DEF 14A of Cboe Global Markets, Inc., Apr 2, 2026

DEF 14A of Cboe Global Markets, Inc.

Filed Apr 2, 2026 · FY20250001628280-26-022939

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights The nominees for our Board exhibit an effective mix of qualifications, experiences, and tenure. For additional information, see "Corporate Governance—Proposal 1—Election of Directors". 100% 100% 100% 83% 75% 83% 50% 42% 42% 9 years average tenure 33% 25% 42%

  2. Director Nominee Highlights

    | 4 | Cboe Global Markets 2026 Proxy Statement |

  3. Director Nominee Highlights

    Table of Contents

  4. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  5. Nominees

    Nominees Set forth below is biographical information, as of March 19, 2026, for each of the directors nominated to serve on our Board for a one-year term until the 2027 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. Additionally, based on the characteristics of our directors as reported in their respective directors and officers questionnaires, 5 of the nominees are women and 4 of the nominees are racially or ethnically diverse. The terms indicated for service include the service on the board of Cboe Options prior to our demutualization and our initial public offering in 2010. In addition, as indicated below, certain director nominees also have served on certain boards of directors and committees of Cboe Futures Exchange, LLC ("CFE"), Cboe SEF, LLC ("SEF") and our U.S. securities exchanges, which include Cboe Options, Cboe C2 Exchange, Inc. ("C2"), Cboe BZX Exchange, Inc. ("BZX"), Cboe BYX Exchange, Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc. (collectively, the "securities exchanges").

  6. Nominees

    | 8 | Cboe Global Markets 2026 Proxy Statement |

  7. Nominees

    Table of Contents

  8. Nominees

    | William M. Farrow, III Chairman Independent Age: 71 Committees: Audit Committee Executive (Chair) Compensation and Human Capital Nominating and Governance | Background Mr. Farrow has served as non-executive Chairman of the Board since September 2023, as our independent Lead Director from May 2023 to September 2023 and as a member of our Board since 2016. Mr. Farrow is the retired President and CEO of Urban Partnership Bank, a position he held from 2010 through 2017. Prior to that, he was the Managing Partner and CEO of FC Partners Group, LLC from 2007 to 2009, the Executive Vice President and Chief Information Officer of The Chicago Board of Trade from 2001 to 2007 and held various senior positions at Bank One Corporation. Mr. Farrow currently serves on the board of directors of publicly traded company WEC Energy Group, Inc. and on the boards of directors of CoBank, Inc. and Endeavor Health. Mr. Farrow previously was the owner of Winston and Wolfe LLC, a privately held technology development and advisory company, and served on the boards of directors of the Federal Reserve Bank of Chicago, Urban Partnership Bank, and Echo Global Logistics, Inc., formerly a publicly traded company. Mr. Farrow holds a B.A. degree from Augustana College and a Masters of Management from Northwestern University's Kellogg School of Management. Qualifications Mr. Farrow brings his experience as the retired President and CEO of a mission based community development financial institution to our Board. He has a strong understanding of information technology systems, including cybersecurity, and the financial services and banking industry. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. We believe that these experiences give Mr. Farrow an important skill set that makes him well suited to serve on our Board and as our Chairman. | | Craig S. Donohue CEO and President Age: 64 Committees: Executive | Background Mr. Donohue has served as our Chief Executive Officer ("CEO") and director since May 2025 and as our President since August 2025. Prior to joining Cboe, Mr. Donohue served as Chairman of the board of directors of the Options Clearing Corporation ("OCC") from January 2024 to May 2025, as Executive Chairman of OCC from January 2014 to January 2024, and as Chief Executive Officer of OCC from September 2016 to January 2019. Prior to joining OCC, Mr. Donohue spent more than two decades in global financial markets, most recently as Chief Executive Officer of CME Group, Inc. from January 2004 to May 2012. Mr. Donohue holds a Master of Management from Northwestern University's Kellogg Graduate School of Management, a Master of Law in Financial Services Regulation from IIT Chicago-Kent College of Law, a J.D. from The John Marshall Law School and a bachelor's degree in political science and history from Drake University. Qualifications Mr. Donohue's extensive experience in global financial markets provides him with valuable insight into our business. His prior leadership roles as Chief Executive Officer of CME Group, Inc. and as Chairman and Chief Executive Officer of OCC provide him with significant experience in corporate governance, regulatory engagement, strategic transformation and risk management. We believe that these experiences, along with his role as our CEO, make Mr. Donohue well suited to serve on our Board. |

  9. Nominees

    | Cboe Global Markets 2026 Proxy Statement | 9 |

  10. Nominees

    Table of Contents

  11. Nominees

    | Edward J. Fitzpatrick Independent Age: 59 Committees: Finance and Strategy Risk | Background Mr. Fitzpatrick has served on our Board since 2013. Mr. Fitzpatrick is currently Senior Vice President and Senior Client Advisor of Genpact Limited, a position he has held since August 2021, and prior to that was its Chief Financial Officer from July 2014 to August 2021. Prior to joining Genpact Limited, Mr. Fitzpatrick worked at Motorola Solutions, Inc. and its predecessors from 1998 through 2014 in various financial positions, including as its Chief Financial Officer from 2009 to 2013. Before joining Motorola, Mr. Fitzpatrick was an auditor at PricewaterhouseCoopers, LLP from 1988 to 1998. Mr. Fitzpatrick holds a B.S. degree in Accounting from Pennsylvania State University and an M.B.A. degree from The Wharton School at the University of Pennsylvania and earned his CPA (inactive) certification in 1990. Qualifications Mr. Fitzpatrick brings his experience as the former Chief Financial Officer of publicly traded companies to our Board. He has extensive experience with finance, public company responsibilities and strategic transactions. We believe that these experiences give Mr. Fitzpatrick an important skill set that makes him well suited to serve on our Board. | | Ivan K. Fong Independent Age: 64 Committees: Nominating and Governance Risk | Background Mr. Fong has served on our Board since December 2020. Mr. Fong is the retired Executive Vice President, General Counsel and Secretary of Medtronic plc, a position he held from February 2022 to July 2025. Mr. Fong also served as Strategic Advisor of Medtronic plc from July 2025 to November 2025. Prior to his roles at Medtronic, he served as Senior Vice President, Chief Legal and Policy Officer and Secretary of 3M Company from 2019 to January 2022 and as its Senior Vice President, Legal Affairs and General Counsel from 2012 to 2019. Prior to joining 3M Company, Mr. Fong was General Counsel of the U.S. Department of Homeland Security from 2009 to 2012 and Chief Legal Officer and Secretary of Cardinal Health, Inc. from 2005 to 2009. He has previously served as Deputy Associate Attorney General with the U.S. Department of Justice and was a partner with the law firm of Covington & Burling LLP. Mr. Fong holds an S.B. degree in Chemical Engineering and an S.M. degree in Chemical Engineering Practice from Massachusetts Institute of Technology, a J.D. degree from Stanford University, and a Bachelor of Civil Law from Oxford University. Qualifications Mr. Fong brings his experience as the former general counsel of public companies, in private practice and as the former general counsel of a government department. He has extensive experience in corporate governance, government relations and the types of legal issues that public companies face, which we believe makes him well suited to serve on our Board. |

