DEF 14A of Marketaxess Holdings Inc, Apr 29, 2026

DEF 14A of Marketaxess Holdings Inc

Filed Apr 29, 2026 · FY20250001193125-26-191601

Open on EDGAR

  1. New York, New York 10001

    New York, New York 10001 April 29, 2026 TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.: You are invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc. (the “Company”) scheduled for Wednesday, June 10, 2026 at 9:00 AM, Eastern Daylight Time. The Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/MKTX2026. The Company’s Board of Directors and management look forward to your participation. Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement, which you are urged to read carefully. We are pleased to take advantage of the U.S. Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. On or about April 29, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 online and how to vote. The Notice contains instructions on how you can receive a paper copy of the Proxy Statement, proxy card and Annual Report if you only received a Notice by mail. Your vote is important to us. Whether or not you plan to attend the Annual Meeting, your shares should be represented and voted. After reading the Proxy Statement, please cast your vote via the Internet or telephone or complete, sign, date and return the proxy card in the pre-addressed envelope that we have included for your convenience if you received paper copies. If you hold your shares in a stock brokerage account, please check your proxy card or contact your broker or nominee to determine whether you will be able to vote via the Internet or by telephone or how to instruct your broker to vote on your behalf. On behalf of the Board of Directors, thank you for your continued support.

  2. New York, New York 10001

    | Sincerely, | | | | Carlos M. Hernandez | | Chairman of the Board of Directors |

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    | NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS | | | Attend the Annual Meeting at: www.virtualshareholdermeeting.com/MKTX2026 | Your vote is very important, regardless of the number of shares you own. Please read the attached Proxy Statement carefully and complete and submit your proxy card via the Internet or sign and date your paper proxy card as promptly as possible and return it in the envelope that was enclosed if you received paper copies. Alternatively, you may be able to submit your proxy by touch-tone phone as indicated on the Notice or proxy card. |

  4. New York, New York 10001

    | TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.: NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc., a Delaware corporation (the “Company”), will be held via live webcast on Wednesday, June 10, 2026, at 9:00 AM, Eastern Daylight Time. You can participate in the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MKTX2026. You must have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. At the Annual Meeting, we will: 1. vote to elect the 12 nominees named in the attached Proxy Statement as members of the Company’s Board of Directors for terms expiring at the 2027 Annual Meeting of Stockholders; 2. vote to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; 3. vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement; | | BY INTERNET Visit 24/7 www.proxyvote.com | | | | BY PHONE Call 1-800-690-6903 in the U.S. or Canada to vote your shares | | | | BY MAIL If you received printed copies of the proxy materials, cast your ballot, sign your proxy card and return | | | | PARTICIPATE IN THE ANNUAL MEETING Vote during the Annual Meeting at www.virtualshareholdermeeting.com/MKTX2026 using your 16-digit control number | | 4. vote on a stockholder proposal, if properly presented at the Annual Meeting; and 5. transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | |

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    These items are more fully described in the Company’s Proxy Statement accompanying this notice. The record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof, was the close of business on April 13, 2026. You have the right to receive this Notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on April 13, 2026. Please remember that your shares cannot be voted unless you cast your vote by one of the following methods: (1) vote via the Internet or call the toll-free number as indicated on the Notice or proxy card; (2) sign and return a paper proxy card; or (3) vote during the Annual Meeting at www.virtualshareholdermeeting.com/MKTX2026.

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    | By Order of the Board of Directors, | | | | Scott Pintoff | | General Counsel and Corporate Secretary |

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    New York, New York April 29, 2026 TABLE OF CONTENTS

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    | 1 | Proxy Summary | | | 2 | Proposal 1 — election of directors | | | 11 | Corporate governance and board matters | | | 25 | Sustainability initiatives | | | 27 | Proposal 2 — ratification of selection of independent accounting firm | | | 29 | Report of Audit Committee of the Board of Directors | | | 30 | Stock Matters | | | 33 | Executive officers | | | 35 | A letter from our Compensation & Talent Committee | | | 36 | Compensation discussion & analysis | | | 60 | Report of the Compensation & Talent Committee | | | 61 | Executive compensation | | | 77 | proposal 3 — advisory vote on executive compensation | | | 78 | PROPOSAL 4 — STOCKHOLDER Proposal | | | 83 | CEO pay ratio | | | 84 | Pay versus performance | | | 88 | Other information | | | A-1 | Appendix A — Reconciliation of non-GAAP amounts | |

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    | Frequently Referenced Information | | | | | | | 3 | Board of Directors skills and expertise | 16 | Risk oversight | 42 | Peer group | | 12 | Director independence | 20 | Director compensation | 56 | Executive common stock ownership and holdings guidelines | | 12 | Board refreshment | 21 | Director common stock ownership and holding guidelines | 61 | Summary compensation table | | 13 | Board leadership structure | 36 | Say-on-Pay support and stockholder engagement | | | | 14 | Board committees | 37 | CD&A executive summary | | |

  10. New York, New York 10001

    vote for PROXY SUMMARY This summary contains highlights about MarketAxess Holdings Inc. (“MarketAxess”, the “Company”, “we” or “our”) and the upcoming 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information you should consider in advance of the Annual Meeting, and we encourage you to read the entire Proxy Statement before voting. This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and proxy card are first being sent to stockholders on or about April 29, 2026. Whenever we refer in this Proxy Statement to the “Annual Meeting,” we are also referring to any meeting that results from any postponement or adjournment of the June 10, 2026 meeting. Annual Meeting information

  11. New York, New York 10001

    | Date and Time: | Wednesday, June 10, 2026, at 9:00 AM, Eastern Daylight Time | | Virtual Meeting: | www.virtualshareholdermeeting.com/MKTX2026 | | Record Date: | Monday, April 13, 2026 |

  12. New York, New York 10001

    The Annual Meeting will be held in virtual format only. Voting items The following table summarizes the items on which we are asking our stockholders to vote at the Annual Meeting, along with the voting recommendations of our Board of Directors (the “Board” or “Board of Directors”).

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    | Item | Board Recommendation | Required Approval | Page Reference | | 1. Election of 12 Directors | | Majority of votes cast for each nominee | 2 | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | | Majority of shares of Common Stock having voting power present in person or represented by proxy | 27 | | 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement | | Majority of shares of Common Stock having voting power present in person or represented by proxy | 77 | | 4. Vote on a stockholder’s proposal, if properly presented at the Annual Meeting | | Majority of shares of Common Stock having voting power present in person or represented by proxy | 78 |

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    How to vote Your vote is important. Stockholders of record as of the Record Date are entitled to vote through one of the following options:

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    | By Mail: | If you received printed copies of the proxy materials, cast your ballot, sign your proxy card and return. | | Via the Internet: | To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/MKTX2026. You will need the control number printed on your Notice, proxy card or voting instruction form. | | By Telephone: | Call the phone number located on your Notice or proxy card. |

  16. New York, New York 10001

    The first proposal to be voted on at the Annual Meeting is the election of directors. Our Board currently consists of 13 directors, 12 of whom are not our employees. Each nominee for director was elected by the Company’s stockholders on June 4, 2025, except for Messrs. Cifu and Schiciano, who were appointed to the Board effective March 1, 2026. The directors are nominated for a term that begins at the Annual Meeting and ends at the 2027 Annual Meeting of Stockholders. Each director will hold office until such director’s successor has been elected and qualified, or until such director’s earlier resignation, retirement or removal. The Board will continue to evaluate its composition as part of its focus on self-assessment and board refreshment. Stephen Casper, who has served as a director since April 2004, has not been re-nominated for election at the Annual Meeting. After more than 22 years of dedicated service, Mr. Casper’s tenure on the Board will conclude at the Annual Meeting. The Company deeply appreciates Mr. Casper’s many contributions and commitment to the Company’s success throughout his years of service on the Board. Following the Annual Meeting, assuming the election of each director nominee, our Board will consist of 12 directors, 11 of whom are not our employees. Your vote If you sign the attached or enclosed proxy card and return it to the Company, your proxy will be voted FOR each nominee, for terms expiring at the 2027 Annual Meeting of Stockholders, unless you specifically indicate on the proxy card that you are casting a vote against one or more of the nominees or abstaining from such vote. A vote of the majority of the votes cast is required to elect each director. Abstentions and broker non-votes are not treated as votes cast and will therefore have no effect on the outcome of the vote.

  17. New York, New York 10001

    | P | BOARD RECOMMENDATION | | | | The board unanimously recommends that you vote “FOR” the election of each of the following nominees: | | | | • Carlos M. Hernandez • Christopher R. Concannon • Nancy Altobello • Steven L. Begleiter • Jane Chwick • Douglas A. Cifu | • William F. Cruger • Kourtney Gibson • Roberto Hoornweg • Richard G. Ketchum • Emily H. Portney • Kenneth T. Schiciano |

  18. New York, New York 10001

    Each nominee currently serves as a director on our Board, and each nominee has agreed to continue to serve on the Board if such nominee is elected at the Annual Meeting. If any nominee is unable (or for good cause declines) to serve as a director at any time before the Annual Meeting, proxies may be voted for the election of a qualified substitute designated by the current Board, or else the size of the Board will be reduced accordingly. Biographical information about each of the nominees is included below under “Director information.” Qualifications for director nominees Our Board has adopted minimum qualifications for our directors: • substantial experience working as an executive officer for, or serving on the board of, a public company; • significant accomplishment in another field or endeavor; or • an ability to make a meaningful contribution to the oversight and governance of a company having a scope and size similar to our Company. A director must have an exemplary reputation and record for honesty in his or her personal dealings and business or professional activity. All directors must demonstrate strong leadership skills and should possess a basic understanding of financial matters, have an ability to review and understand the Company’s financial and other reports and be able to discuss such matters intelligently and effectively. A director also needs to exhibit qualities of independence in thought and action and should be committed first and foremost to the interests of the stockholders of the Company. The key experience, qualifications and skills each of our directors brings to the Board that are important in light of our business are included in their individual biographies below. Board of Directors skills and expertise The Company’s directors are selected on the basis of specific criteria set forth in our Corporate Governance Guidelines. All of our directors possess financial industry experience, a history of strategic leadership, corporate governance experience, financial planning and capital management skills and risk management experience. In addition to those qualifications, listed below are the skills and experience that we consider important for our director nominees.1 More detailed information is provided in each director nominee’s biography.

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    | | Fixed Income/ Electronic Trading | Regulatory | Technology/ Cybersecurity | Mergers and Acquisitions | Accounting | Other Public Company Board Experience | Talent Management | International | | Carlos Hernandez |  |  | |  | | |  |  | | Christopher Concannon |  |  |  |  | |  |  |  | | Nancy Altobello | |  | |  |  |  |  |  | | Steven Begleiter | | | |  | |  |  | | | Jane Chwick |  | |  | | |  |  |  | | Douglas Cifu |  |  | |  | | |  |  | | William Cruger |  | | |  |  |  |  |  | | Kourtney Gibson |  |  | | |  |  |  |  | | Roberto Hoornweg |  |  | | | | |  |  | | Richard Ketchum |  |  | | |  |  | | | | Emily Portney |  |  | |  |  | |  |  | | Kenneth Schiciano |  | |  |  |  |  | | |

  20. New York, New York 10001

    In addition to the above skills matrix, all of our directors possess financial industry experience, a history of strategic leadership, corporate governance experience, financial planning and capital management skills and risk management experience. Director demographics The Company recognizes that some stockholders find information related to director demographics useful in evaluating the effectiveness of the Board. The Company’s Board Composition Statement cites skills, knowledge, experience and length of service as attributes considered when designing and evaluating the Board’s composition. See “Corporate governance and board matters — Board composition” for more information. The charts below show certain demographic information related to our director nominees. Additionally, four out of twelve of our director nominees are women, and two out of twelve director nominees are ethnically or racially diverse.

  21. New York, New York 10001

    | TENURE | AGE | | | |

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    Director information At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the persons named below to serve as directors of the Company for a term beginning at the Annual Meeting and ending at the 2027 Annual Meeting of Stockholders.

