average dilution (%)
- -0.50
- 3-year average SBC / revenue (%)
- 1.06
- cashConversionGrade
- 100.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual dividends and moderate repurchases coexist with strong earnings and essentially unchanged first-half weighted-average shares. Japan's impairment and business closures show unsuccessful investments, while realignment incurs additional costs. These are mixed outcomes; the passages do not establish investment returns or buyback valuation discipline.
incentive alignment · 2/4 · Actual grants combine time-based equity with three-year TSR and adjusted-EPS conditions, and performance shares actually vested in 2026. Alignment is tempered by substantial time-based awards, Tomczyk's exception, adjusted metrics and potential payouts up to 200%. Actual executive ownership amounts are absent.
execution · 3/4 · Reported earnings growth, repeated options-volume records and completed platform migrations support strong execution. Uptime figures come from management's compensation assessment. Japan's competitive failure and CEDX's closure limit the conclusion to demonstrated core operating execution rather than consistently successful expansion.
governance · 2/4 · Existing annual elections, shareholder meeting rights, independent committees and split leadership support accountability. Historical SEC sanctions and a former CEO's policy violation are realized adverse evidence; the board's investigation also demonstrates a response. Current nominee disclosures do not establish subsequent election outcomes or exceptional oversight effectiveness.
Evidence
We hold exclusive U.S. rights to list options on the S&P 500 Index, S&P 100 Index, S&P 500 ESG Index, and S&P Select Sector Indices.
Business / exclusive U.S. index-option rights · Filed 20/02/2026
Our license with S&P extends through December 31, 2033, with exclusive rights to trade S&P 500 Index options through December 31, 2032.
Business / S&P license and exclusivity expiration dates · Filed 20/02/2026
economy. The SPX options we offer on the S&P 500 Index are exclusive to Cboe and contribute substantially to our volumes and transaction fee revenues.
Business / SPX economic contribution · Filed 20/02/2026
Our most frequently traded proprietary products include SPX options and VIX options and futures.
Business / frequently traded proprietary products · Filed 20/02/2026
We use the market data from the trading of options on the S&P 500 Index, S&P 100 Index, the Russell 2000 Index and other indices for the creation of proprietary Cboe volatility indices, variance
Business / trading data used to create proprietary indices · Filed 20/02/2026
indicators, and BuyWrite Indices (including the Cboe Volatility Index (“VIX Index”)), and to create tradable products on such indices.
Business / proprietary indices and tradable products · Filed 20/02/2026
In our proprietary products, we compete against other futures exchanges and swap execution facilities that offer similar products, as well as against financial market participants that offer similar over-the-counter derivatives.
Competition / futures exchanges and over-the-counter substitutes · Filed 20/02/2026
We also compete against certain multi-listed options products, such as SPY options and cash settled index options, and certain event prediction markets, which may offer similar market exposure of our proprietary products, such as SPX options.
Competition / alternative options and event prediction markets · Filed 20/02/2026
If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate or disseminate for customers, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.
Risk factors / index quality, provider performance and preferences · Filed 20/02/2026
108 Table of Contents In the second quarter of 2025, Cboe Japan experienced declines in its market share as a result of increased market competition.
Intangible assets / realized Japanese market-share losses · Filed 20/02/2026
The Company concluded that the carrying value of Cboe Japan’s customer relationships long-lived intangible assets exceeded their estimated fair value, as their projected future cash flows did not support their valuation, and recorded an impairment charge of $17.1 million in the consolidated statements of income for the three and six months ended June 30, 2025.
Intangible assets / Japan customer-relationship impairment · Filed 20/02/2026
In February 2026, Cboe completed the wind down of CEDX, its pan-European derivatives platform that offered futures and options based on Cboe Europe equity indices, FLEX options, and single stock options.
Segment descriptions / completed CEDX wind down · Filed 31/07/2026
For example, in 2025, our top ten customers accounted for approximately 57% of our revenues.
Risk factors / 2025 top-ten customer concentration · Filed 20/02/2026
For example, in 2024, our top ten customers accounted for approximately 50% of our revenues.
Risk factors / 2024 top-ten customer concentration · Filed 21/02/2025
This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little
Risk factors / customer transaction commitments · Filed 20/02/2026
or no warning and without penalty. In addition, from time to time, certain customers may represent a significant portion of the open interest in various of our individual products or business segments, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product or business segment.