  12. Nominees

    | 10 | Cboe Global Markets 2026 Proxy Statement |

  13. Nominees

    Table of Contents

  14. Nominees

    | Janet P. Froetscher Independent Age: 66 Committees: Compensation and Human Capital (Chair) Executive Risk | Background Ms. Froetscher is currently Senior Advisor, since September 2023, of The J.B. and M.K. Pritzker Family Foundation, and was its Chair from September 2023 until March 2026 and its President from April 2016 until September 2023. She has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2005 to 2017. Previously, she served as President and Chief Executive Officer of Special Olympics International from October 2013 until October 2015, President and CEO of the National Safety Council from 2008 until October 2013, President and CEO of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as Chief Operating Officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. Ms. Froetscher currently serves on the board of directors of SouthState Corporation, a publicly traded company. She has also previously served on the board of directors of Independent Bank Group, Inc., formerly a publicly traded company that was acquired by SouthState Corporation, and the board of trustees of National Louis University. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University's Kellogg School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute. Qualifications Ms. Froetscher brings her experiences as the former President of a family foundation and former Chief Executive Officer of public service entities to our Board. In addition, her service on another public company board also gives Ms. Froetscher experience with corporate governance and leadership skills. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board. | | Jill R. Goodman Independent Age: 59 Committees: Executive Finance and Strategy (Chair) Nominating and Governance | Background Ms. Goodman has served on our Board since 2012. Ms. Goodman is currently Managing Director of Foros, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild from 2010 to October 2013. From 1998 to 2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman currently serves on the boards of directors of Cover Genius, a global insurance technology company, and publicly traded company Genworth Financial, Inc. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School. Qualifications Ms. Goodman brings extensive experience in the boardroom to the Company. Her experiences, both as an investment banker and her corporate and securities legal background, bring a unique insight with which to consider our opportunities. In addition, her service on another company board also gives Ms. Goodman experience with corporate governance and leadership skills. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board. |

  15. Nominees

    | Cboe Global Markets 2026 Proxy Statement | 11 |

  16. Nominees

    Table of Contents

  17. Nominees

    | Erin A. Mansfield Independent Age: 66 Committees: Compensation and Human Capital Executive Risk (Chair) | Background Ms. Mansfield has served on our Board since 2024. Ms. Mansfield is a retired Managing Director from Barclays PLC, a position she held from 2003 to 2023, where she served in multiple roles, including Global Head of Regulatory Relations & Policy, Global Head of Investment Banking Compliance and Chief Compliance Officer Americas. Prior to her time with Barclays, Ms. Mansfield was a Vice President at Goldman Sachs & Co. LLC in their Fixed Income, Currencies & Commodities group. Ms. Mansfield holds a B.A. degree from Vassar College. Qualifications Ms. Mansfield has a strong understanding of our business, financial markets, products, compliance and the regulation of the financial and derivatives industries from her leadership positions at key financial institutions. We believe that her experience makes her well suited to serve on our Board. | | Cecilia H. Mao Independent Age: 51 Committees: Finance and Strategy Risk | Background Ms. Mao has served on our Board since 2024. Ms. Mao is currently Global Chief Product Officer at Equifax, having served in this position since 2020. Previously, Ms. Mao was with Oracle Corp. from 2014 to 2020, holding multiple positions including Director, Senior Director, and Vice President of Oracle Data Cloud. Prior to her time at Oracle Corp., Ms. Mao held management positions at Verisk Analytics, FICO, and other technology companies. Ms. Mao graduated from the University of California, Berkeley with a B.A. degree. Qualifications As an experienced leader, Ms. Mao's positions at Equifax and Oracle give her unique insights into all aspects of corporate growth, enterprise management, and technology. Ms. Mao has a deep understanding of revenue acceleration and adapting to new strategic opportunities. We believe that her experience makes her well suited to serve on our Board. |

  18. Nominees

    | 12 | Cboe Global Markets 2026 Proxy Statement |

  19. Nominees

    Table of Contents

  20. Nominees

    | Jennifer J. McPeek Independent Age: 56 Committees: Audit | Background Ms. McPeek has served on our Board since August 2020. Ms. McPeek is an independent advisor to companies on value-based management and incentive design. Previously, she has served as the Chief Financial Officer of Russell Investments from 2018 to 2019. From 2009 to 2017, Ms. McPeek was with Janus Henderson Investors plc and its predecessor company Janus Capital Group Inc., serving as the Chief Financial Officer from 2013 to 2017, and as the Chief Operating and Strategy Officer post-merger in 2017. Prior to that, Ms. McPeek was with ING Investment Management, Americas from 2005 to 2009, where she was a member of the management committee and led the strategy function. Ms. McPeek currently serves on the boards of directors of First American Funds Trust, overseeing six money market funds, and Cushman & Wakefield plc, a publicly traded company. She graduated magna cum laude from Duke University with an A.B. degree in Mathematics and Economics and received her M.S. degree in Financial Engineering from the MIT Sloan School of Management. Ms. McPeek holds the Chartered Financial Analyst designation. Qualifications As the former Chief Financial Officer of privately held and publicly traded asset management companies, Ms. McPeek has extensive experience with finance, public company responsibilities, strategic transactions and knowledge of our industry. In addition, her service on another company board also gives Ms. McPeek experience with corporate governance and leadership skills. We believe that her experience makes her well suited to serve on our Board. |

  21. Nominees

    | Roderick A. Palmore Independent Age: 74 Committees: Executive Finance and Strategy Nominating and Governance (Chair) | Background Mr. Palmore is Senior Counsel at Dentons where he advises public and private corporations and their leadership suites on risk management and governance issues across practices and industry sectors. Mr. Palmore retired from his position as Executive Vice President, General Counsel and Chief Compliance and Risk Management Officer of General Mills, Inc. in February 2015 and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2000 to 2017. Prior to joining General Mills in February 2008, he served as Executive Vice President and General Counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney's Office in Chicago and in private practice. Mr. Palmore has previously served as a member of the boards of directors of The Goodyear Tire & Rubber Company, a publicly traded company, Express Scripts Holding Company, formerly a publicly traded company, Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School. Qualifications Through his experience as general counsel of public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing the Company. In addition, his experience provides him with strong risk management skills. We believe that his experience makes him well suited to serve on our Board. |

  22. Nominees

    | Cboe Global Markets 2026 Proxy Statement | 13 |

  23. Nominees

    Table of Contents

  24. Nominees

    | James E. Parisi Independent Age: 61 Committees: Audit (Chair) Compensation and Human Capital Executive | Background Mr. Parisi has served on our Board since 2018. Mr. Parisi most recently served as the Chief Financial Officer of CME Group Inc. from November 2004 to August 2014, prior to which he held positions of increasing responsibility and leadership within CME Group Inc. from 1988, including as Managing Director & Treasurer and Director, Planning & Finance. He has previously served as the Chairman of the Illinois Special Olympics Foundation Board and as a member of the boards of directors of CFE, SEF and Pursuant Health Inc., as well as ATI Physical Therapy, Inc. and Cotiviti Holdings, Inc., both formerly publicly traded companies. Mr. Parisi holds a B.S. degree in Finance from the University of Illinois and an M.B.A. degree from the University of Chicago. Qualifications As the retired Chief Financial Officer of a publicly traded company offering a diverse derivatives marketplace and as a former member of the boards of directors of CFE and SEF, Mr. Parisi has extensive knowledge of our industry. His service on other company boards also gives Mr. Parisi experience with corporate governance and leadership skills. We believe that his experience makes him well suited to serve on our Board. | | Fredric J. Tomczyk Former CEO Age: 70 Committees: Finance and Strategy Risk | Background Mr. Tomczyk has served on our Board since 2019. He served as our CEO from September 2023 to May 2025. Previously, he was President and Chief Executive Officer of TD Ameritrade Holding Corporation, a position he held from October 2008 to October 2016. Prior to this position, he held positions of increasing responsibility and leadership with the TD organization from 1999. Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016. Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life. He currently serves on the board of Willis Towers Watson PLC, a publicly traded company, and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary Sagen Mortgage Insurance Company Canada, as a director of Knight Capital Group, Inc. and as a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in Applied Economics & Business Management from Cornell University and is a Fellow of the Institute of Chartered Accountants of Ontario. Qualifications Mr. Tomczyk's extensive knowledge of the financial markets, technology and the financial services and banking industries gives him unique insights into our business. His prior service as our CEO and as TD Ameritrade's President and Chief Executive Officer also gives Mr. Tomczyk experience with corporate governance and leadership skills, working with the government and regulators, successfully developing and executing corporate strategic initiatives and overseeing risk management programs. We believe that these experiences, make him well suited to serve on our Board. |

  25. Nominees

    The Board recommends that the stockholders vote FOR each of the director nominees.