  23. New York, New York 10001

    | Carlos M. Hernandez | | Christopher R. Concannon | | | | Age: 64 Director since: September 2023 Chairman of the Board Board Committees: • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 58 Director since: January 2019 Board Committees: • None Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Carlos M. Hernandez has been our Chairman since January 2025. Mr. Hernandez is the Executive Chair of Brevan Howard, a global macro and digital assets hedge fund, since May 2025, and founder and Chief Executive Officer of Pensativa Partners, his family office, which he founded in July 2023. Mr. Hernandez retired from JPMorgan Chase & Co. (“JPMorgan”), a leading financial services firm, in April 2023 after 37 years of service. Prior to his retirement at JPMorgan, Mr. Hernandez was Executive Chair of Investment and Corporate Banking from 2020 to April 2023 and served as a member of the Operating Committee and a member of the Corporate & Investment Bank Management Team. Previously, Mr. Hernandez served as Head of Global Banking at JPMorgan from 2014 to 2019. Prior to this position, he was Global Head of Investor Services and led JPMorgan’s Global Equities and Prime Services business. Earlier in his career, he managed the Origination and Distribution business for the Americas, Institutional Equities for the Americas and Global Equity Capital Markets at JPMorgan. Before joining the Equities division, Mr. Hernandez was head of Investment Banking, Latin America at JPMorgan. Mr. Hernandez currently serves as Chairman of the Fund Board of Trustees for Calvary Hospital and a member of the Johns Hopkins University Krieger School of Arts and Sciences Advisory Board. Mr. Hernandez previously served on the Company’s Board from 2006 to 2019. Mr. Hernandez has a B.S. in Business from the State University of New York and an M.B.A. from Columbia University. Mr. Hernandez brings a broad range of leadership experience and a deep understanding of the global financial markets and financial services and securities industries, including the particular needs of an international corporation, to the Board. Mr. Hernandez also has a unique understanding of, and experience with, our broker-dealer clients and their needs, particularly in the context of recent regulatory reform. | | Christopher R. Concannon has been our Chief Executive Officer since April 2023. Prior to serving in this role, Mr. Concannon served as our President and Chief Operating Officer from January 2019 to April 2023. He also served as our Interim Chief Financial Officer between February 2024 and May 2024. Mr. Concannon previously served as President and Chief Operating Officer of Cboe Global Markets, Inc., one of the world’s largest exchange holding companies, until 2019, a position he was appointed to upon Cboe’s acquisition of Bats Global Markets, Inc. in 2017. Until Bats’ acquisition by Cboe, Mr. Concannon served as President of Bats from December 2014, director from February 2015, and Chief Executive Officer from March 2015. Mr. Concannon has more than 20 years of experience as an executive at Nasdaq, Virtu Financial, Instinet and as an attorney at Morgan Lewis & Bockius and the SEC. Mr. Concannon received a B.A. from Catholic University, an M.B.A. from St. John’s University, and a J.D. from Catholic University’s Columbus School of Law. Mr. Concannon brings to the Board extensive experience leading companies in the global exchange industry. Mr. Concannon also has deep and critical knowledge regarding automated trading, the delivery of innovative technology solutions, market structure and clearing operations. | |

  24. New York, New York 10001

    | Nancy Altobello | | Steven L. Begleiter | | | | Age: 68 Director since: April 2019 Board Committees: • Compensation and Talent (Chair) • Nominating and Governance Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Amphenol Corporation (NYSE: APH) • WEX Inc. (NYSE: WEX) | | Age: 64 Director since: April 2012 Board Committees: • Finance (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Nancy Altobello was most recently Global Vice Chair, Talent of Ernst & Young (“EY”), a professional services firm, where she was responsible for EY’s talent and people strategy worldwide from July 2014 until her retirement in June 2018. Previously, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent from 2008 to 2014, Managing Partner, Northeast Region Audit and Advisory Practices from 2003 to 2008 and Managing Partner, North American Audit Practice from 1999 to 2003. Throughout this time, Ms. Altobello also served as an audit partner for a number of leading global organizations. She currently serves on the Board of Directors of Amphenol Corporation and WEX Inc., and on the Board of Trustees of Fairfield University. She previously served on the Board of Directors of CA Technologies, Cornerstone OnDemand and MTS Systems Corporation until each of their respective acquisitions. Ms. Altobello received a B.S. in accounting from Fairfield University, earned a Corporate Director Certificate from Harvard Business School and a certificate in Climate Leadership from the Diligent Institute and is a Certified Public Accountant. Ms. Altobello was selected to serve on the Board due to her financial, audit and Sarbanes Oxley compliance expertise, her knowledge of talent and people strategy, and her global business experience. | | Steven L. Begleiter has been employed with Flexpoint Ford, LLC, a private equity group focused on investments in financial services and healthcare, since October 2008, where he currently serves as Managing Director. Prior to joining Flexpoint Ford, Mr. Begleiter spent 24 years at Bear Stearns & Co., serving first as an investment banker in the Financial Institutions Group and then as Senior Managing Director and member of its Management and Compensation Committee from 2002 to September 2008. Mr. Begleiter also served as head of Bear Stearns’ Corporate Strategy Group. Mr. Begleiter currently serves on the Board of Directors of certain portfolio companies of Flexpoint Ford, LLC. He previously served on the Board of Directors of Rithm Property Trust Inc. (formerly known as Great Ajax Corp.) and WisdomTree Investments, Inc. Mr. Begleiter received a B.A. with Honors in economics from Haverford College and is a member of its Board of Managers. Mr. Begleiter brings many years of leadership experience in the financial services and private equity industries to the Board. Mr. Begleiter also has extensive industry knowledge and expertise relating to mergers and acquisitions and capital formation. | |

  25. New York, New York 10001

    | Jane Chwick | | Douglas A. Cifu | | | | Age: 63 Director since: October 2013 Board Committees: • Nominating and Governance • Risk (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • M&T Bank Corporation (NYSE: MTB) • Voya Financial, Inc. (NYSE: VOYA) | | Age: 60 Director since: March 2026 Board Committees: • Compensation and Talent (effective May 1, 2026) • Finance (effective May 1, 2026) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Jane Chwick was most recently the Co-Founder and Co-CEO of Trewtec, Inc., a technology advisory firm designed to help board members and CEOs evaluate the technology function in their companies, from September 2014 until the firm ceased operations in August 2017. Prior to this role, she was a Partner and Co-Chief Operating Officer of the Technology Division of Goldman Sachs Group, Inc. where she was responsible for financial and business planning, technical strategy and ongoing management of an 8,000-person organization until her retirement in April 2013. During her 30-year career at Goldman Sachs, Ms. Chwick held a number of senior positions, including Global Head of Technology of the Securities Division and Global Head of Derivatives Technology. Ms. Chwick served on many governance committees at Goldman Sachs, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and served as co-chair of the Technology Division Operating Committee. During her tenure, she drove the design, build and integration of technology across all of Goldman Sachs’ derivatives businesses, including fixed income, commodities, currencies and equities. Ms. Chwick is a member of the Board of Directors of M&T Bank Corporation and Voya Financial, Inc., and Ms. Chwick previously served on the Board of Directors of Thoughtworks Holding, Inc., Essent Group and People’s United Financial, Inc. until its acquisition by M&T Bank Corporation in 2022. Ms. Chwick received a B.A. in mathematics from Queens College and an M.B.A. from St. John’s University with a concentration in MIS and quantitative analysis. Ms. Chwick’s extensive technology leadership experience gained in a global financial services firm, combined with her depth of market knowledge and industry insight, bring valuable skills and strategic perspective to the Board. | | Douglas Cifu is the co-founder of Virtu Financial, Inc. (“Virtu”), a global financial technology firm and market maker, where he previously served as the Chief Executive Officer from its founding in 2008 through July 2025. He served Virtu as an advisor until December 31, 2025. Previously, Mr. Cifu was a partner at the international law firm Paul, Weiss, Rifkind, Wharton & Garrison, where he served as a member of the Management Committee, Deputy Chair of the Corporate Department, and co-head of the Private Equity Group. Mr. Cifu was recognized in Chambers USA and Legal 500 as a leading mergers and acquisitions lawyer for buyouts and private equity transactions. He serves on the board of directors of the U.S. Chamber of Commerce and the board of visitors of Columbia College at Columbia University. Mr. Cifu earned his J.D. from Columbia Law School in 1990 and his B.A. magna cum laude from Columbia University in 1987, where he was elected to Phi Beta Kappa. Mr. Cifu brings to the Board extensive experience in financial technology, deep expertise in regulation of financial markets globally and mergers and acquisitions and leadership at a major global market-making firm. | |

  26. New York, New York 10001

    | William F. Cruger | | Kourtney Gibson | | | | Age: 67 Director since: November 2013 Board Committees: • Audit • Finance • Nominating and Governance (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • M&T Bank Corporation (NYSE: MTB) • Virtu Financial, Inc. (NASDAQ: VIRT) | | Age: 44 Director since: July 2020 Board Committees: • Audit • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Fidelity National Information Services, Inc. (NYSE: FIS) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | William F. Cruger was most recently Vice Chairman of Investment Banking at JPMorgan, where he was responsible for key client relationships on a global basis until his retirement in August 2013. Previously, Mr. Cruger held a number of senior positions at JPMorgan, including Managing Director in the Financial Institutions group from 1996 to 2011. During this time, he oversaw the rationalization of the firm’s private equity investments in trading platforms and related ventures at LabMorgan from 2000 to 2001. Prior to this, Mr. Cruger ran the firm’s investment banking practices in Japan from 1991 to 1996, Latin America from 1989 to 1991 and Emerging Asia from 1984 to 1988. He currently serves on the Board of Directors of M&T Bank Corporation and Virtu Financial, Inc., and has previously served on the Boards of Directors of Archipelago, Credittrade, Capital IQ and People’s United Financial, Inc. until its acquisition by M&T Bank Corporation. Mr. Cruger received a B.A. from Clark University and an M.B.A. from Columbia University. Mr. Cruger’s experience in investment banking at a global financial services firm, his extensive knowledge of financial institutions and financial markets, his leadership roles as a director of other financial services firms, and his international business experience bring critical skills and strategic insight to the Board. | | Kourtney Gibson has been the Chief Executive Officer of Retirement Solutions at TIAA, a leading provider of secure retirements and outcome-focused investment solutions, since October 2024. Previously she was Senior Executive Vice President and Chief Institutional Client Officer of TIAA from July 2022 to October 2024 and Executive Vice Chairman of Loop Capital Markets, an investment bank, brokerage and advisory firm, from March 2022 to July 2022. Prior to this role, Ms. Gibson served in various roles at Loop Capital Markets, including as President from June 2016 to March 2022, Head of the Fixed Income Division from January 2015 to June 2016 and Head of the Equity Division from June 2005 to December 2015. Ms. Gibson is a member of the Board of Directors of Fidelity National Information Services, Inc., a member of the Economic Club of Chicago and previously served on the Board of lululemon athletica inc. until June 2023. Ms. Gibson also currently serves on the Board of Trustees at Viterbo University, the Board of the Dibia Dream Foundation and the Board of the Chicago Scholars Foundation. Ms. Gibson received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.B.A. from the University of Miami. Ms. Gibson brings to the Board her wealth of experience relating to the evolving market structure of both the fixed income and equity markets, as well her broad-based experience with institutional investor clients. | |