Risk factors / penalty-free customer departure and liquidity exposure · Filed 20/02/2026
Achieved record volumes in our options segment:
2025 business highlights / record options volumes · Filed 02/04/2026
the sixth consecutive record-breaking year; and
2025 business highlights / sixth consecutive record year · Filed 02/04/2026
and Subsidiaries Condensed Consolidated Statements of Income (unaudited) (in millions, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Cash and spot markets $ 580.3 $ 487.6 $ 1,062.5 $ 988.5 Data Vantage 181.6 158.3 362.9 310.8 Derivatives markets 680.9 527.6 1,290.2 1,069.2 Total revenues 1,442.8 1,173.5 2,715.6 2,368.5 Cost of revenues: Liquidity payments 453.7 418.0 899.8 812.8 Routing and clearing 20.8 20.7 40.8 40.3 Regulatory fees cost of revenues 153.9 85.3 153.9 238.4 Royalty fees and other cost of revenues 82.8 62.2 160.6 124.5 Total cost of revenues 711.2 586.2 1,255.1 1,216.0 Revenues less cost of revenues 731.6 587.3 1,460.5 1,152.5 Operating expenses: Compensation and benefits 154.7 127.9 282.6 244.1 Depreciation and amortization 28.1 29.9 57.6 60.2 Technology support services 26.2 26.7 53.8 52.3 Professional fees and outside services 22.4 24.8 40.7 45.6 Travel and promotional expenses 13.2 8.2 21.2 14.6 Facilities costs 6.1 7.0 12.3 13.2 Acquisition-related costs — — — 0.2 Impairment of assets — 17.1 — 17.1 Other expenses 4.9 6.6 10.7 12.2 Total operating expenses 255.6 248.2 478.9 459.5 Operating income 476.0 339.1 981.6 693.0 Non-operating income (expense): Interest expense (13.2) (12.9) (26.5) (25.7) Interest income 18.2 11.3 35.9 19.7 Earnings (loss) on investments, net 12.8 (1.1) 12.1 (4.4) Other income (expense), net 0.9 (1.8) 7.1 2.2 Income before income tax provision 494.7 334.6 1,010.2 684.8 Income tax provision 141.6 99.5 271.4 199.1 Net income 353.1 235.1 738.8 485.7 Net income allocated to participating securities (1.3) (1.2) (2.9) (2.4) Net income allocated to common stockholders $ 351.8 $ 233.9 $ 735.9 $ 483.3 Basic earnings per share $ 3.36 $ 2.23 $ 7.03 $ 4.62 Diluted earnings per share 3.35 2.23 7.01 4.60 Basic weighted average shares outstanding 104.7 104.7 104.7 104.7 Diluted weighted average shares outstanding 104.9 105.0 105.0 105.0 See accompanying notes to condensed consolidated financial statements.
Unaudited income statements / first-half 2026 comparative operating results · Filed 31/07/2026
•offering fee schedules and pricing models that both attract order flow and provide incentives to liquidity providers;
Competition / fee schedules and liquidity-provider incentives · Filed 20/02/2026
As registered national securities exchanges, virtually all facets of our Exchange operations are subject to the SEC’s oversight, as prescribed by the Exchange Act.
Regulation / SEC oversight of exchange operations · Filed 20/02/2026
As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues.
Regulation / potential European market-data pricing constraints · Filed 20/02/2026
Under the program, for the year ended December 31, 2025, the Company repurchased 305,317 shares of common stock at an average cost per share of $213.74, totaling $65.3 million.
Share repurchases / actual 2025 spending · Filed 20/02/2026
Dividends During the year ended December 31, 2025, the Company declared and paid cash dividends per share of $2.70, for an aggregate payout of $284.3 million.
Dividends / actual 2025 distributions · Filed 20/02/2026
The Company repurchased 127,015 shares of its common stock under its share repurchase program during the three months ended June 30, 2026 at an average cost per share of $256.61, totaling $32.6 million, and had $536.8 million of availability remaining under its existing share repurchase authorizations as of June 30, 2026.
Share repurchases / actual second-quarter 2026 spending · Filed 31/07/2026
Once the Compensation and Human Capital Committee set the target long-term incentive value for each NEO, one-half of the target value was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs, except that in the case of Mr.