  26. Nominees

    | 14 | Cboe Global Markets 2026 Proxy Statement |

  27. Nominees

    Table of Contents

  28. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  29. 2025 Elements of Director Compensation Program

    2025 Elements of Director Compensation Program The compensation of our non-employee directors is based upon a compensation year beginning and ending in May coinciding with the holding of our Annual Meeting of Stockholders. The following table reflects the base amount payable (i.e., not prorated) with respect to each component of our director compensation program for the Board term ending with the 2025 Annual Meeting of Stockholders and for the Board term ending with the Annual Meeting in 2026:

  30. 2025 Elements of Director Compensation Program

    | Annual Fees | May 2025 — May 2026 | | Cash retainer | $90,000 | | Stock retainer, value based on closing price on date of grant | $170,000 | | Committee chair cash retainer | | | ATS Oversight (1) | $20,000 | | Audit | $25,000 | | Compensation and Human Capital | $15,000 | | Finance and Strategy | $15,000 | | Nominating and Governance | $15,000 | | Risk | $20,000 | | Committee member cash retainer (2) | | | ATS Oversight (1) | $7,500 | | Audit | $16,500 | | Compensation | $12,000 | | Finance and Strategy | $12,000 | | Nominating and Governance | $12,000 | | Risk | $12,000 | | Non-Executive Chairman cash retainer fee | $150,000 | | Meeting Fees | | | Committee meeting attendance fee per meeting attended (only if in excess of each committee's baseline meeting number plus two) (2)(3) | $1,500 |

  31. 2025 Elements of Director Compensation Program

    _____________________________________ (1)The ATS Oversight Committee was dissolved on December 16, 2025. (2)In lieu of a cash retainer, non-employee directors serving on the Executive Committee are paid an attendance fee of $1,500 for each meeting of the Executive Committee attended.

  32. 2025 Elements of Director Compensation Program

    | Cboe Global Markets 2026 Proxy Statement | 27 |

  33. 2025 Elements of Director Compensation Program

    Table of Contents (3)The baseline meeting number plus two for each committee is ATS Oversight (7), Audit (13), Compensation (10), Finance and Strategy (10), Nominating and Governance (10), and Risk (7).

  34. 2025 Director Compensation

    2025 Director Compensation The compensation of our non-employee directors (other than Mr. Tomczyk, whose compensation is included under the heading "Executive Compensation") for their service for the year ended December 31, 2025 is shown in the following table.

  35. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All other Compensation (3) | Total | | William M. Farrow, III (4)(5)(6)(7) | $283,126 | $170,090 | $10,000 | $463,216 | | Edward J. Fitzpatrick (6)(7) | $126,313 | $170,090 | $10,000 | $306,403 | | Ivan K. Fong (7) | $118,500 | $170,090 | $15,000 | $303,590 | | Janet P. Froetscher (6)(7) | $138,266 | $170,090 | $15,000 | $323,356 | | Jill R. Goodman (6)(7) | $130,500 | $170,090 | $— | $300,590 | | Erin A. Mansfield (7) | $133,335 | $170,090 | $10,000 | $313,425 | | Cecilia H. Mao (6)(7) | $118,500 | $170,090 | $10,000 | $298,590 | | Alexander J. Matturri, Jr. (5)(7) | $163,313 | $170,090 | $— | $333,403 | | Jennifer J. McPeek | $114,000 | $170,090 | $— | $284,090 | | Roderick A. Palmore (5)(7) | $150,500 | $170,090 | $5,000 | $325,590 | | James E. Parisi (5)(6)(7) | $165,000 | $170,090 | $20,000 | $355,090 |

  36. 2025 Director Compensation

    ____________________________________ (1)The amounts shown in the Fees Earned or Paid in Cash column include the Board cash retainer and the Committee chair and member cash retainers and may also include certain fees that were earned in 2025 and were paid in early 2026. (2)The amounts in the stock award column represent the grant date fair value of equity grants of RSUs received by non-employee directors serving on the Board on May 6, 2025, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). Assumptions used in the calculation of these amounts are included in the footnotes to our 2025 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2025 filed with the SEC. The non-employee directors then-serving on the Board received an equity grant of RSUs on May 6, 2025. The equity grants vest on the earlier of the one-year anniversary of the grant date or the completion of their final year of director service, subject to the director's continuous service through the vesting date. Each of the listed directors held 729 shares of unvested RSUs as of December 31, 2025. (3)Amounts shown in the All Other Compensation column represent payments made by the Company (i) through our Matching Gift Program and (ii) by matching Cboe Political Action Committee ("PAC") contributions, both of which are available to non-employee directors, subject to program limits. The amounts for Mr. Fong also include matching gifts with respect to 2024 that were paid out in 2025. (4)The amount shown in the Fees Earned or Paid in Cash column for Mr. Farrow also includes the non- executive Chairman cash retainer fee. (5)The amount shown in the Fees Earned or Paid in Cash column also include cash fees of $20,000 for Messrs. Farrow, Matturri, Palmore and Parisi for their roles in connection with the CEO search. (6)Mr. Fitzpatrick and Ms. Froetscher each elected to defer 100% of their 2025 cash fees (excluding any fees paid from service to a subsidiary board of directors or committee), and Messrs. Farrow and Parisi and Mses. Goodman and Mao each elected to defer 100% of their 2025 equity grant. (7)The amounts shown in the Fees Earned or Paid in Cash column also include committee meeting attendance fees of $1,500 for Messrs. Farrow, Matturri, Palmore, and Parisi and Mses. Froetscher, Goodman, and Mansfield for attending an Executive Committee meeting and $4,500 for Mr. Fong and Ms. Mao, $3,000 for Mr. Fitzpatrick and Ms. Froetscher, and $1,500 for Ms. Mansfield for attending Risk Committee meetings in excess of the baseline meeting number plus two.

  37. 2025 Director Compensation

    | 28 | Cboe Global Markets 2026 Proxy Statement |

  38. 2025 Director Compensation

    Table of Contents

  39. COMPENSATION DISCUSSION AND ANALYSIS

    | Executive Summary | 32 | | Principal Components of 2025 Executive Compensation | 32 | | Performance Affecting Fiscal 2025 Annual Incentive Pay Outcomes | 33 | | Performance Affecting 2023-2025 PSU Pay Outcomes | 33 | | Compensation Governance Practices | 33 | | 2025 Business Highlights | 34 | | Executive Compensation Program Practices | 35 | | Compensation Philosophy and Summary | 35 | | Company's Response to Stockholder Vote on Say-on-Pay | 36 | | Compensation Refinements | 36 | | Executive Compensation Program Governance Cycle | 37 | | Independent Compensation Consultant | 37 | | Peer Group and Comparative Data | 38 | | 2025 Elements of Executive Compensation Program | 38 | | Base Salary | 38 | | Annual Incentive | 39 | | Overview | 39 | | 2025 Target Annual Incentive Opportunity | 40 | | Annual Incentive Payout Formula and Opportunity | 41 | | Corporate Financial Performance Measures, Goals, and Outcomes | 42 | | Individual Performance | 43 | | Actual Annual Incentive Payouts | 50 | | Long-Term Incentive Plan | 51 | | Overview | 51 | | 2025 Grants | 51 | | 2025 Promotion Grants | 53 | | 2025 One Time Grants | 54 | | Mr. Tomczyk's 2025 Time-Based RSU Grant | 54 | | Mr. Donohue's Sign-On Grant | 55 | | 2023 PSU Grants Vested | 55 | | Other Executive Compensation Program Considerations | 56 | | Stock Ownership and Holding Guidelines | 56 | | Hedging Policy | 57 | | Pledging Policy | 57 | | Clawback Policies | 58 | | Employee Benefit Plans, Severance, Change in Control, and Employment-Related Agreements | 58 | | Tax and Accounting Considerations | 59 |