  27. New York, New York 10001

    | Roberto Hoornweg | | Richard G. Ketchum | | | | Age: 58 Director since: March 2025 Board Committees: • Finance • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 75 Director since: April 2017 Board Committees: • Audit • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Roberto Hoornweg was appointed CEO, Corporate & Investment Banking at Standard Chartered, a global financial services institution, in October 2025. He has responsibility for the Europe, Americas, Middle East and Africa markets and is a member of the Group Management Team. He was previously the Co-Head, Corporate & Investing Banking since April 2024. Prior to this role, he was Global Head of Financial Markets since January 2017 where he led all of Standard Chartered’s businesses that provided clients with foreign exchange, interest rates, commodities, financing and securities services, as well as Standard Chartered’s fully integrated primary and secondary credit solutions suite across bonds, loans, structured credit and structured finance. Mr. Hoornweg also had responsibility for the global Research and Resource Management & Analytics group which manages x-value adjustments, funding for financial markets and the modeling & analytics group. Prior to joining Standard Chartered, he held a senior role at Brevan Howard Asset Management from November 2014 to December 2017, where he was a partner leading the Brevan Howard liquid portfolio strategies funds business. Before that, he spent three years at UBS Investment Bank in London leading the global Securities Distribution business and then co-heading the global Fixed Income, Currencies and Commodities division. Roberto’s financial markets experience began with a 17-year career at Morgan Stanley where he held various senior roles in fixed income derivatives, including leading the global emerging markets fixed income & FX business, and as head of global interest rates, credit and currencies. Roberto holds a Bachelor of Science with a major in Economics from the Massachusetts Institute of Technology. Mr. Hoornweg brings global financial markets expertise, fixed income knowledge and leadership experience from a number of financial institutions. | | Richard G. Ketchum was most recently Chief Executive Officer of the Financial Industry Regulatory Authority, Inc. (“FINRA”) from March 2009 to July 2016 and served as Chairman of FINRA’s Board of Governors from March 2009 to August 2016. Prior to joining FINRA, Mr. Ketchum held a range of senior regulatory positions in the financial industry over twenty years, including as Chief Executive Officer of NYSE Regulation, Inc., President of the NASDAQ OMX Group Inc., a predecessor of Nasdaq, Inc., President and Chief Operating Officer of the National Association of Securities Dealers Inc., a predecessor of FINRA, and Director of the Division of Market Regulation at the SEC. Mr. Ketchum was also the General Counsel of the Corporate and Investment Bank of Citigroup Inc. Mr. Ketchum is on the Board of Directors of GSS, a subsidiary of BNY Mellon, and SBH Health System. He previously served as Non-Executive Chairman of the Board of Directors of Sculptor Capital Management, Inc. Mr. Ketchum received a B.A. from Tufts University and a J.D. from New York University School of Law. Mr. Ketchum brings to the Board substantial regulatory experience in the securities industry and deep knowledge of the legal and compliance issues facing companies in the financial services industry. | |

  28. New York, New York 10001

    | Emily Portney | | Kenneth T. Schiciano | | | | Age: 54 Director since: October 2017 Board Committees: • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 63 Director since: March 2026 Board Committees: • Audit (Effective May 1, 2026) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Emily Portney became the Global Head of Asset Servicing for the Bank of NY Mellon (“BK”), a global financial services institution, in February 2023, after serving as the Chief Financial Officer of the firm from 2020 to 2023 and Head of Asset Servicing, Americas from 2018 to 2020. Emily is a member of BK’s Executive Committee. As CEO of Asset Servicing, Emily oversees BK’s largest business unit, providing investment administration, operational and technology solutions to traditional and alternative asset managers, asset owners, insurance companies, banks and broker-dealers. Prior to joining BK, Ms. Portney was Chief Financial Officer of Barclays International where she helped to establish the non-ring-fenced bank, and led a global organization spanning the Corporate and Investment Bank, the Private Bank, as well as Cards and Payments. Ms. Portney started her career at JPMorgan Chase & Co in 1993 and served in various senior roles including Global Head of Clearing and Collateral Management, as well as Chief Financial Officer of Equities and Prime Services. Ms. Portney previously served on the Board of Directors of The Depository Trust & Clearing Corporation (DTCC). Ms. Portney received a B.A. from Duke University and an M.B.A. from Columbia University. Ms. Portney brings leadership experience from a number of financial institutions. Ms. Portney also has in-depth experience relating to clearing operations and strategies and the requirements of operating a firm in a highly regulated industry. | | Kenneth T. Schiciano has served as Senior Advisor of TA Associates, a leading global private equity firm, since July, 2022, where he focuses on investments in infrastructure, software and financial technology companies. Mr. Schiciano joined TA Associates in 1989 and has more than 33 years of experience in the private equity industry, with deep expertise in the communications and financial technology industries. He previously served as a Managing Director from 2000 to 2022 and formerly served as co-head of TA’s North America Technology Group. He currently serves on the boards of directors of Insurity, ION Markets, smartTrade Technologies, and Veracode. Mr. Schiciano has previously served on the boards of numerous companies, including BATS Global Markets (acquired by CBOE Holdings), Datek Online (acquired by Ameritrade), The Island ECN (acquired by Instinet), ION Trading, MetroPCS Communications, NetScout Systems, and Tierpoint, LLC. Prior to joining TA Associates, Mr. Schiciano worked at AT&T Bell Laboratories. Mr. Schiciano holds a Master of Science in Management from the Massachusetts Institute of Technology Sloan School of Management, a Master of Science in Electrical Engineering from Stanford University, and a Bachelor of Science, summa cum laude, in Electrical Engineering and Computer Science from Duke University. Mr. Schiciano brings financial technology and investment experience to the Board. | |

  29. New York, New York 10001

    Highlights We are committed to maintaining strong corporate governance practices and procedures. The Company has demonstrated and promoted accountability to stockholders through its existing corporate governance policies and practices, which include: ✓ Majority Independent Board: Currently, 12 out of our 13 directors are independent. Following the Annual Meeting, 11 out of 12 directors will be independent, assuming the stockholders elect to the Board of Directors the director nominees set forth in Proposal No. 1. ✓ Independent Board Chair and Separate CEO: Our Chairman of the Board is an independent director and the role of CEO is held by a separate individual. ✓ Committees Comprised Entirely of Independent Directors: The Board has established structural safeguards that serve to preserve the Board’s independent oversight of management. All of the Board’s committees are comprised entirely of, and are chaired by, independent directors. ✓ Annual Election of Directors: Since the Company’s initial public offering in 2004, all directors have been annually elected to our Board. Our directors are only elected to hold office until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. ✓ Majority Voting Standards in Uncontested Elections: Our Bylaws include a “majority voting” standard for the election of directors in uncontested elections, which are generally defined as elections in which the number of nominees does not exceed the number of directors to be elected at the meeting. Under the majority voting standard, in uncontested elections of directors, each director must be elected by the affirmative vote of a majority of the votes cast with respect to that nominee’s election at any meeting for the election of directors at which a quorum is present. ✓ Stockholder Input on Director Nominations: Stockholders may recommend director candidates by submitting such recommendations directly to the Nominating and Corporate Governance Committee as described under – “Communicating with our Board members.” The Nominating and Corporate Governance Committee evaluates any such candidate in the same manner as it evaluates candidates recommended from other sources. ✓ Stockholder Right to Act by Written Consent: Since the Company’s initial public offering in 2004, the Company’s Bylaws have permitted the holders of a majority of our outstanding common stock having voting power present in person or represented by proxy to take any action required or permitted to be taken at an annual or special meeting, including election of directors, without a meeting, without prior notice and without a vote. Through this right, stockholders are already empowered to act between annual meetings. ✓ Stockholder Right to Call a Special Meeting: The holders of at least 25% of our outstanding common stock for at least one year have the right to call a special stockholders meeting. ✓ Annual Board Evaluation: The Nominating and Corporate Governance Committee annually reviews and makes recommendations to the Board related to the size, structure and composition of the Board and its committees. Annual Say-on-Pay: In accordance with the Board’s recommendation as well as the majority of stockholders voting at the 2023 Annual Meeting, the Company conducts an annual say-on-pay vote. The Board recognizes the importance of an annual vote as it allows stockholders to provide direct input on the Company’s compensation policies and practices, and the resulting compensation for the named executive officers, every year. Robust Stock Ownership Guidelines: The Board of Directors believes that equity ownership by the Company’s directors and executive officers is important for the Company. Our directors and executive officers are subject to stock ownership guidelines to align their interests with those of our stockholders. Non-employee directors are required to hold not less than the number of shares of Common Stock equal in value to five times the annual cash retainer payable to a director. ✓ Regular Stockholder Engagement: We value our stockholders’ opinions and actively solicit input through our stockholder engagement program. During 2025, we had conversations with 57 stockholders representing approximately 43% of our outstanding common stock. We are responsive to stockholders and believe in maintaining active stockholder engagement. Director independence The Board of Directors has determined that each of our current directors, other than Mr. Concannon, our Chief Executive Officer (“CEO”), currently meet the independence requirements contained in the NASDAQ listing standards and applicable securities rules and regulations. In determining the independence of each of our non-employee directors, the Board considered the transactions described under “Certain relationships and related party transactions – Other transactions.” None of our non-employee directors has a relationship with the Company or its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Board refreshment We do not have director age or term limits, as we believe our efforts to regularly refresh the Board with new directors, as well as natural turnover, have achieved the appropriate balance between maintaining longer-term directors with deep institutional knowledge and new directors who bring new perspectives to our Board. Our Board reviews director tenure every year in connection with its director independence determinations. We plan to continue to evaluate the composition of our Board of Directors to ensure that it is composed of high functioning and qualified members. In addition, on an annual basis, the Nominating and Corporate Governance Committee reviews and makes recommendations to the Board related to the size, structure and composition of the Board and its committees. Since 2023, we have added 4 new directors, or 33% of our current director nominees. Board composition The Company’s Board Composition Statement, included in our Corporate Governance Guidelines, cites the design of the composition of the Board as an essential element in the attainment of its strategic objectives and in achieving sustainable and balanced development. In designing and evaluating the Board’s composition, a variety of attributes, including skills, knowledge, experience and length of service, are considered. The ultimate decision on all Board nominations is based on merit and the expected contributions that the selected candidates will bring to the Board. The Nominating and Corporate Governance Committee annually reviews the approval criteria for the selection of new directors and the evaluation and renomination of existing directors, including with regard to the Board Composition Statement. This annual evaluation enables the Board and the Nominating and Corporate Governance Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time. How nominees to our Board are selected