Executive compensation / actual 2025 equity-grant mix · Filed 02/04/2026
Tomczyk all of the target value was granted in the form of time-based RSUs.
Executive compensation / Tomczyk time-based award exception · Filed 02/04/2026
The number of PSUs-TSR that will vest at the end of the 3 year performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each NEO, based on our TSR relative to the TSR for the S&P 500 Index during the 3 year performance period.
Executive compensation / three-year relative-TSR award conditions · Filed 02/04/2026
25% of the 2025 total target long-term incentive award value is subject to the achievement of cumulative adjusted diluted EPS measured against pre-determined performance goals over a 3 year performance period.
Executive compensation / three-year adjusted-EPS award conditions · Filed 02/04/2026
In the six months ended June 30, 2026, to satisfy employees’ tax obligations upon the vesting of performance stock, the Company purchased 25,892 shares of common stock totaling $7.1 million as a result of the vesting of 61,914 shares of performance stock.
Stock compensation / actual performance-stock vesting in 2026 · Filed 31/07/2026
and Cboe Digital) •Met with global government officials, lawmakers, and regulators Manage the operation of the Company and its affiliates to ensure resilient, efficient, and innovative service at a competitive cost Maintain best in class platforms with a high level of performance, availability, and resilience while driving innovation, organic initiatives, and merger and acquisition integrations •Achieved record financial results in 2025 •Completed dedicated cores roll out globally •Continued weekly software releases across our platforms, executing against strategic technology roadmap •100% uptime across 26 of our 27 markets in 2025 and greater than 99.9% uptime across all our markets globally, while significantly reducing latencies •Completed Cboe Canada and Cboe Digital Exchange migrations •Supported global business lines' introductions of a wide range of differentiated new features, offerings, and market structure changes in a globally consistent, locally optimized manner •Managed prudent expense growth and monitoring to help fuel revenue growth Execute on our sharpened strategy with a greater focus on organic growth leveraging our strengths and global exchange platform.
Management performance assessment / reported uptime and completed migrations · Filed 02/04/2026
Stockholders can call special meetings; Proxy access Bylaw provision for director nominations; Directors are elected annually; Majority voting standard in director elections; Majority voting standard for Bylaw and Charter amendments; 10 of the 12 director nominees are independent; Independent Audit, Compensation and Human Capital, and Nominating and Governance Committees; Robust annual Board and committee self-evaluation process; Split Chairman and CEO roles; Risk oversight by Board and committees, including a Risk Committee; Human capital and succession oversight by Board and Compensation and Human Capital Committee; Executive sessions of Board and committees; and Anti-hedging, anti-pledging, and clawback policies for executive officers.
Corporate governance / existing shareholder rights and oversight practices · Filed 02/04/2026
Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023.
Leadership changes / board and independent-counsel investigation · Filed 16/02/2024
Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values.
Leadership changes / former CEO policy violation · Filed 16/02/2024
For example, in the past we have entered into consent orders with the SEC, under which our subsidiaries were censured, ordered to cease and desist from violating certain sections of the Exchange Act, paid fines, and completed certain undertakings.
Regulation / historical SEC consent orders and fines · Filed 20/02/2026
The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2020 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.
Stockholder return graph / named comparison peers · Filed 20/02/2026
For the three months ended June 30, 2026, the costs included $21.7 million in compensation and benefits, $2.5 million in professional fees and outside services, and $0.1 million in technology support services, partially offset by a reversal of $0.6 million in other expenses, on the condensed consolidated statements of income.
Operating adjustments / actual second-quarter strategic realignment costs · Filed 31/07/2026
Revenues less cost of revenues increased $16.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to a 50% increase in net capture per one hundred touched shares on Cboe U.S.
MD&A, North American Equities: second-quarter 2026 net revenue and net capture comparison · Filed 31/07/2026
equity exchanges due to pricing changes implemented from late second quarter through the third quarter of 2025, coupled with an increase in access and capacity fees and market data revenue.
MD&A, North American Equities: pricing changes implemented in late second quarter through third quarter 2025 · Filed 31/07/2026
The increase in total options RPC was due to a product mix shift, with index options representing a higher percentage of total options volume, paired with a 3 percent increase in index options RPC.
Second-quarter 2026 earnings release: options revenue per contract drivers · Filed 31/07/2026