  40. Principal Components of 2025 Executive Compensation

    | Base Salary | | Fixed level of cash compensation based on performance, expertise, experience, and market value | | Target annual incentive is based on percentage of base salary | | Annual Incentive Bonus | | Provides variable cash compensation payout opportunities if pre-established EBITDA and net revenue corporate and individual performance goals are met over a one-year performance period | | Individual performance goals include corporate strategy goals and individual goals tailored to the executive | | Payout range is 0% to 200% of executive's target bonus opportunity | | Long-Term Equity Awards—Restricted Stock Units | | Provides compensation in the form of Company shares if 3- year graded service period is met | | Aligns interests of our executives with those of our stockholders, encourages retention of executives, and motivates executives to focus on our long-term growth and increase stockholder value | | Long-Term Equity Awards—Performance Stock Units | | Provides variable compensation in the form of Company shares if pre-established relative total stockholder return ("TSR") and earnings per share ("EPS") goals are met over a 3-year period | | Aligns the interests of our executives with stockholders, provides significant incentive for retention, and motivates our executives to focus on our long-term growth and increase stockholder value | | Payout range is 0% to 200% of executive's target number of PSUs |

  41. Performance Affecting Fiscal 2025 Annual Incentive Pay Outcomes

    Performance Affecting Fiscal 2025 Annual Incentive Pay Outcomes

  42. Performance Affecting Fiscal 2025 Annual Incentive Pay Outcomes

    | 2025 Net Revenues | 2025 Adjusted EBITDA (1) | | $2,429 Million | $1,655 Million | | | | | 110.8% of Target Achieved | 117.5% of Target Achieved |

  43. Performance Affecting 2023-2025 PSU Pay Outcomes

    Performance Affecting 2023-2025 PSU Pay Outcomes

  44. Performance Affecting 2023-2025 PSU Pay Outcomes

    | 3-Year Relative TSR | 3-Year Cumulative Adjusted Diluted EPS (1) | | 86th Percentile | $27.08 | | | | | 200% of Target PSUs Earned | 200% of Target PSUs Earned |

  45. Performance Affecting 2023-2025 PSU Pay Outcomes

    _________________________________________________ (1)Adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), excluding minority investments, and 3-year cumulative adjusted diluted EPS are non-U.S. generally accepted accounting principles ("GAAP") measures and reconciliations to GAAP measures are provided in Appendix A.

  46. Compensation Governance Practices

    | What we do | What we don't do | | Mitigate compensation risk Enforce robust mandatory stock ownership and holding guidelines Utilize independent compensation consultant Maintain a Compensation and Human Capital Committee that is composed solely of independent directors Active engagement with stockholders Maintain double trigger change in control provisions in equity awards and for severance benefits under an employment agreement and the Executive Severance Plan Apply mandatory and supplemental clawback policies to cash incentive and equity incentive awards for executives Impose maximum caps and limits on short- and long-term incentive award payouts | No hedging of Company stock by executives No pledging of Company stock by executives No payment of tax gross-ups upon a change in control or otherwise No excessive use of employment contracts No payouts for corporate performance below threshold level No excessive perquisites No guaranteed incentive payments |

  47. Pay

    Pay Individual Goals 30% Individual Performance 50% Restricted Stock Units Time-Based Vesting Long-Term Equity Awards 25% Total Stockholder Return Performance Stock Units 50% 25% Earnings Per Share The following charts show the 2025 total target compensation mix for the CEO and the other NEOs as a group. The majority of 2025 total target compensation is "at-risk" (i.e., linked to achievement of performance goals and/ or the value is tied to our common stock price) and, further, the majority of "at-risk" pay is in the form of equity

  48. Compensation Refinements

    Compensation Refinements The Board and the Compensation and Human Capital Committee approved the following two refinements to our executive compensation program: (i) modified the weightings of the performance metrics of our annual incentive plan and (ii) modified the payout scale by adding a net revenue threshold to, among other things, help ensure a more balanced approach to achieving performance metrics. More specifically, for 2025, with respect to the NEOs, the Compensation and Human Capital Committee discontinued the use of the diversity, equity, and inclusion performance metric originally adopted in 2023 and reallocated the 10% of the overall weight allocated to that metric to the individual performance metric of the annual incentive program. This change was made to provide more flexibility in establishing applicable performance metrics and evaluating the performances of the NEOs. However, the individual performance goals for 2025 included, among others, goals related to enhancing the Company's culture and associate experience and promoting an inclusive environment. Further, the Compensation and Human Capital Committee also added a new rule to the annual incentive program to provide that in order for an NEO to achieve a payout of over 100% with respect to corporate-wide adjusted EBITDA, corporate-wide net revenue achievement must be at least 97% of target. This change was made to better align the interests of our NEOs with our revenues, business strategy, and investing in our business as well as our stockholders.

  49. Independent Compensation Consultant

    Independent Compensation Consultant For 2025, the Compensation and Human Capital Committee engaged Meridian as its independent compensation consultant to provide the Compensation and Human Capital Committee with advice and assistance related to the design of our executive compensation program. Meridian reviews our executive compensation program and advises the Compensation and Human Capital Committee on best practices and plan design to help improve the program's effectiveness and alignment with market practices. In addition, Meridian provides advice to the Compensation and Human Capital Committee on the Company's compensation peer group and on the competitive positioning of the various components of the executive compensation program. Meridian consultants regularly attend meetings of the Compensation and Human Capital Committee. Meridian also meets with the Compensation and Human Capital Committee in executive session without management present and may communicate directly, as needed, with members of the Compensation and Human Capital Committee and the Board at large. Based on a review of its engagement of Meridian, and consideration of

  50. Independent Compensation Consultant

    | 38 | Cboe Global Markets 2026 Proxy Statement |

  51. Independent Compensation Consultant

    Table of Contents factors set forth in SEC and BZX rules, the Compensation and Human Capital Committee determined that Meridian's work did not raise any conflicts of interest and that Meridian is independent from management.

  52. Peer Group and Comparative Data

    Peer Group and Comparative Data For 2025 compensation decisions, the Compensation and Human Capital Committee considered competitive market data derived from a 20-company custom peer group and an executive compensation survey published by a third party that solely covered exchange holding companies, financial services firms, and technology- focused companies of similar size to the Company. The 20-company custom peer group was composed of exchange holding companies, financial services firms, and technology-focused companies with corporate profiles similar to ours. The Company's annual revenue, market capitalization, and EBITDA fell near the median of the peer group, and number of employees fell below the median of the peer group. The Compensation and Human Capital Committee used the market data derived from the peer group and the executive compensation survey as points of reference, rather than as the sole determining factor in setting compensation for our NEOs.

  53. Peer Group and Comparative Data

    | Peer Group | | | Akamai Technologies, Inc. | London Stock Exchange Group plc | | Broadridge Financial Solutions, Inc. | LPL Financial Holdings Inc. | | CME Group Inc. | MarketAxess Holdings Inc. | | Deutsche Borse AG | MSCI Inc. | | Equifax Inc. | Nasdaq, Inc. | | Euronet Worldwide, Inc. | SEI Investments Company | | FactSet Research Systems Inc. | Stifel Financial Corp. | | Fortinet, Inc. | TransUnion | | Intercontinental Exchange, Inc. | Verisk Analytics, Inc. | | Jack Henry & Associates, Inc. | Virtu Financial, Inc. |

  54. Peer Group and Comparative Data

    Following the 2025 compensation decisions, the Compensation and Human Capital Committee reviewed the peer group. The Committee reviewed the data provided by Meridian and compared our corporate performance to our peer group in the areas of revenues, EBITDA, market capitalization, and number of employees. The Committee also considered business descriptions, complexity of business, and other qualitative factors. The Committee determined no changes were necessary to the peer group in 2025.

  55. Base Salary

    Base Salary The base salary for our NEOs is designed to be part of a competitive total compensation package when compared to our peer group and market survey data. Base salary provides our NEOs with a measure of certainty within their total compensation package and provides a baseline for their target payout opportunity under the annual incentive plan. In setting base salary, in addition to considering market benchmark data derived from our peer group and an executive compensation survey, the Compensation and Human Capital Committee also considered for each NEO the following factors:

  56. Annual Incentive

    Annual Incentive Overview. The annual incentive, or bonus, component of the total compensation package paid to our NEOs is designed to reward the achievement of key corporate and individual performance goals that drive our annual operating and financial results. The Compensation and Human Capital Committee established a target annual incentive opportunity for each of the NEOs by considering market benchmark data derived from our peer group and an executive compensation survey, and separately by considering the following factors:

  57. Annual Incentive

    | Position, | Individual performance, | | Experience, | Potential to influence our future success, and | | Industry specific knowledge, | Total compensation. | | Level of responsibility, | |

  58. Annual Incentive

    | 40 | Cboe Global Markets 2026 Proxy Statement |

  59. Annual Incentive

    Table of Contents 2025 Target Annual Incentive Opportunity. The table below shows each NEO's 2024 and 2025 target annual incentive opportunity, shown as a percentage of salary, and the year over year percentage point change in target annual incentive opportunity.