  30. New York, New York 10001

    Candidates for election to our Board of Directors are nominated by our Nominating and Corporate Governance Committee and ratified by our full Board of Directors for election by the stockholders. The Nominating and Corporate Governance Committee is tasked with identifying individuals qualified to become directors and considers candidates to fill positions on the Board based on a set of criteria for the selection and evaluation of directors approved by the Board. The Nominating and Corporate Governance Committee operates under a charter, which is available in the Investor Relations — Governance — Governance Documents section of our corporate website at www.marketaxess.com. Under our By-Laws, directors are elected by a majority of the votes cast. Pursuant to our resignation policy, if an incumbent nominee for director does not receive at least a majority of the votes cast, that director is required to tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating and Corporate Governance Committee will give the same consideration to properly submitted candidates recommended by stockholders as they do candidates suggested by other parties. Stockholders may recommend candidates for the Nominating and Corporate Governance Committee’s consideration by submitting such recommendations directly to the Nominating and Corporate Governance Committee as described below under “— Communicating with our Board members.” In making recommendations, stockholders should be mindful of the discussion of minimum qualifications set forth above under “— Qualifications for director nominees” though meeting such minimum qualification standards does not imply that the Nominating and Corporate Governance Committee will necessarily nominate the person recommended by a stockholder. The Nominating and Corporate Governance Committee may also engage outside search firms to assist in identifying or evaluating potential nominees. Board leadership structure The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company. The Board’s responsibility is one of oversight, and in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to, or shared with, its stockholders. As further detailed below, the Board’s leadership structure includes: • Separate Chairman and CEO: The roles of Chairman and CEO are held by two separate individuals. • Independent Chairman: Carlos M. Hernandez became Chairman of the Board effective January 1, 2025, following the retirement of our founder and former executive chairman, Mr. Richard M. McVey. Mr. Hernandez is an independent director. Independent, active and effective directors: Our directors are all of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies. Structural safeguards that preserve the Board’s independence: Our Corporate Governance Guidelines provide mechanisms such as the option for, and defined duties of, a Lead Independent Director and requirements that the members and chairs of our Board committees be independent directors. Our Corporate Governance Guidelines provide that the Board selects each of the Chairman and Chief Executive Officer in the manner that it determines to be in the best interests of the Company’s stockholders. Therefore, the Board does not have a policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined and, if it is to be separate, whether the Chairman should be selected from the independent directors. Our Corporate Governance Guidelines provide that the Chairman presides over executive sessions and, in consultation with management, sets the agenda for Board meetings, among other duties. Our Corporate Governance Guidelines further provide that the Company shall have a Lead Independent Director of the Board when the Chairman of the Board is an affiliated director, a member of the Company’s management or otherwise at the discretion of the Board. When the Board utilizes a Lead Independent Director position, our Corporate Governance Guidelines provide clearly defined responsibilities including that such person is responsible for, among other things, consulting with the Chairman regarding the agenda and meeting schedules for each Board meeting, coordinating the activities of the non-employee directors, including presiding over the executive sessions of non-employee directors, and serving as a liaison between the Chairman and the non-employee directors. The Lead Independent Director, when the Board has one, also has the authority to call meetings of the independent directors and, if requested by significant stockholders, is available for consultation and direct communication. The Board currently believes that separating the roles of the Chairman and the CEO, and appointing an independent Chairman, is in the best interests of the Company and its stockholders and represents the most effective leadership structure for the Company. The Board believes that strong independent leadership is essential for the Board to effectively perform its functions and to help promote independent oversight of management. The Board has also established other structural safeguards that serve to preserve the Board’s independent oversight of management. For example, the Board is comprised almost entirely of independent directors who are highly qualified and experienced, and who exercise a strong, independent oversight function. All of the Board’s committees are comprised entirely of, and are chaired by, independent directors. Independent oversight of our CEO’s performance is provided through a number of Board and committee processes and procedures, including regular executive sessions of non-employee directors and annual evaluations of our CEO’s performance against pre-determined goals. The Board believes that these safeguards preserve the Board’s independent oversight of management and provide a balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis. Board committees

  31. Internal Audit’s involvement in risk oversight

    | Director Compensation Structure | | | Retainers and Committee Fees | Annual Payment | | Board Member Cash Retainer | $95,000 | | Board Member Equity Retainer | $170,000 | | Chairman of the Board Fee 1 | $150,000 | | Audit and Risk Committee Fees 2 | $30,000_(Chair); $15,000_(Member) | | All Other Committees Fees 2 | $20,000_(Chair); $10,000_(Member) |

  32. Internal Audit’s involvement in risk oversight

    | Director Compensation for Fiscal 2025 | | | | | | Name | Fees Earned or Paid in Cash 1 | Stock Awards 2,4 | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | | Carlos M. Hernandez | $103,578 | $384,876 | – | $488,455 | | Nancy Altobello | $119,361 | $171,531 | – | $290,892 | | Steven L. Begleiter | $110,000 | $171,531 | – | $281,531 | | Stephen P. Casper | $127,500 | $171,531 | – | $299,031 | | Jane Chwick | $127,500 | $171,531 | – | $299,031 | | William Cruger | $133,750 | $171,531 | – | $305,281 | | Kourtney Gibson | $113,750 | $171,531 | – | $285,281 | | Roberto Hoornweg 3 | $96,132 | $212,981 | – | $309,113 | | Richard G. Ketchum | $117,500 | $171,531 | – | $289,031 | | Emily Portney | $103,750 | $171,531 | – | $275,281 |

  33. Elements of executive compensation

    Elements of executive compensation Our NEO’s compensation is comprised of base salaries and annual cash and equity incentives. The combination of these elements enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk, compensation with prudent risk-taking and the interests of our stockholders. Equity awards may be granted on an annual basis or as one-time awards, including multi-year awards that are attributed over multiple years of compensation. We believe that equity awards serve as an important part of an NEO’s compensation in that they further ensure alignment of the NEO’s interests with those of our stockholders. Annual variable cash and equity compensation gives the Compensation Committee the flexibility to tie NEO compensation to individual and corporate performance, which is an important element of our pay philosophy and each NEO’s compensation. The charts and table below summarize the elements of our compensation program as in effect for fiscal year 2025 and how each element supports the Company’s compensation objectives: (1) Excludes Mr. Berry, who joined the Company effective September 29, 2025, and Mr. Roupie, whose employment with the Company was terminated effective August 20, 2025.

  34. Elements of executive compensation

    | Component | | Performance Link | Description | | Base Salary | Cash | N/A |  Provides a consistent minimum level of compensation that is paid throughout the year at a cost-effective level for the Company | | Annual Cash Incentive | Cash | Adjusted operating income (75% for Mr. Concannon; 50% for all other NEOs) |  Performance-based cash incentive opportunity  Rewards short-term performance in a framework that discourages excessive risk-taking | | | | Individual performance and contributions to strategic objectives (25% for Mr. Concannon; 50% for all other NEOs) | | | Long-Term Annual Equity Incentive | 50% PSUs | U.S. credit market share (1/3rd) |  Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals  Three-year performance periods with one-year calculation periods  Targets for years two and three are generally linked to prior year’s targets or results  Cliff-vest after three years | | | | Revenue growth excluding U.S. credit (1/3rd) | | | | | Operating margin (1/3rd) | | | | 50% Time vested equity (RSUs and stock options) | Stock price performance |  Stock-based awards establish direct alignment with our stock price performance and stockholder interests  Mr. Concannon receives half of his annual long-term equity award that is time-based in RSUs and the other half in stock options  The other NEOs receive this portion of their award all in RSUs  Vest ratably over three years |

  35. Elements of executive compensation

    The NEOs also receive standard employee benefits, including healthcare, life insurance, disability and retirement savings plans. The NEOs do not generally receive any significant perquisites. See “Other Benefits; Perquisites.” The structure of our performance equity awards is aimed to significantly align stockholder interests and the compensation of our NEOs. For example, the performance equity awards that were granted in 2023 paid out in early 2026 at 43% of target. See “— 2025 compensation detail — Annual long-term equity incentives — Funding of the 2023 performance awards” for more information.

  36. 2025 compensation decisions

    2025 compensation decisions A significant portion of each NEO’s compensation is dependent on our financial performance. The annual cash incentives granted under our compensation program are tied to the Company’s adjusted operating income. The Company generated $398.1 million of adjusted operating income in 2025, which was below our 2025 internal target goal of $422.7 million. Accordingly, the cash incentive plan pool funding was lower than budgeted. See “Appendix A–Reconciliation of Non-GAAP Amounts” for a reconciliation of adjusted operating income to operating income, a non-GAAP measure. Further details about how the adjusted operating income affected the NEO’s cash incentive can be found under “— 2025 compensation detail — Annual cash incentives” below. The remainder of each NEO’s annual cash incentive awards for 2025 was determined by the Compensation Committee’s assessment of each NEO’s attainment of quantitative and qualitative performance criteria, which include contributions to the Company’s strategic objectives. Our annual long-term equity incentives are stock-based awards that establish direct alignment with our stock price performance and stockholder interests. 50% of the NEOs annual long-term equity incentives are comprised of performance stock units with performance criteria based on U.S. credit market share, revenue growth excluding U.S. credit and operating margin. The amount awarded to each of the NEOs is based upon the NEO’s individual performance and may be further informed by benchmark data.

  37. 2025 compensation decisions

    (1) “Annualized 2025 Total Compensation” differs from the figures shown in the total column of the table under “Executive compensation —Summary compensation table.” The Summary Compensation Table reflects the full grant date value of any equity award received by the NEOs in the year actually granted, in accordance with FASB ASC Topic 718. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC, effective September 29, 2025. Mr. Berry’s annualized base salary and annualized 2025 total compensation is shown in the table above. Due to his start date, Mr. Berry was not eligible to receive an annual cash bonus or an annual equity incentive for 2025. However, pursuant to his Contract of Employment, Mr. Berry received cash and equity make-whole and lost opportunity awards, the values of which are not included in the table above, which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. Refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Berry in 2025. (3) Mr. Panchal’s employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. Mr. Panchal's equity includes $250,000 from a previously granted multi-year equity award. See “Multi-year and one-time awards” below. (4) Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. Mr. Roupie’s annualized base salary and annualized 2025 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Roupie in 2025. Executive compensation practices and governance

  38. Role of independent compensation consultants

    Role of independent compensation consultants Pursuant to its charter, the Compensation Committee may retain and terminate any consultant or other advisor, as well as approve the consultant or other advisor’s fees and other engagement terms. For fiscal year 2025, the Compensation Committee retained FW Cook as its independent compensation consultant for purposes of advising on executive compensation. Representatives from FW Cook attended Compensation Committee meetings, participated in executive sessions and communicated directly with the Compensation Committee. During 2025, FW Cook provided the following services to the Compensation Committee: • Executive Compensation Design – Provided the Compensation Committee with executive compensation design suggestions and alternatives; • Pay Analysis – Reviewed and benchmarked competitive market pay levels with respect to 2025 compensation for our Executive Committee, including the NEOs; • Peer Group Construction – Reviewed and recommended changes to the Company’s peer group composition (as discussed below in Peer Group); and • General Advice/Compliance – Provided general compensation-related recommendations to the Compensation Committee and performed other services, including providing advice regarding regulatory and advisory compliance issues, CEO succession and other governance issues. FW Cook also advised the Compensation Committee with regard to the compensation for our Board of Directors and the executive compensation risk assessment. See “Corporate governance and board matters — Director compensation” and “— Compensation risk assessment” for more information. FW Cook reported directly, and is directly accountable, to the Compensation Committee. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and determined that its work did not raise any conflicts of interest. The Compensation Committee will continue to monitor the independence of its compensation consultant on an annual basis.

  39. Compensation risk assessment

    Compensation risk assessment The Compensation Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. The Compensation Committee regularly reviews the Company’s compensation policies and practices to ascertain any potential material risks that may be created by the Company’s compensation programs. FW Cook provided the Compensation Committee an assessment of the effectiveness of all major components of the Company’s compensation programs, including the mix between annual and long-term compensation; short and long-term incentive program design; incentive plan performance criteria and corresponding objectives; its clawback policy; and its stock ownership guidelines. The Compensation Committee’s review includes the compensation practices for our entire employee base to ensure that our pay practices, compensation programs and business strategies do not motivate imprudent risk-taking by any employee. The Compensation Committee considered these items in determining the appropriate compensation programs for the Company. The Company utilizes many design features that mitigate the likelihood of encouraging excessive risk-taking behavior. Among these design features are the use of: • Equity compensation with long-term vesting (three- to five-years); • Holding periods or cliff-vesting for certain long-term equity awards; • Clawback policies; • Stock ownership guidelines; • The Compensation Committee’s ability to exercise downward discretion in determining payouts, including after consideration of regulatory, compliance and legal issues; and • Training on our Code of Conduct and other policies that educate our employees on appropriate behaviors and the consequences of taking inappropriate actions. Based on the foregoing, the Compensation Committee and management agree that our compensation policies and practices do not encourage excessive risk-taking or create risks that are reasonably likely to have a material adverse effect on the Company. We believe that our compensation programs do not provide incentives that encourage risk-taking beyond the Company’s ability to effectively identify and manage significant risks and is compatible with the internal controls and the risk management practices of the Company. How we determine pay levels

  40. Peer group

    Peer group The Compensation Committee assesses the Company’s financial performance and executive compensation competitiveness against a group of peer companies that it selects based on input from FW Cook. A key objective of our executive compensation program is to ensure that the total compensation package and structure that we provide to our NEOs is competitive with the companies with whom we compete for executive talent. The 2025 peer group consisted of companies that are similar to the Company in terms of competitive positioning, financial size, operating characteristics, market sector or industry classification. FW Cook engages with the Compensation Committee to review the peer group annually and periodically make changes. In 2025, FW Cook completed an annual review of the composition of our peer group. Factors considered in determining the peer group (“Peer Group”) included: financial size (e.g., revenue, market capitalization, operating income); • whether companies compete with us for clients, executives or other employee talent; • market sector, asset class or product offering; • peers of peers, as well as peers designated by shareholder advisory firms in their annual reviews; and • reviewing the broader market for additional firms in financial services, IT services and software industries, based on relative revenue, market capitalization and operating income similarity. For 2025, our Peer Group was comprised of the following firms:

  41. Peer group

    | 2025 Peer Group | | | | ACI Worldwide, Inc. | Guidewire Software, Inc. | SEI Investments Company | | BGC Group | Hercules Capital, Inc. | Tradeweb Markets Inc. | | Cboe Global Markets, Inc. | Morningstar, Inc. | Virtu Financial, Inc. | | Clearwater Analytics Holdings, Inc. | MSCI Inc. | Virtus Investment Partners, Inc. | | Cohen & Steers, Inc. | nCino, Inc. | WisdomTree Investments, Inc. | | Factset Research Systems, Inc. | Q2 Holdings Inc. | |

  42. Peer group

    In 2025, we added Clearwater Analytics Holdings, Inc. (“Clearwater Analytics”) and Virtus Investment Partners, Inc. (“Virtus”) to, and removed AssetMark Financial Holdings, Inc. (”AssetMark”), Envestnet, Inc. (“Envestnet”), Fair Isaac Corporation (“Fair Isaac”) and Nasdaq, Inc. (“Nasdaq”) from, our Peer Group. We made these changes because: (a) Clearwater Analytics has a similar market capitalization and revenues as MarketAxess; (b) Virtus has a similar market capitalization and revenues as MarketAxess; (c) AssetMark was acquired by GTCR; (d) Envestnet was acquired by Bain Capital; (e) Fair Isaac Corporation has an outsized market capitalization relative to MarketAxess; and (f) Nasdaq has outsized revenues and market capitalization relative to MarketAxess.

  43. Benchmarking — importance and process

    Benchmarking — importance and process In addition to the peer group, FW Cook also used leading industry compensation surveys for the financial services and financial technology sectors for benchmarking purposes. The surveys provide a broader view of compensation levels and trends, which is useful in combination with the Peer Group data. The Compensation Committee considered this data, in conjunction with the Company’s performance and each NEO’s individual performance, contribution and expertise in determining how each NEO is paid vis-à-vis the recommended market data. 2025 compensation detail

  44. Elements of executive compensation

    Elements of executive compensation The compensation structure for our NEOs is comprised of base salaries and annual cash and equity incentives. The combination of these elements enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk, compensation with prudent risk-taking and stockholder interests. Equity awards may be granted on an annual basis or as one-time awards, including multi-year awards, that are attributed over multiple years of compensation. We believe that equity awards serve as an important part of an NEO’s compensation in that they further ensure alignment of the NEO’s interests with those of our stockholders. Annual variable cash and equity compensation gives the Compensation Committee the flexibility to tie NEO compensation to individual and corporate performance, which is an important element of our pay philosophy and each NEO’s compensation. The NEOs also receive standard employee benefits including healthcare, life insurance, disability and retirement savings plans. The NEOs do not generally receive any significant perquisites. See “Other Benefits; Perquisites.”

  45. Annual cash incentives

    Annual cash incentives The NEO’s annual cash incentives are designed to reward short-term performance in a framework that discourages excessive risk-taking. The chart below summarizes each NEO’s 2025 target annual cash incentive, along with the funding as a percentage of target for both the adjusted operating income and individual performance portions and the actual payout amounts for the year ended December 31, 2025.

  46. Annual cash incentives

    | 2025 Cash Incentive Summary (000's) | | | | | | | | | Funding as a Percentage of Target | | | | | Name | Target Cash Incentive | Adjusted Operating Income 1 | Individual | Total 2 | 2025 Cash Incentive | | Christopher R. Concannon | $1,775 | 94% | 61% | 86% | $1,525 | | Ilene J. Fiszel Bieler | $850 | 94% | 141% | 118% | $1,000 | | Dean Berry 3 | – | – | – | – | – | | Kevin M. McPherson | $950 | 94% | 85% | 89% | $850 | | Naineshkumar S. Panchal 4 | $1,075 | 94% | 55% | 74% | $800 | | Christophe Roupie 5 | $574 | – | – | – | – |

  47. Annual cash incentives

    Adjusted Operating Income is defined as operating income before (i) unplanned inorganic activity and (ii) the impact of cash incentives. It may also be adjusted to reflect charges for restructurings, the impact of corporate transactions or discontinued operations, events that are unusual in nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim judgments, settlements and the effects of accounting or tax law changes. See “Appendix A – Reconciliation of Non-GAAP Amounts” for a reconciliation of adjusted operating income to operating income. (2) Funding as a percentage of target is determined as follows: (i) for Mr. Concannon, 75% is based on adjusted operating income and 25% is based on individual performance and contributions to strategic objectives; and (ii) for the other NEOs, 50% is based on adjusted operating income and 50% is based on each NEO’s individual performance and contributions to strategic objectives. (3) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC, effective September 29, 2025. Due to his start date, Mr. Berry was not eligible to receive an annual cash bonus for 2025. Pursuant to the terms of his Contract of Employment, he received a cash make-whole award and cash lost opportunity award, which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. See “—Multi-year and one-time awards” below. (4) Mr. Panchal's employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. (5) Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. Following the termination of his employment, Mr. Roupie received only the severance payments and benefits that he was entitled to under his pre-existing Severance Protection Agreement, dated July 31, 2020, with no enhancements or discretionary add-ons. See “Executive Compensation — Potential Termination or change in control payments and benefits” below for the amounts actually paid to Mr. Roupie in 2025. The Compensation Committee increased the percentage of Mr. Concannon’s annual cash incentive tied to adjusted operating income performance from 60% to 75% for the fiscal year 2025. As a result, in 2025, 75% of Mr. Concannon’s annual cash incentive, and 50% of the other NEO’s respective annual cash incentives, was directly linked to the Company’s adjusted operating income results. This performance metric is different than the performance metrics used for the Company’s annual long-term equity incentive awards. The other 25% or 50%, as applicable, of the annual cash incentive for our NEOs was based on the executive’s individual performance (see “2025 individual performance” below). For 2025, the NEOs’ cash incentives were paid out of the 2009 Employee Performance Incentive Plan (the “Employee Cash Incentive Plan”).

  48. 2025 adjusted operating income performance

    | Adjusted Operating Income Performance Grid (millions) | | | | Performance | Adjusted Operating Income 1 | Payout | | 150% of Target or Higher | ≥$634.1 | 150% | | 125% of Target | $528.4 | 125% | | 100% of Target | $422.7 | 100% | | 2025 Actual | $398.1 | 94% | | 75% of Target | $317.0 | 75% | | 50% of Target | $211.4 | 50% | | 25% of Target | $105.7 | 25% | | 0% of Target | $0.0 | 0% |

  49. Annual long-term equity incentives

    Annual long-term equity incentives We grant equity awards to our NEO’s annually as part of our ongoing compensation program. SEC rules require that we report all equity granted during the applicable reporting year in our executive compensation tables (see “Executive compensation” below). As such, in this CD&A, we provide an overview of all equity awards granted in February 2025 for 2024 performance. However, in calculating total direct compensation (“TDC”), which includes cash payments, annual equity awards made in relation to prior year performance and the annualized value of multi-year equity awards, for performance year 2025, we used the value of equity granted in February 2026 in recognition of performance during 2025. Accordingly, we have also included an overview of equity awards granted in 2026. Our annual long-term equity incentives are stock-based awards that establish direct alignment with our stock price performance and stockholder interests. The amount awarded to each of the NEOs is based upon the NEO’s individual performance, which reflects the attainment of quantitative and qualitative performance criteria, inclusive of contributions to the Company’s growth strategy and may be further informed by benchmark data. For information on how the Compensation Committee determines the NEO’s individual performance and contributions to our growth strategy, please refer to the factors described under “2025 compensation detail – Annual Cash Incentives – 2025 individual performance.” The awards vest over a minimum of three years, and the first vesting date is at least one year from the date of grant. The composition of the annual equity awards granted to our NEOs in February 2025 and February 2026 were as follows:

  50. Annual long-term equity incentives

    | Component | Performance Link | Description | | 50% PSUs | U.S. credit market share (1/3rd) | • Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals • Three-year performance periods with one-year calculation periods • Targets for years two and three are generally linked to prior year’s targets or results • Cliff-vest after three years | | | Revenue growth excluding U.S. credit (1/3rd) | | | | Operating margin (1/3rd) | | | 50% Time vested equity (RSUs and stock options) | Stock price performance | • Stock-based award establishes direct alignment with our stock price performance and stockholder interests • Mr. Concannon receives half of his annual long-term equity award that is time-based in RSUs and the other half in stock options • The other NEOs receive this portion of their award all in RSUs • Vest ratably over three years |

  51. Annual long-term equity incentives

    Mr. Berry was not employed by the Company in February 2025. Due to his start date, he was not eligible to receive a year-end 2025 equity incentive. However, pursuant to his Contract of Employment, he received a lost opportunity equity award which was economically equivalent to foregone compensation from his former employer in the form of PSUs with the same performance criteria as described in the table above. Mr. Roupie did not receive an equity award in February 2026 because he was not then employed by the Company. The chart below shows the annual equity award value granted to our NEOs in February 2025 to reward their performance in 2024 and the value of any multi-year awards included in their TDC for 2024.

  52. Annual long-term equity incentives

    | 2024 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2025 for 2024 | | | | 2024 Equity | | Name | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon | – | $2,488 | $1,244 | $1,244 | $4,975 | $4,975 | | Ilene J. Fiszel Bieler | – | $575 | $575 | – | $1,150 | $1,150 | | Dean Berry 2 | – | – | – | – | – | – | | Kevin M. McPherson | – | $750 | $750 | – | $1,500 | $1,500 | | Naineshkumar S. Panchal 3 | $750 | $495 | $495 | – | $990 | $1,740 | | Christophe Roupie 4 | – | $499 | $499 | – | $998 | $998 |

  53. Annual long-term equity incentives

    See “—Multi-year and one-time awards” below. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC effective September 29, 2025. (3) Mr. Panchal's employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. In accordance with the terms of his pre-existing Severance Protection Agreement, unvested time-based equity awards scheduled to vest within the 12-month period following his termination date will continue to vest on their original schedule. Accordingly, one-third of the RSUs granted in February 2025 in respect of the 2024 performance year vested in February 2026 and one-third of the RSUs granted in February 2025 will continue to vest. All PSUs granted in February 2025, and the remaining one-third of the RSUs granted in February 2025, were immediately forfeited as of his termination date, as required by the terms of such awards. (4) Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. In accordance with the terms of his pre-existing Severance Protection Agreement, unvested equity awards scheduled to vest within the 12-month period following his termination date will continue to vest on their original schedule. Accordingly, one-third of the RSUs granted in February 2025 in respect of the 2024 performance year vested in February 2026. All PSUs granted in February 2025, and the remaining two-thirds of the RSUs granted in February 2025, were immediately forfeited as of his termination date, as required by the terms of such awards. The chart below shows the annual equity award value granted to our NEOs in February 2026 to reward their performance in 2025 and the value of any multi-year awards included in their TDC for 2025.