  60. Annual Incentive

    | Named Executive Officer | 2024 Target Annual Incentive Opportunity as Percentage of Base Salary | 2025 Target Annual Incentive Opportunity as Percentage of Base Salary | Change in Percentage Points | | Craig S. Donohue (1) | —% | 150% | — pts | | Jill M. Griebenow (2) | 130% | 130% | — pts | | Christopher A. Isaacson | 150% | 150% | — pts | | Patrick Sexton | 120% | 120% | — pts | | Timothy Lipscomb (1)(3) | —% | 110% | — pts | | Fredric J. Tomczyk | 165% | 165% | — pts | | David Howson (4) | 150% | 150% | —pts | | Catherine R. Clay (5) | 100% | 130% | 30pts |

  61. Annual Incentive

    ____________________________________ (1)Mr. Donohue and Mr. Lipscomb became NEOs for the first time in 2025, and thus no amounts are shown in the table for 2024. (2)Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 120% of her base salary and then from March 1, 2024 through December 31, 2024 was 130% of her base salary. (3)Mr. Lipscomb's 2025 target annual incentive opportunity from January 1, 2025 through May 31, 2025 was 90% of his base salary and then from June 1, 2025 through December 31, 2025 was 110% of his base salary. (4)Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 135% of his base salary and then from March 1, 2024 through December 31, 2024 was 150% of his base salary. (5)Ms. Clay's 2025 target annual incentive opportunity from January 1, 2025 through February 28, 2025 was 100% of her base salary, from March 1, 2025 through May 31, 2025 was 110% of her base salary, and from June 1, 2025 through her last day with the Company was 130% of her base salary. The target annual incentive opportunity for Mr. Lipscomb and Ms. Clay increased due to their assumption of additional responsibilities and to align their compensation more closely with comparative market data. The Compensation and Human Capital Committee determines actual annual incentive bonus payouts based on achieved results measured against pre-established performance goals. The use of pre-established performance metrics and related goals creates an annual incentive plan that rewards our executive officers for strong performance, reduces payouts when performance does not meet target and eliminates payouts if performance does not meet threshold. In addition, the performance metrics and related goals create a structured, formulaic annual incentive plan—the executive officers know throughout the year what needs to be accomplished and what specific bonus dollar amounts can be earned at different performance levels.

  62. Annual Incentive

    | Cboe Global Markets 2026 Proxy Statement | 41 |

  63. Annual Incentive

    Table of Contents Annual Incentive Payout Formula and Opportunity. The following is a graphical depiction showing the formula used for determining annual incentive bonus payouts. Base Salary Target Incentive Percentage Opportunity Percentage of Target Incentive Earned Annual Incentive Payout Weighted Sum of Percentage Payouts of Target for Corporate and Individual Metrics Percentage Payout of Target for each Metric Metric Weighting For the 2025 annual incentive plan the Compensation and Human Capital Committee approved two types of performance metrics: (i) corporate financial performance metrics (weighted 70%) and (ii) individual performance metrics (weighted 30%). The Compensation and Human Capital Committee established goals at threshold, target, and maximum performance levels with respect to the corporate financial performance metrics. However, given the nature of the individual performance metrics, the Committee did not set a range of individual performance levels. Rather, the Committee determined each NEO's payout based on the assessment of the executive officer's actual performance measured against pre-established individual performance goals, which are set forth in further detail below. In general, changes to base salary and target annual incentive opportunity are effective March 1, 2025. The Company will pay no annual incentive bonus to an NEO with respect to a corporate financial metric if the actual performance for such corporate financial metric is below threshold. The following chart shows the annual incentive payout opportunity for each NEO at specified performance levels.

  64. Annual Incentive

    | | Base Salary (1) | Target Annual Incentive Opportunity as Percentage of Base Salary | Annual Incentive Payout Opportunity (1) | | | | Named Executive Officer | | | Threshold | Target | Maximum | | Craig S. Donohue (2) | $851 | 150% | $223 | $1,277 | $2,554 | | Jill M. Griebenow | $500 | 130% | $114 | $650 | $1,300 | | Christopher A. Isaacson | $650 | 150% | $171 | $975 | $1,950 | | Patrick Sexton | $450 | 120% | $95 | $540 | $1,080 | | Timothy Lipscomb (3) | $457 | See note 3 | $81 | $466 | $931 | | Fredric J. Tomczyk (4) | $496 | 165% | $143 | $818 | $1,636 | | David Howson (5) | $625 | 150% | $164 | $938 | $1,875 | | Catherine R. Clay (5)(6) | $500 | See note 6 | $105 | $601 | $1,201 |

  65. Annual Incentive

    _____________________________________ (1)In thousands. (2)Mr. Donohue's annual incentive payout opportunity is based on his base salary, which started on May 7, 2025 at a rate of $1,300,000 on an annualized basis in connection with his appointment to CEO. (3)Mr. Lipscomb's 2025 base salary from January 1, 2025 through February 28, 2025 was $437,000, from March 1, 2025 through May 31, 2025 was $450,000, and from June 1, 2025 through December 31, 2025 was $465,000. Mr. Lipscomb's 2025 target annual incentive opportunity from January 1, 2025 through May

  66. Annual Incentive

    | 42 | Cboe Global Markets 2026 Proxy Statement |

  67. Annual Incentive

    Table of Contents 31, 2025 was 90% of his base salary and then from June 1, 2025 through December 31, 2025 was 110% of his base salary. (4)Mr. Tomczyk's employment with the Company ended on June 30, 2025. Mr. Tomczyk received a prorated portion of his 2025 annual incentive bonus based on his employment through June 30, 2025 and payable based on actual performance and at the same time as paid to other executives of the Company. Mr. Tomczyk's base salary was paid at a rate of $1,000,000 on an annualized basis. Mr. Tomczyk did not receive any severance or additional payments upon the termination of his employment with the Company. (5)Mr. Howson and Ms. Clay were ineligible for an annual bonus for fiscal year 2025 due to their resignations in 2025. (6)Ms. Clay's 2025 target annual incentive opportunity from January 1, 2025 through February 28, 2025 was 100% of her base salary, from March 1, 2025 through May 31, 2025 was 110% of her base salary, and from June 1, 2025 through her last day with the Company was 130% of her base salary. Corporate Financial Performance Measures, Goals, and Outcomes. For the 2025 annual incentive plan, the Compensation and Human Capital Committee approved the following corporate financial performance metrics for Messrs. Donohue, Isaacson, Sexton, Lipscomb, Tomczyk, and Howson and Mses. Griebenow and Clay (as of June 1, 2025): (i) corporate-wide net revenue (weighted 30%) and (ii) corporate-wide adjusted EBITDA (weighted 40%). These performance metrics, in the aggregate, are weighted 70% of each NEO's target annual incentive opportunity. For the portion of the year prior to June 1, the Compensation and Human Capital Committee approved the following corporate performance metrics for Ms. Clay: (i) corporate-wide net revenue (weighted 15%), (ii) corporate-wide adjusted EBITDA (weighted 15%), (iii) business unit revenue (weighted 20% in the aggregate of the applicable business units), and (iv) business unit EBITDA or adjusted EBITDA (weighted 20% in the aggregate of the applicable business units). The Compensation and Human Capital Committee approved the corporate financial performance metrics for the NEOs for the following reasons: To align the interests of our executives with stockholders, To focus our executives on long-term growth by continuing to increase our revenue and earnings by increasing volumes in our products, and To allocate a larger weighting to adjusted EBITDA growth rather than to revenue growth because executives are able to influence adjusted EBITDA growth to a greater degree than revenue growth. The Committee also established goals at threshold, target, and maximum performance levels and payouts with respect to the corporate performance metrics. The Committee used straight-line interpolation to determine payouts for performance results in between the threshold and target performance levels and in between the target and maximum performance levels. The percentage payout of target incentive opportunity for each of the metrics is 25% for threshold, 100% for target, and 200% for maximum. For each NEO, the table below shows the corporate performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2025. The table below also shows each officer's 2025 Percentage Payout of Target based on achieved performance.

  68. Annual Incentive

    | Performance Metrics | Weighting | Threshold* | Target* | Maximum* | Actual* | Percentage Payout of Target | | Net Revenue (1) | 30% | $1,973 | $2,192 | $2,411 | $2,429 | 200% | | Adjusted EBITDA (2) | 40% | $1,197 | $1,409 | $1,620 | $1,655 | 200% |

  69. Annual Incentive

    ____________________________________ *In millions. (1)In order for an NEO to receive a payout of above target with respect to adjusted EBITDA, actual net revenue achievement must be at least 97% of target net revenue. For 2025, actual net revenue achievement was 110.8% of target. (2)Adjusted EBITDA, excluding minority investments, for the Company is a non-GAAP measure used by the Company and a reconciliation of actual performance to a GAAP measure is provided in Appendix A.

  70. Annual Incentive

    | Cboe Global Markets 2026 Proxy Statement | 43 |

  71. Annual Incentive

    Table of Contents The achievement of net revenue and adjusted EBITDA are measured as of December 31, 2025. The target 2025 net revenue and adjusted EBITDA goals were presented to and reviewed by the Board as part of the Company's annual budgeting process in February 2025. The adjusted EBITDA goal for the Company excludes the performance of our minority investments, such as 7Ridge Fund (which owns Trading Technologies and from which we exited our investment in the fourth quarter of 2025), since earnings related to these investments do not reflect actual corporate performance. In February 2026, the Board approved the actual performances of the corporate-wide net revenue and corporate-wide adjusted EBITDA. Individual Performance. For the 2025 annual incentive plan, individual performance goals comprised 30% of each NEO's target annual incentive opportunity. Based upon the level of achievement for the individual performance goals, the Compensation and Human Capital Committee determined the payout percentage of target annual incentive award opportunity for individual performance for each NEO. In 2025, with respect to each NEO, the Compensation and Human Capital Committee set the following corporate strategic goals and considered, among other items, the following achieved performance in 2025:

  72. Annual Incentive

    | Goal | Performance | | Empower Our People with a World Class Associate Experience Key focus areas include cultivating careers, growing the next generation, and building for the future | •Held succession planning meetings to determine appropriate talent pipeline and extended succession planning deeper into the organization •Communicated with employees on a regular basis, including through town hall meetings and periodic letters •Completed and analyzed the employee engagement survey and implemented targeted action plans to enhance the employee experience •Named best place to work by third parties | | Accelerate Core Business Expansion in Global Derivatives Key focus areas include driving market innovation, expanding international footprint and global ecosystem, and unlocking access | •Launched new products and indices such as cash-settled futures and options on a new index tracking the Cboe Magnificent 10 Index and continuous Bitcoin and Ether futures •Enhanced existing collaborations with S&P Dow Jones Indices with launching options on the S&P 500 Equal Weight Index and with FTSE Russell to offer Cboe FTSE Bitcoin Index futures •Made wide range of functionality, market structure, and technology improvements across options and futures | | Maximize Recurring Revenue through Data Vantage Growth Key focus areas include innovative data solutions, global sales and distribution, and venue excellence | •Advanced cloud-based data access with launch of index datasets •Reduced costs associated with Risk and Market Analytics businesses |

  73. Annual Incentive

    | 44 | Cboe Global Markets 2026 Proxy Statement |

  74. Annual Incentive

    Table of Contents

  75. Annual Incentive

    | Leverage Global Network to Deliver Client-Driven Solutions Across Business Lines Key focus areas include cross selling opportunities, client-centric innovation, and extract network value | •Expanded dedicated cores technology offering internationally, enhancing order processing performance and reliability for participants across our global markets while increasing recurring revenue | | Drive Innovation with Our Trusted Leading-Edge Technology Key focus areas include trusted platforms, technology leadership and innovation, and technology and data maximization | •Unveiled a new brand for our exchange technology platform, Cboe Titanium® •100% uptime across 26 of our 27 markets in 2025 and greater than 99.9% uptime across our markets globally, while significantly reducing latencies •Transitioned Cboe Digital Exchange futures to CFE •Completed Cboe Canada migration •Continued to expand utilization and adoption of AI and matured an AI Center of Excellence •Supported the listing of new options classes, new products, new order types, and market enhancements •Significant performance improvements were seamlessly implemented in our largest markets (options) and products (SPX, VIX) |

  76. Annual Incentive

    The Committee received input from Mr. Donohue regarding the individual performances and recommendations regarding incentive compensation of the executive officers (other than himself and Mr. Tomczyk), including Messrs. Isaacson, Sexton, and Lipscomb and Ms. Griebenow (and, in the case of Mr. Lipscomb, with input from Mr. Isaacson provided to Mr. Donohue). The Committee, with input from the Board, also evaluated the individual performances of Mr. Donohue and Mr. Tomczyk. More specifically, with respect to Messrs. Donohue, Isaacson, and Tomczyk and Ms. Griebenow, the Committee set the following individual goals and considered, among other items, the following achieved performance in 2025. The table below shows Mr. Donohue's individual goals and achieved performance highlights in 2025.

  77. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals | | Manage communications with the investment community, rating agencies, the government, regulators, and the public to promote confidence in the Company and in the integrity of its markets | •Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats and hosting meetings •Regulatory engagement helped advocate for the Company's interests and led to positive changes, such as streamlined oversight of BIDS Trading •Met with global government officials, lawmakers, and regulators •Continued to communicate sharpened strategic focus with stockholders and employees |

  78. Annual Incentive

    | Cboe Global Markets 2026 Proxy Statement | 45 |

  79. Annual Incentive

    Table of Contents

  80. Annual Incentive

    | Enhance the Company's growth strategy by increasing the focus on optimizing our core businesses, completing business reviews and delivering recommendations, and furthering the development of new growth opportunities outside our core | •Achieved record financial results in 2025 •Executed on a strategic realignment •Completed a comprehensive strategic review of global business operations, resulting in several meaningful decisions •Continued and expanded our relationships with key strategic index providers •Increased focus on our core businesses of derivatives, Data Vantage, equities, and FX •Continued to explore potential new growth opportunities outside of our core businesses, such as event prediction markets | | Further developing and recruiting executive talent by creating an environment that develops and empowers a cohesive leadership team | •Transformed the executive leadership team culture by making it more cohesive, adding more rigor, and expanding and empowering the executive team •Oversaw the hiring of new executives and the creating and filling of new roles to better align ourselves with secular trends | | Enhance key corporate processes | •Initiated several initiatives to help mature foundational corporate processes •Developed a framework outlining strategic and financial criteria used to evaluate our businesses and initiatives •Began enhancing our governance, risk, and compliance framework | | Begin to create a more robust succession planning process for a broad group of leaders | •Held succession planning meetings with the Compensation and Human Capital Committee and the Board •Held succession planning meetings to determine appropriate processes, talent pipeline and retention risk •Refined and developed a successor talent bench across critical positions and extended succession planning deeper into the organization •Adeptly handled significant executive management turnover, such as the roles of President, Global Head of Derivatives, and Global Head of Data Vantage | | Enhance the Company's culture and associate experience, including by supporting communities where we operate and promoting an inclusive environment that supports innovation and growth | •Continued to support employee resource groups •Encouraged employees to support a culture of inclusion •Initiated small group discussions among senior leaders •Evaluated employee engagement scores and strove to address several key areas •Enhanced leadership development training and opportunities •Continued charitable donation match benefit |

  81. Annual Incentive

    | 46 | Cboe Global Markets 2026 Proxy Statement |

  82. Annual Incentive

    Table of Contents The table below shows Mr. Tomczyk's individual goals and achieved performance highlights in 2025.