  54. Annual long-term equity incentives

    | 2025 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2026 for 2025 | | | | 2025 Equity | | Name | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon | – | $2,238 | $1,119 | $1,119 | $4,475 | $4,475 | | Ilene J. Fiszel Bieler | – | $850 | $850 | – | $1,700 | $1,700 | | Dean Berry 2 | – | – | – | – | – | – | | Kevin M. McPherson | – | $750 | $750 | – | $1,500 | $1,500 | | Naineshkumar S. Panchal 3 | $250 | $550 | $550 | – | $1,100 | $1,350 | | Christophe Roupie 4 | – | – | – | – | – | – |

  55. Annual long-term equity incentives

    (1) See “—Multi-year and one-time awards” below. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC effective September 29, 2025. Due to his start date, Mr. Berry was not eligible to receive an annual equity incentive for 2025. Pursuant to the terms of his Contract of Employment, he received equity make-whole and lost opportunity awards which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. See “—Multi-year and one-time awards” below. (3) Mr. Panchal's employment was terminated by the Company without Cause, effective April 1, 2026. See “Severance and change in control arrangements” below. In accordance with the terms of his pre-existing Severance Protection Agreement, unvested equity awards scheduled to vest within the 12-month period following his termination date will continue to vest on their original schedule. Accordingly, one-third of the RSUs granted in February 2026 in respect of the 2025 performance year will continue to vest. All PSUs granted in February 2026, and the remaining two-thirds of the RSUs, were immediately forfeited as of his termination date, as required by the terms of such awards. Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below.

  56. Performance stock units

    Performance stock units PSUs are intended to align our employees’ interests, including the NEOs, with those of our stockholders, with a focus on long-term financial results. PSUs are granted to the NEOs and other employees pursuant to the 2020 Equity Incentive Plan. The Compensation Committee approved the following awards of PSUs in February 2025 and February 2026:

  57. Performance stock units

    | 2024 and 2025 Performance Stock Unit Summary | | | | | | | | | Granted February 2025 for 2024 | | | Granted February 2026 for 2025 | | | | Name | Grant Date | Units Granted at Target | Grant Date Fair Value 1 | Grant Date | Units Granted at Target | Grant Date Fair Value 1 | | Christopher R. Concannon | 2/15/2025 | 12,403 | $2,399,856 | 2/15/2026 | 13,175 | $2,363,068 | | Ilene J. Fiszel Bieler | 2/15/2025 | 2,867 | $554,736 | 2/15/2026 | 5,005 | $897,697 | | Dean Berry 2 | – | – | – | – | – | – | | Kevin M. McPherson | 2/15/2025 | 3,740 | $723,653 | 2/15/2026 | 4,416 | $792,054 | | Naineshkumar S. Panchal 3 | 2/15/2025 | 2,468 | $477,533 | 2/15/2026 | 3,239 | $580,947 | | Christophe Roupie 4 | 2/15/2025 | 2,488 | $481,403 | – | – | – |

  58. Performance stock units

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of PSUs to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC effective September 29, 2025. Due to his start date, Mr. Berry was not eligible to receive an annual equity incentive for 2025. Pursuant to the terms of his Contract of Employment, he received equity make-whole and lost opportunity awards which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. See “—Multi-year and one-time awards” below. (3) Mr. Panchal’s employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. In connection with Mr. Panchal’s termination, the PSUs granted in February 2025 and February 2026 were forfeited. (4) Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. In connection with Mr. Roupie’s termination, the PSUs granted in February 2025 were forfeited. The performance metrics used for PSUs granted in February 2025 and February 2026 are different than the performance metric used for the Company’s annual cash incentive plan. Goals were set at the beginning of the performance period based on prior actual results and the Company’s budget. The goals and the Company’s budget are each subject to review and approval by the Board. The Compensation Committee seeks to make target goals rigorous with year-over-year growth required to achieve target, while exceeding the threshold goals is expected to be achievable. The Company intends to disclose the performance metric payout results as a percentage of target, as well as the resulting payout for the PSUs as a percentage, following the Compensation Committee’s certification of the Company’s results against such targets at the end of each applicable three-year performance period. See “— Funding of the 2023 performance awards” for information regarding the payout of awards that have vested in 2026. The PSUs granted to the NEOs cliff-vest after three years and have three-year performance periods with one-year calculation periods, with targets for years two and three determined at the time of grant and generally linked to the prior year’s target or result. The targets for the PSUs that were granted to our NEOs in February 2026 were set in line with the Company’s 2025 results for the 2026 measurement period, and will increase by an additional 0.5% from the prior year in each of the 2027 and 2028 measurements periods for U.S. Credit Market Share, and an additional 0.75% from the prior year in each of the 2027 and 2028 measurements periods for Operating Margin and Revenue Growth Excluding U.S. Credit. The 2026 targets for Operating Margin and Revenue Growth Excluding U.S. credit exclude the impact of revenue and expenses attributable to the RFQ-hub business. The 2027 targets for Operating Margin and Revenue Growth Excluding U.S. Credit will be based on 2026 targets, but will be adjusted to include the impact of revenue and expenses attributable to the RFQ-hub business in 2026. For the awards granted in February 2025 and February 2026, the Compensation Committee established U.S. credit market share (1/3rd), revenue growth excluding U.S. credit (1/3rd), and operating margin (1/3rd) as the three financial metrics applicable to the awards. U.S. credit market share is a relative metric that captures our market share performance in U.S. high grade and U.S. high yield bonds. Revenue growth excluding U.S. credit includes our performance with respect to emerging markets bonds, eurobonds, U.S. government bonds, municipal bonds, information services, technology services and post-trade services and other revenue streams. The PSU payout opportunity ranges from 0% to 200% of target, based on performance. The awards are subject to continued service and any applicable severance provisions set forth in an NEO’s employment agreement, severance protection agreements and award agreement terms, each as applicable. The chart below summarizes the performance metrics for the PSUs held by our NEOs that are currently outstanding:

  59. Performance stock units

    | Performance Metrics for Outstanding Performance Stock Units | | | | Performance Metrics 1 | Metric Weightings | Performance Range | | U.S. Credit Market Share | 1/3 | 0% - 200% | | Revenue Growth Excluding U.S. Credit | 1/3 | 0% - 200% | | Operating Margin | 1/3 | 0% - 200% |

  60. Performance stock units

    (1) In accordance with the 2020 Equity Incentive Plan, the Committee may provide for the performance goals to which an award is subject, or the manner in which performance will be measured against such performance goals, to be adjusted in such manner as it deems appropriate, including, without limitation, adjustments to reflect charges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations, events that are unusual in nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim judgments, settlements, and the effects of accounting or tax law changes.

  61. RSUs and stock options

    RSUs and stock options RSUs and stock options are intended to align our employees’ interests, including the NEOs, with those of our stockholders, and promote retention. RSUs and stock options are granted to the NEOs and other employees pursuant to the 2020 Equity Incentive Plan. Mr. Concannon receives half of the portion of the annual long-term equity award that is time-based in RSUs and the other half in stock options. The other NEOs receive this portion of their award all in RSUs. In addition, settlement of RSU grants may be deferred at the NEO’s election, which provides an added benefit of allowing the NEO to maintain additional upside leverage in our shares of Common Stock through delayed taxation. Generally, deferring RSUs has no impact on an RSU’s vesting schedule, except that the initial vesting date for an RSU deferred in the year of grant must occur at least 13 months after the grant date in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee approved the following awards of RSUs and stock options in February 2025 and February 2026 for 2024 and 2025 performance, respectively:

  62. RSUs and stock options

    | 2024 and 2025 Restricted Stock Unit Summary | | | | | | | | | Granted February 2025 for 2024 | | | Granted February 2026 for 2025 | | | | Name | Grant Date | Units Granted | Grant Date Fair Value 1 | Grant Date | Units Granted | Grant Date Fair Value 1 | | Christopher R. Concannon | 2/15/2025 | 6,202 | $1,200,025 | 2/15/2026 | 6,588 | $1,181,624 | | Ilene J. Fiszel Bieler | 2/15/2025 | 2,867 | $554,736 | 2/15/2026 | 5,005 | $897,697 | | Dean Berry 2 | – | – | – | – | – | – | | Kevin M. McPherson | 2/15/2025 | 3,740 | $723,653 | 2/15/2026 | 4,416 | $792,054 | | Naineshkumar S. Panchal 3 | 2/15/2025 | 2,468 | $477,533 | 2/15/2026 | 3,239 | $580,947 | | Christophe Roupie 4 | 2/15/2025 | 2,488 | $481,403 | – | – | – |

  63. RSUs and stock options

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of RSUs to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC, effective September 29, 2025. Due to his start date, Mr. Berry was not eligible to receive an annual equity incentive for 2025. Pursuant to the terms of his Contract of Employment, he received equity make-whole and lost opportunity awards which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. See “—Multi-year and one-time awards” below. (3) Mr. Panchal’s employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. In connection with Mr. Panchal’s termination, one-third of the RSUs granted in February 2025 in respect of the 2024 performance year were forfeited, and two-thirds of the RSUs granted in February 2026 in respect of the 2025 performance year were forfeited. The remaining RSUs will continue to vest in accordance with the terms of Mr. Panchal’s Severance Protection Agreement. (4) Mr. Roupie’s employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. In connection with Mr. Roupie’s termination, two-thirds of the RSUs granted in February 2025 in respect of the 2024 performance year were forfeited. The remaining RSUs will continue to vest in accordance with the terms of Mr. Roupie’s Severance Protection Agreement.

  64. RSUs and stock options

    | 2024 and 2025 Stock Option Summary | | | | | | | | | | | Granted February 2025 for 2024 | | | | Granted February 2026 for 2025 | | | | | Name | Grant Date | Units Granted | Strike Price | Grant Date Fair Value 1 | Grant Date | Units Granted | Strike Price | Grant Date Fair Value 1 | | Christopher R. Concannon | 2/15/2025 | 17,985 | $193.49 | $1,208,646 | 2/15/2026 | 21,736 | $179.36 | $1,118,776 |

  65. RSUs and stock options

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of stock options to grant by dividing the target grant value by Black-Scholes value per option. The stock options granted to the CEO vest ratably over three years. The exercise price of the stock options granted to the CEO is the closing market price of our Common Stock on the date of grant.

  66. Funding of the 2023 performance awards

    Funding of the 2023 performance awards The performance stock units (“PSUs”) granted to Messrs. Concannon, McPherson, Panchal and Roupie (the “2023 Performance Equity Awards”) for 2022 performance were each subject to U.S. credit market share, revenue growth excluding U.S. credit and operating margin performance metrics, weighted at one-third each. The performance period of the 2023 Performance Equity Awards was from January 1, 2023 to December 31, 2025. Ms. Fiszel Bieler and Mr. Berry were not serving in their roles when the 2023 Performance Equity Awards were granted and did not receive the 2023 Performance Equity Awards. In accordance with the terms of his Severance Protection Agreement, Mr. Roupie received his 2023 Performance Equity Award at actual performance. See “Executive compensation — Employment agreements and severance arrangements with our Named Executive Officers.” In January 2026, the Compensation Committee certified the Company’s consolidated financial performance under the 2023 Performance Equity Awards against the previously determined U.S. credit market share, revenue growth excluding U.S. credit and operating margin metrics, adjusting for unplanned merger and acquisition activity and currency fluctuations, in accordance with the 2020 Equity Incentive Plan. As demonstrated in the chart below, as a percentage of target performance, U.S. credit market share, revenue growth excluding U.S. credit and operating margin funded at 22%, 30% and 78%, respectively, with a resulting payout for the 2023 Performance Equity Awards calculated at 43% of target.