  83. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals | | Manage global internal and external communications with the investment community, the government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products | •Managed and stabilized employee and senior management team retentions and transitions •Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats and hosting meetings •Met with global government officials, lawmakers, and regulators •Refocused investor relations messaging on the long term | | Manage business continuity with scalable, efficient growth across global footprint | •Achieved record financial results in 2025 •Continued and expanded our relationships with key strategic index providers •Continued exploration of emerging technologies, such as AI and event prediction markets | | Execute on our sharpened strategy with a greater focus on organic growth leveraging our global securities exchange platform Outline the role of inorganic investments in the execution of our overall strategy | •Continued to communicate sharpened strategic focus with stockholders and employees •Developed and implemented a more robust and disciplined approach to capital allocation •Refocused the role of inorganic investments | | Advance the Company's culture and talent | •Continued to support employee resource groups •Encouraged employees to support a culture of inclusion •Sustained a high level of employee inclusivity engagement score •Continued charitable donation match benefit | | Implement succession plan for both an unexpected and an orderly succession | •Held succession planning meetings with the Compensation and Human Capital Committee and the Board •Along with the Compensation and Human Capital Committee and Board, identified and hired a new CEO •Successfully transitioned the CEO role to Mr. Donohue •Held succession planning meetings to determine appropriate talent pipeline and retention risk •Refined and developed a successor talent bench across critical positions and extended succession planning deeper into the organization |

  84. Annual Incentive

    | Cboe Global Markets 2026 Proxy Statement | 47 |

  85. Annual Incentive

    Table of Contents The table below shows Ms. Griebenow's individual goals and achieved performance highlights in 2025.

  86. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals | | Manage the financial and administrative functions of the Company and its affiliates | •Continued timely and accurate financial reporting •Continued to strengthen and enhance internal controls •Developed a framework outlining strategic and financial criteria used to evaluate our businesses and initiatives •Completed the build out of new office space in Overland Park, Kansas and began trading floor enhancements | | Effective communication with investment (equity and credit) community, and the public to articulate investment thesis, strategic priorities, capital allocation approach and key performance metrics | •Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats and hosting meetings •Continued open dialogue with customers and investors •Maintained strong relationships with banking syndicate group and rating agencies •Continued to communicate growth story to investors | | Execute our sharpened strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy | •Completed a comprehensive strategic review of global business operations •Helped to drive meaningful change in the budgeting process and overall expense discipline •Maintained financial rigor to help position for potential future inorganic investments | | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation | •Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions •Held routine succession planning meetings to determine appropriate talent pipeline, including focus on leadership development, recruitment, extending succession planning deeper into the organization, and retaining key talent throughout 2025 | | Advance the Company's culture and talent | •Helped promote integrity, inclusivity and ethical conduct •Participated in employee resource groups, mentorship programs, the Company's Charity Board, and Cboe Empowers •Executive sponsor of the Company's Women's Initiative and the Company-wide senior director/director group |

  87. Annual Incentive

    The table below shows Mr. Isaacson's individual goals and achieved performance highlights in 2025.

  88. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals |

  89. Annual Incentive

    | 48 | Cboe Global Markets 2026 Proxy Statement |

  90. Annual Incentive

    Table of Contents

  91. Annual Incentive

    | Manage global internal and external communications with the investment community, the government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products | •Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats and hosting meetings •Regulatory engagement helped advocate for the Company's interests and led to positive changes, such as streamlined oversight of BIDS Trading and the SEC Rule 611 roundtable •Continued open dialogue with customers, investors, and regulators •Hosted a Company technology summit incorporating customer, vendor, and Board perspectives •Continued board leadership and governance at Cboe Global Markets and its subsidiaries (Cboe Clear U.S. and Cboe Digital) •Met with global government officials, lawmakers, and regulators | | Manage the operation of the Company and its affiliates to ensure resilient, efficient, and innovative service at a competitive cost Maintain best in class platforms with a high level of performance, availability, and resilience while driving innovation, organic initiatives, and merger and acquisition integrations | •Achieved record financial results in 2025 •Completed dedicated cores roll out globally •Continued weekly software releases across our platforms, executing against strategic technology roadmap •100% uptime across 26 of our 27 markets in 2025 and greater than 99.9% uptime across all our markets globally, while significantly reducing latencies •Completed Cboe Canada and Cboe Digital Exchange migrations •Supported global business lines' introductions of a wide range of differentiated new features, offerings, and market structure changes in a globally consistent, locally optimized manner •Managed prudent expense growth and monitoring to help fuel revenue growth | | Execute on our sharpened strategy with a greater focus on organic growth leveraging our strengths and global exchange platform. Outline the role of inorganic investments in the execution of our overall strategy | •Continued to communicate internally technology strategy and key principles •Improved resource tracking and allocation •Continued to drive technology innovation •Reviewed data center strategy and capacity planning for long-term growth, and executed multiple data center migrations •Coached business leaders on compelling organic growth opportunities |

  92. Annual Incentive

    | Cboe Global Markets 2026 Proxy Statement | 49 |

  93. Annual Incentive

    Table of Contents

  94. Annual Incentive

    | Assess risks to the Company and ensure they are monitored and minimized | •Reviewed and analyzed enterprise risk management program and key risk indicators on a periodic basis with key Company leaders and the Risk Committee •Managed key risks within risk tolerance •Progressed on cyber security preparedness and resilience, including holding cyber security tabletop exercises •Continued to strengthen and enhance internal controls and began enhancing our governance, risk, and compliance framework •Monitored and improved global technology and operations capacity and performance to handle the most volatile market times | | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation, including during integration of any mergers and acquisitions | •Assumed leadership of Global Cash Equities, FX, Clearing and BIDS business lines in May 2025 •Continued to maintain high employee retention and engagement, despite competitive job market, leadership transitions, and strategic realignment decisions •Continued to lead leadership development program •Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment, extending succession planning deeper into the organization, and retaining key talent throughout 2025 •Implemented multiple leadership transitions •Conducted extensive coaching of and engagement with team members to help with development and retention | | Advance the Company's culture and talent | •Helped promote integrity, inclusivity and ethical conduct •Participated in employee resource groups, mentorship program, and women in technology and operations groups •Promoted greater financial rigor •Office and culture leader for the Overland Park, Kansas office, including through new office space opening •Sustained a high level of employee engagement scores | | Provide leadership and oversight of global cash equities, clearing, FX, and BIDS business lines | •Led business leaders through comprehensive strategic review of global business operations, resulting in several meaningful decisions •Enhanced financial rigor through leadership and strategic review of businesses under oversight •Multiple businesses under oversight exceeded budgeted expectations and worked to improve the sole outlier •Continued and improved collaboration across business lines and functions |

  95. Annual Incentive

    The Compensation and Human Capital Committee did not evaluate Mr. Howson's or Ms. Clay's performances as they each forfeited their respective bonus as a result of their resignations. In addition to contributions to corporate performance, in determining the achievement of NEOs' 2025 performance, the Compensation and Human Capital Committee considered the following individual contributions: Mr. Sexton: As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals; supported business organic growth initiatives by navigating global regulatory frameworks to assist the Company in offering new products and features; maintained and improved

  96. Annual Incentive

    | 50 | Cboe Global Markets 2026 Proxy Statement |

  97. Annual Incentive

    Table of Contents existing regulatory relationships; regulatory engagement helped advocate for the Company's interests and led to positive changes, such as streamlined oversight of BIDS Trading; supported control functions; supported cyber security preparedness; expanded role in May 2025 with oversight of the Public Policy and Government Affairs and Internal Audit functions; developed succession plans and cross training; globalized the legal function; oversaw successful leadership transitions; defended the Company's positions; and actively participated in employee resource groups and community programs. Mr. Lipscomb: As discussed above and in "2025 Business Highlights", overall, achieved the targeted 2025 strategic goals; advanced the Company's culture and talent aspirations and enhanced the employee experience; delivered best-in-class trading technology and superior service; provided stable and resilient markets through all types of market conditions; further expanded access to our products, data and services for customers globally; effectively completed Cboe Canada migration and re- platforming and Cboe Digital migration to CFE; prepared for multiple leadership transitions; guided our technology team through major milestones; utilized technology, such as AI, to enhance productivity, competitiveness, and customer quality. Based on, among other items, the above performances, the performance of each NEO and the business unit(s) or function(s) under his or her leadership, input from Mr. Donohue regarding performances (other than himself and Mr. Tomczyk), and its deliberations, the Compensation and Human Capital Committee and the Board of Directors, as applicable, determined the payout percentage for individual performance of each NEO's target annual incentive award opportunity. Such individual performance payouts ranged from 125% to 200% of target. Actual Annual Incentive Payouts. For 2025, the following table shows the combined payout percentage for corporate and individual performance of each NEO's target annual incentive award opportunity. The "Non- Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT") below reflects amounts paid under the annual incentive plan.