  67. Funding of the 2023 performance awards

    | 2023 Performance Stock Unit Award Funding | | | | | | | Performance | Metric | Performance Periods | | | Total | | Metrics | Weightings | 2023 | 2024 | 2025 | Funding | | U.S. Credit Market Share | 1/3 | 32% | 0% | 33% | 22% | | Revenue Growth Excluding U.S. Credit | 1/3 | 23% | 60% | 6% | 30% | | Operating Margin | 1/3 | 38% | 123% | 73% | 78% | | Total | 100% | – | – | – | 43% |

  68. Multi-year and one-time awards

    Multi-year and one-time awards One-time awards are not a regular part of the Company’s annual compensation program for existing NEOs. In alignment with the feedback we received from our stockholders, we expect that the use of multi-year and other one-time equity awards will be limited to circumstances such as the hiring of new executives, promotions or the retention of key executives. Mr. Panchal’s multi-year award granted in 2022 in relation to his appointment as Chief Information Officer (the “CIO Multi-year Award”) had a grant date fair value of $2.5 million. The CIO Multi-year Award consisted of RSUs with a grant date fair value of $1 million that cliff-vested in March 2026 and PSUs with a grant date fair value of $1.5 million. The Compensation Committee designed the RSUs granted as part of the CIO-Multi-year Award such that $1 million was spread over four years of annual compensation and reduced the amount of the annual equity award that Mr. Panchal received for each of those performance years by $250,000 on a dollar-for-dollar basis. The Compensation Committee designed the PSUs granted as part of the CIO-Multi-year Award such that $1.5 million was spread over three years of annual compensation and reduced the amount of the annual equity award that Mr. Panchal received for each of those performance years by $500,000 on a dollar-for-dollar basis. In connection with his promotion to Chief Executive Officer, Mr. Concannon received a one-time promotion award (the “Concannon Promotion Award”) that consisted of the following: (i) RSUs with a grant value of $1.05 million; and (ii) PSUs with a target grant date fair value of $2.45 million. 25% of the RSUs vested in April 2026, 25% will vest in April 2027 and the remaining 50% will vest in April 2028. The PSUs have a compound annual growth rate performance metric, calculated using (i) a starting stock price equal to the average closing stock price of each trading day during the thirty (30) calendar days immediately preceding the grant date and (ii) an ending stock price equal to the average closing stock price of each trading day during the ninety (90) calendar days ending on the final day of the applicable performance period. 25% of the PSUs have a three-year performance period, 25% of the PSUs have a four-year performance period and 50% of the PSUs have a five-year performance period. In connection with her hiring as Chief Financial Officer, Ms. Fiszel Bieler received a one-time sign on award (the “Fiszel Bieler Sign On Award”) with a grant date value of $750,000 that consisted of the following: (i) 50% RSUs that will vest in three substantially equal annual installments on each anniversary of the award date, subject to Ms. Fiszel Bieler’s continued service to the Company; and (ii) 50% performance stock units that will cliff-vest on the third anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company through such date and with performance criteria materially similar to the performance criteria contained in the annual performance stock unit award agreement provided to other executive officers in February 2024, except that the performance period for Ms. Fiszel Bieler will be January 1, 2025 through December 31, 2026 with equally weighted calculation periods covering January 1, 2025 to December 31, 2025 and January 1, 2026 to December 31, 2026. In connection with his hiring as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC, and to replace lost compensation opportunities from Mr. Berry’s prior employer, Mr. Berry received (i) a $659,300 cash lost opportunity award in October 2025 and (ii) a $2,060,972 equity lost opportunity award granted in February 2026 in the form of performance stock units, each economically equivalent to compensation Mr. Berry was otherwise expected to receive from his prior employer. The equity lost opportunity award will cliff-vest on the third anniversary of the grant date, subject to Mr. Berry’s continued service and with performance criteria materially similar to the annual performance stock unit awards granted to other executive officers in February 2026. See “—Performance stock units” above. Mr. Berry also received a: (i) $659,300 cash make-whole award and (ii) a $4,532,028 equity make-whole award, in the form of RSUs vesting ratably over three years, each economically equivalent to forgone compensation at his prior employer. Both cash awards are subject to repayment to the Company if he were to resign from the Company under certain circumstances or if he is terminated for “Cause” (as defined in his Contract of Employment) within one year (in the case of the cash lost opportunity award) or two years (in the case of the cash make-whole award) of his start date. In addition, the equity lost opportunity award and equity make-whole award would continue to vest if Mr. Berry were terminated without “Cause” or resigns with Good Reason under certain circumstances. See “Executive Compensation — Potential termination or change in control payments and benefits.” In determining the number of shares underlying such awards, those awards were converted to U.S. dollars using the spot exchange rate as of the grant date and awarded in units of our common stock.

  69. Total direct compensation

    (1) “Annualized 2025 Total Compensation” differs from the figures shown in the total column of the table under “Executive compensation —Summary compensation table.” The Summary Compensation Table reflects the full grant date value of any equity award received by the NEOs in the year actually granted, in accordance with FASB ASC Topic 718. (2) Mr. Berry joined the Company as Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC, effective September 29, 2025. Mr. Berry’s annualized base salary and annualized 2025 total compensation is shown in the table above. Due to his start date, Mr. Berry was not eligible to receive an annual cash bonus or annual cash incentive for 2025. However, pursuant to his Contract of Employment, Mr. Berry received cash and equity make-whole and lost opportunity awards, the values of which are not included in the table above, which were economically equivalent to compensation Mr. Berry forfeited or was otherwise expected to receive from his former employer. Refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Berry in 2025. (3) Mr. Panchal's employment was terminated by the Company without Cause effective April 1, 2026. See “Severance and change in control arrangements” below. Mr. Panchal's equity includes $250,000 from a previously granted multi-year equity award. See “—Multi-year and one-time awards” below. (4) Mr. Roupie's employment was terminated by the Company without Cause effective August 20, 2025. See “Severance and change in control arrangements” below. Mr. Roupie’s annualized base salary and annualized 2025 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Roupie in 2025. Additional compensation information

  70. Timing of stock option awards

    Timing of stock option awards We have certain practices relating to the timing of grants of stock options. Annual stock option awards to our employees, including our named executive officers, are made on a pre-determined schedule in mid-February and during an open trading window. Neither the Board nor the Compensation Committee take material nonpublic information into account when determining the timing and terms of stock options, except that if the Company is in possession of material non-public information on an anticipated grant date, the Compensation Committee or the Board, as applicable, will defer the grant date until a date on which the Company is not in possession of material nonpublic information. It is the Company’s practice not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  71. Severance and change in control arrangements

    Severance and change in control arrangements In hiring and retaining executive level talent, the Compensation Committee believes that providing the executive with a level of security in the event of an involuntary termination of employment or in the event of a change in control is an important and competitive part of the executive’s compensation package. We entered into an employment agreement with Mr. Concannon that provides for severance payments and benefits in the event of the termination of his employment under certain circumstances. Mr. Berry’s Contract of Employment also provides that certain equity awards shall continue to vest and cash bonus to be paid in the event of the termination of his employment under certain circumstances. The other NEOs are entitled to severance payments and benefits in the event of termination of their employment under certain circumstances pursuant to the terms of severance protection agreements. The severance protection agreements also provide for the accelerated vesting of some or all outstanding equity awards in the event of termination of their employment under certain circumstances or upon a change in control of the Company. While the agreements with our NEOs are designed to protect them in the event of a change in control, they do not provide for “single-trigger” protection, nor does the Company provide any 280G protection or “gross-up” for excise taxes that may be imposed under Code Section 4999. The agreements do provide that if any payments or benefits paid or provided to the executive would be subject to, or result in, the imposition of the excise tax imposed by Code Section 4999, then the amount of such payments will be automatically reduced to one dollar less than the amount that subjects such payment to the excise tax, unless they would, on a net after-tax basis, receive less compensation than if the payment were not so reduced. Mr. Roupie’s employment was terminated by the Company without Cause effective August 20, 2025, following a three-month notice period required under his contract of employment. Pursuant to his pre-existing Severance Protection Agreement, dated July 31, 2020, Mr. Roupie received the following standard severance benefits with no enhancements or discretionary additions: (i) a $935,108 severance payment (consisting of base salary, average annual bonus and notice period remuneration); (ii) a $361,790 pro-rata bonus for the period worked in 2025; and (iii) the continuation of vesting for unvested equity incentive awards scheduled to vest within the 12-month period following his termination date, in accordance with the terms of his Severance Protection Agreement. All other unvested equity awards not subject to the 12-month continuation period were immediately forfeited as of his termination date, as required by the terms of such awards. Mr. Panchal’s employment was terminated by the Company without Cause effective April 1, 2026. Pursuant to his pre-existing Severance Protection Agreement, dated March 1, 2022, Mr. Panchal received the following standard severance benefits with no enhancements or discretionary additions: (i) a $1,305,384 severance payment (consisting of base salary, average annual bonus, and accrued but unused vacation days); (ii) a $210,671 pro-rata bonus for the period worked in 2026; (iii) continued healthcare coverage for 12 months; and (iv) the continuation of vesting for unvested equity incentive awards scheduled to vest within the 12-month period following his termination date, in accordance with the terms of his Severance Protection Agreement. All other unvested equity awards not subject to the 12-month continuation period were immediately forfeited as of his termination date, as required by the terms of such awards. See “Executive Compensation — Potential termination or change in control payments and benefits” for additional information regarding these arrangements, payments and benefits.

  72. Impact of tax and accounting

    Impact of tax and accounting As a general matter, the Compensation Committee reviews and considers the tax and accounting implications of using the various forms of compensation employed by the Company. When determining the size of grants to our NEOs and other employees under the Company’s 2020 Equity Incentive Plan, the Compensation Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718, grants of stock options, restricted stock, RSUs, performance shares and other stock-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For restricted stock, RSUs and performance equity that do not have market-based performance criteria, the cost is equal to the fair value of the Common Stock on the date of grant times the number of shares or units granted, with adjustments made proportionally for the number of performance shares and PSUs expected to vest at the end of each accounting period until final certification of the award. For performance equity that have market-based performance criteria, the cost is equal to the fair value determined using a Monte Carlo valuation model. For stock options, the cost is equal to the fair value determined using a Black-Scholes option pricing model. This expense is recognized over the requisite service or performance period. Section 162(m) of the Code (“Section 162(m)”) generally prohibited any publicly-held corporation from taking a Federal income tax deduction for compensation paid in excess of $1 million in any taxable year to certain executive officers and certain other individuals. Exceptions to this rule had historically included qualified performance-based compensation. However, this performance-based exception from the deduction limit has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our U.S. NEOs in excess of $1 million is not deductible unless it qualifies for the limited transition relief applicable to certain arrangements in place as of November 2, 2017. While the Compensation Committee considers tax deductibility as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. There can be no assurance that any compensation will in fact be deductible. REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS The Compensation and Talent Committee (the “Compensation Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis to be included in this Proxy Statement. Based on the reviews and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  73. Impact of tax and accounting

    | 2025 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards 1 | Option Awards 1 | Non- Equity Incentive Plan Compensation 2 | All Other Compensation 3 | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | 2025 | $750,000 | – | $3,599,881 | $1,208,646 | $1,525,000 | $17,500 | $7,101,027 | | Chief Executive Officer | 2024 | $750,000 | – | $2,639,826 | $887,516 | $1,525,000 | $17,500 | $5,819,842 | | | 2023 | $650,000 | – | $5,627,725 | $705,361 | $1,300,000 | $10,000 | $8,293,086 | | Ilene J. Fiszel Bieler | 2025 | $500,000 | – | $1,109,472 | – | $1,000,000 | $17,500 | $2,626,972 | | Chief Financial Officer | 2024 | $274,615 | – | $715,206 | – | $850,000 | $5,492 | $1,845,313 | | | 2023 | – | – | – | – | – | – | – | | Dean Berry 4 | 2025 | $190,284 | $659,300(5) | $4,444,744(6) | – | – | $18,460 | $5,312,789 | | Group Chief Operating Officer and Chief Executive Officer, EMEA & APAC | 2024 | – | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | – | | Kevin M. McPherson | 2025 | $450,000 | – | $1,447,305 | – | $850,000 | $17,500 | $2,764,805 | | Chief Revenue Officer | 2024 | $450,000 | – | $1,610,973 | – | $850,000 | $0 | $2,910,973 | | | 2023 | $450,000 | – | $1,561,757 | – | $675,000 | $10,000 | $2,696,757 | | Naineshkumar S. Panchal 7 | 2025 | $450,000 | – | $955,067 | – | $800,000 | $17,500 | $2,222,567 | | Former Chief Information Officer | 2024 | $450,000 | – | $1,189,818 | – | $935,000 | $17,500 | $2,592,318 | | | 2023 | $450,000 | – | $654,676 | – | $800,000 | $10,000 | $1,914,676 | | Christophe Roupie 8 | 2025 | $310,868 | – | $962,806 | – | – | $1,323,068 | $2,596,742 | | Former Head of EMEA and APAC | 2024 | – | – | – | – | – | – | – | | | 2023 | $460,760 | – | $917,120 | – | $466,986 | $87,883 | $1,932,749 |

  74. Impact of tax and accounting

    | 2025 Grants of Plan-Based Awards Table | | | | | | | | | | | | | | Name and | Grant | Approval | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Award Type | Date | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards 1 | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($ / Sh) | ($) | | Christopher R. Concannon | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $1,775,000 | $2,662,500 | | | | | | | | | Restricted Stock Units 3 | 02/15/2025 | 01/23/2025 | | | | | | | 6,202 | | | $1,200,025 | | Performance Stock Units 4 | 02/15/2025 | 01/23/2025 | | | | 0 | 12,403 | 24,806 | | | | $2,399,856 | | Stock Options 5 | 02/15/2025 | 01/23/2025 | | | | | | | | 17,985 | $193.49 | $1,208,646 | | Ilene J. Fiszel Bieler | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $850,000 | $1,275,000 | | | | | | | | | Restricted Stock Units 3 | 02/15/2025 | 01/16/2025 | | | | | | | 2,867 | | | $554,736 | | Performance Stock Units 4 | 02/15/2025 | 01/16/2025 | | | | 0 | 2,867 | 5,734 | | | | $554,736 | | Dean Berry 6 | | | | | | | | | | | | | | Restricted Stock Units 7 | 10/01/2025 | 05/16/2025 | | | | | | | 26,017 | | | $4,444,744 | | Kevin M. McPherson | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $950,000 | $1,425,000 | | | | | | | | | Restricted Stock Units 3 | 02/15/2025 | 01/16/2025 | | | | | | | 3,740 | | | $723,653 | | Performance Stock Units 4 | 02/15/2025 | 01/16/2025 | | | | 0 | 3,740 | 7,480 | | | | $723,653 | | Naineshkumar S. Panchal 8 | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $1,075,000 | $1,612,500 | | | | | | | | | Restricted Stock Units 3,8 | 02/15/2025 | 01/16/2025 | | | | | | | 2,468 | | | $477,533 | | Performance Stock Units 4,8 | 02/15/2025 | 01/16/2025 | | | | 0 | 2,468 | 4,936 | | | | $477,533 | | Christophe Roupie 9 | | | | | | | | | | | | | | Restricted Stock Units 3,9 | 02/15/2025 | 01/16/2025 | | | | | | | 2,488 | | | $481,403 | | Performance Stock Units 4,9 | 02/15/2025 | 01/16/2025 | | | | 0 | 2,488 | 4,976 | | | | $481,403 |

  75. Impact of tax and accounting

    | Outstanding Equity Awards - Year End 2025 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | Christopher R. Concannon | | | | | 650(1) | $117,813 | | | | | | | | | 2,729(2) | $494,631 | | | | | | | | | 2,635(3) | $477,594 | | | | | | | | | 6,202(4) | $1,124,113 | | | | | | | | | | | 3,934(11) | $713,038 | | | | | | | | | 5,039(12) | $913,319 | | | | | | | | | 7,981(13) | $1,446,556 | | | | | | | | | 12,403(14) | $2,248,044 | | | 4,358(17) | | $523.00 | 01/15/2027 | | | | | | | 6,263(18) | | $344.48 | 01/31/2028 | | | | | | | 3,827(19) | 1,886(19) | $358.53 | 02/15/2029 | | | | | | | 3,911(20) | 7,592(20) | $220.50 | 02/15/2030 | | | | | | | | 17,985(21) | $193.49 | 02/15/2031 | | | | | | Ilene J. Fiszel Bieler | | | | | 1,198(5) | $217,138 | | | | | | | | | 2,867(4) | $519,644 | | | | | | | | | | | 1,797(15) | $325,706 | | | | | | | | | 2,867(14) | $519,644 | | Dean Berry | | | | | 26,017(6) | $4,715,581 | | | | Kevin M. McPherson | | | | | 719(1) | $130,319 | | | | | | | | | 2,411(3) | $436,994 | | | | | | | | | 3,740(4) | $677,875 | | | | | | | | | | | 2,178(11) | $394,763 | | | | | | | | | 3,653(13) | $662,106 | | | | | | | | | 3,740(14) | $677,875 | | Naineshkumar S. Panchal | | | | | 2,658(7) | $481,763 | | | | | | | | | 302(1) | $54,738 | | | | | | | | | 1,781(3) | $322,806 | | | | | | | | | 2,468(8) | $447,325 | | | | | | | | | | | 913(11) | $165,481 | | | | | | | | | 2,698(13) | $489,013 | | | | | | | | | 2,468(16) | $447,325 | | Christophe Roupie | | | | | 423(1) | $76,669 | | | | | | | | | 831(9) | $150,619 | | | | | | | | | 845(10) | $153,156 | | | | | | | | | | | 1,279(11) | $231,819 |

  76. Impact of tax and accounting

    | 2025 Option Exercises and Stock Vesting | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise 1 | Number of Shares Acquired on Vesting | Value Realized on Vesting 2 | | | (#) | ($) | (#) | ($) | | Christopher R. Concannon | – | – | 4,223 | $870,961 | | Ilene J. Fiszel Bieler | – | – | 599 | $131,193 | | Dean Berry | – | – | – | – | | Kevin M. McPherson | – | – | 3,451 | $703,911 | | Naineshkumar S. Panchal | – | – | 4,063 | $784,158 | | Christophe Roupie | – | – | 2,248 | $458,517 |

  77. Impact of tax and accounting

    | 2025 Non-Qualified Deferred Compensation Table | | | | | | | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year-End | | | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | – | – | $66,022(3) | – | $473,820(5) | | | $144,656(1) | – | -$49,618(4) | – | $249,453(6) | | Ilene J. Fiszel Bieler | $85,000(2) | – | $9,387(3) | – | $94,387(7) | | Dean Berry | – | – | – | – | – | | Kevin M. McPherson | – | – | – | – | – | | Naineshkumar S. Panchal | – | – | – | – | – | | Christophe Roupie | – | – | – | – | – |

  78. Your vote

    | Pay Versus Performance 1 | | | | | | | | | | | | | Summary Compensation Table Total for PEO 2 | | Compensation Actually Paid to PEO 3 | | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based On: | | Net Income 8 (millions) | Adjusted Operating Income 9 (millions) | | Year | Concannon | McVey | Concannon | McVey | NEOs 4 | NEOs 5 | TSR 6 | Peer Group TSR 7 | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $7,101,027 | N/A | $4,716,854 | N/A | $3,104,775 | $2,493,750 | $33.56 | $194.20 | $246.9 | $398.1 | | 2024 | $5,819,842 | N/A | ($88,816) | N/A | $2,262,950 | $1,534,249 | $41.19 | $167.89 | $274.2 | $392.2 | | 2023 | $8,293,086 | $5,420,785 | $5,270,186 | ($4,411,280) | $1,868,629 | $1,552,561 | $52.69 | $132.61 | $258.1 | $361.1 | | 2022 | N/A | $5,553,833 | N/A | ($17,047,453) | $3,600,351 | $1,318,174 | $49.65 | $114.25 | $250.2 | $370.4 | | 2021 | N/A | $5,742,184 | N/A | ($23,796,801) | $2,778,019 | ($567,512) | $72.49 | $132.32 | $257.9 | $379.6 |

  79. Your vote

    | PEO Compensation Actually Paid: Christopher R. Concannon | | | | | | Year | Summary Compensation Table Total | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid | | 2025 | $7,101,027 | $4,808,527 | $2,424,354 | $4,716,854 |

  80. Your vote

    | Average Non-PEO NEO Compensation Actually Paid | | | | | | Year | Summary Compensation Table Total | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid | | 2025 | $3,104,775 | $1,783,879 | $1,172,854 | $2,493,750 |

  81. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023, Mr. McVey for 2022 and 2021 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022 and 2021) reflects a pay-for-performance orientation over the five-year period. Variations in compensation actually paid in any particular year are influenced by the timing and vesting of multi-year or sign-on equity awards, changes in stock price, and the transition of executive leadership during the period. The linkage between compensation actually paid and the Company’s cumulative TSR is driven by the significant portion of NEO compensation comprised of equity awards.

  82. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023, Mr. McVey for 2022 and 2021 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022 and 2021) reflects a pay-for-performance orientation over the five-year period. Variations in compensation actually paid in any particular year are influenced by the timing and vesting of multi-year or sign-on equity awards, changes in stock price, and the transition of executive leadership during the period.

  83. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income As demonstrated by the following graph, the amount of compensation actually paid to Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023, and Mr. McVey for 2022 and 2021 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Concannon for 2025 and 2024, Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022 and 2021) reflects a pay-for-performance orientation. Variations in compensation actually paid in any particular year are influenced by the timing and vesting of multi-year or sign-on equity awards, changes in stock price, and the transition of executive leadership during the period. As described above, Adjusted Operating Income is defined as operating income before: (i) unplanned inorganic activity and (ii) the impact of cash incentives. It may also be adjusted to reflect charges for restructurings, the impact of corporate transactions or discontinued operations, events that are unusual in nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim judgments, settlements and the effects of accounting or tax law changes. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Operating Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the pay versus performance table above) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted Operating Income as the financial component of the Company’s short-term incentive compensation program. See “– Compensation Discussion and Analysis.” General information This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors of the Company, to be used at our Annual Meeting scheduled for Wednesday, June 10, 2026, at 9:00 AM, Eastern Daylight Time, via live audio webcast at www.virtualshareholdermeeting.com/MKTX2026. Holders of record of our Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. On that date, there were 35,180,841 shares entitled to be voted. The Annual Meeting will be held in virtual format only. You will not be able to attend the Annual Meeting physically, however you may vote and submit questions while attending the Annual Meeting online via the live audio webcast. To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card. You will be able to submit questions during the meeting by typing in your question in the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing 800-586-1548 (U.S.) or 303-562-9288 (International) during the meeting. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to vote your shares, either by voting online during the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you vote via the Internet or telephone or execute the attached paper proxy card, the individuals designated will vote your shares according to your instructions. If any matter other than the Proposals listed in the Notice of Annual Meeting of Stockholders is presented at the Annual Meeting, the designated individuals will, to the extent permissible, vote all proxies in the manner that the Board may recommend or, in the absence of such recommendation, in the manner they perceive to be in the best interests of the Company. If you indicate when voting via the Internet that you wish to vote as recommended by the Board or if you execute the enclosed paper proxy card but do not give instructions, your proxy will be voted as follows: (1) FOR the election of each of the nominees for director named herein, (2) FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement, and (4) AGAINST the stockholder proposal and (5) in accordance with the best judgment of the persons appointed as proxies with respect to any other matters that properly come before the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, see “— Voting — Broker authority to vote.” Information on how you may vote at the Annual Meeting (such as granting a proxy that directs how your shares should be voted, or attending the Annual Meeting), as well as how you can revoke a proxy, is contained in this Proxy Statement under the headings “— Solicitation of Proxies” and “— Voting.” We are furnishing proxy materials to our stockholders primarily via the Internet. On or about April 29, 2026, we expect to mail beneficial owners of our Common Stock a Notice containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report. The Notice also instructs you on how to vote via the Internet. Other stockholders, in accordance with their prior requests, received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting form. The proxy card includes instructions on how to vote via the telephone. All beneficial owners will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report, on the website referred to in the Notice. Internet distribution of our proxy materials is designed to provide our stockholders with the information they need, while lowering costs of delivery and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

  84. Compensation Actually Paid and Adjusted Operating Income

    | Our Proxy Statement and 2025 Annual Report to Stockholders are available at | | https://materials.proxyvote.com/57060D |

  85. Compensation Actually Paid and Adjusted Operating Income

    Solicitation of proxies