  98. Annual Incentive

    | Named Executive Officer | 2025 Target Annual Incentive Opportunity as Percentage of Base Salary | 2025 Percentage Payout of Target Incentive Opportunity | | Craig S. Donohue (1) | 150% | 200% | | Jill M. Griebenow | 130% | 185% | | Christopher A. Isaacson | 150% | 185% | | Patrick Sexton | 120% | 185% | | Timothy Lipscomb (2) | See note 2 | 177% | | Fredric J. Tomczyk (3) | 165% | 185% | | David Howson (4) | 150% | n/a | | Catherine R. Clay (4)(5) | See note 5 | n/a |

  99. Annual Incentive

    ____________________________________ (1)Mr. Donohue was appointed as Chief Executive Officer effective May 7, 2025. Mr. Donohue received a prorated portion of his 2025 annual incentive bonus based on his employment from May 7, 2025 through December 31, 2025. (2)Mr. Lipscomb's 2025 target annual incentive opportunity from January 1, 2025 through May 31, 2025 was 90% of his base salary and then from June 1, 2025 through December 31, 2025 was 110% of his base salary. (3)Mr. Tomczyk's employment with the Company ended on June 30, 2025. Mr. Tomczyk received a prorated portion of his 2025 annual incentive bonus based on his employment through June 30, 2025 and payable based on actual performance and at the same time as paid to other executives of the Company. Mr. Tomczyk did not receive any severance or additional payments upon the termination of his employment with the Company. (4)Mr. Howson and Ms. Clay each forfeited their 2025 annual incentive opportunity in connection with their respective resignations. (5)Ms. Clay's 2025 target annual incentive opportunity from January 1, 2025 through February 28, 2025 was 100% of her base salary, from March 1, 2025 through May 31, 2025 was 110% of her base salary, and from June 1, 2025 through her last day with the Company was 130% of her base salary.

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    | Cboe Global Markets 2026 Proxy Statement | 51 |

  101. Annual Incentive

    Table of Contents

  102. Long-Term Incentive Plan

    Long-Term Incentive Plan Overview. The Compensation and Human Capital Committee strongly believes that a stock ownership culture enhances our long-term success. We have adopted the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan, which was approved by stockholders at the 2025 Annual Meeting of Stockholders. Under the plan, the Compensation and Human Capital Committee may grant equity or cash awards, including restricted stock, RSUs, and options. Stock options were not featured in our long-term incentive program in 2025. The Compensation and Human Capital Committee believes that equity awards assist us in meeting the following goals: Aligning the financial interests of our executive officers with the interests of our stockholders; Aligning our executive compensation with that of our peers in terms of components and value; Providing competitive compensation to assist in retaining highly skilled and qualified executives; and Providing strong retentive value and linking the ultimate value of the award to our future stock price. 2025 Grants. The Compensation and Human Capital Committee set each NEO's 2025 target long-term incentive value following a review of comparative peer group and executive compensation survey market data and individual performance. Once the Compensation and Human Capital Committee set the target long-term incentive value for each NEO, one-half of the target value was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs, except that in the case of Mr. Tomczyk all of the target value was granted in the form of time-based RSUs. Mr. Donohue's target value was set in connection with his appointment as Chief Executive Officer on May 7, 2025. One-half of the target value of Mr. Donohue's award was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs. These grants were prorated and vest on the same schedule as 2025 grants for other NEOs. Described below are the equity awards granted to each NEO in 2025, other than Mr. Tomczyk. Time-Based Restricted Stock Units. Time-based RSUs comprise 50% of each NEO's 2025 total target long-term incentive award value. These RSUs are subject to a 3 year vesting period, with one- third of the RSUs vesting on each of the first, second, and third anniversaries of the grant date. The vesting of these awards is not subject to performance conditions. The Compensation and Human Capital Committee granted time-based RSUs to align the interests of management with those of our stockholders and to provide a retention incentive. Performance-Based Restricted Stock Units. PSUs comprise the remaining 50% of each NEO's 2025 total target long-term incentive award value. As described below, one-half of PSU grants are subject to the achievement of Company TSR measured against pre-determined relative performance goals and one-half of PSU grants are subject to the achievement of EPS measured against pre-determined performance goals, both over a 3 year performance period. The PSU grants cliff-vest following the completion of the 3 year performance period, to the extent performance goals are achieved.

  103. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return ("PSUs-TSR"). 25% of the 2025 total target long-term incentive award value is subject to the achievement of Company TSR measured against pre-determined relative performance goals over a 3 year performance period. The number of PSUs-TSR that will vest at the end of the 3 year performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each NEO, based on our TSR relative to the TSR for the S&P 500 Index during the 3 year performance period. We calculate TSR as the increase in our stock price over the performance period plus reinvested dividends, divided by the stock price at the beginning of the performance period. The Compensation and Human Capital Committee selected the relative TSR performance metric to incent management to increase TSR for the benefit of stockholders, and believes that tying a portion of each executive's compensation to TSR compared to a broad index encourages management to generate superior returns. ◦Performance-Based Restricted Stock Units subject to Earnings Per Share ("PSUs-EPS"). 25% of the 2025 total target long-term incentive award value is subject to the achievement of cumulative adjusted diluted EPS measured against pre-determined performance goals over a 3 year performance period. The number of PSUs-EPS that will vest at the end of the 3 year performance period will vary from 0% to 200% of the target number of PSUs-EPS granted to each

  104. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

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  105. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents NEO, based on our cumulative adjusted diluted EPS during the 3 year performance period, as adjusted for certain extraordinary, unusual or non-recurring items. The Compensation and Human Capital Committee selected the cumulative adjusted diluted EPS performance metric to encourage management to continue growing the business and increasing trading and listings on our exchanges. Because of the operating leverage inherent in our business, the Compensation and Human Capital Committee believes that EPS growth over the next 3 years is an appropriate performance measure for these awards. PSUs-TSR and PSUs-EPS are equally weighted to encourage management to maintain an equal focus on enhancing Company TSR and profitably growing the Company. For each vested RSU or PSU, the NEO will receive one share of our common stock. To receive shares earned under RSUs and PSUs, an NEO generally must be continuously employed during the applicable service period or performance period. Vesting of RSUs and PSUs will be accelerated in the event of a change in control followed by a qualified termination or in the event of a participant's earlier death or disability. Upon a qualified retirement, all unvested outstanding RSUs will continue to vest and be settled in the normal course, and a pro- rata portion of unvested outstanding PSUs will vest based on achieved performance over the applicable performance period and be settled in the normal course, except that, with respect to Mr. Donohue, unvested outstanding PSUs will not be pro-rated. For qualified retirement vesting, the equity grants starting in 2024 are subject to a 6 or 12-month advance notice requirement, as applicable. 2025 Time-Based RSU Grants. The following table shows the target equity award value and number of time-based RSUs that were granted to each NEO on February 19, 2025, except for Mr. Donohue, who received his grant on May 7, 2025. The target equity award value and the closing share price on February 19, 2025 were used to calculate the number of RSUs that were granted on February 19, 2025 and the target equity award value and the closing share price on May 7, 2025 were used to calculate the number of RSUs that were granted to Mr. Donohue on May 7, 2025. Mr. Tomczyk's time-based RSU grant is discussed separately below.

  106. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Craig S. Donohue | 14,048 | $3,290,343 | | Jill M. Griebenow | 5,589 | $1,175,000 | | Christopher A. Isaacson | 4,459 | $937,500 | | Patrick Sexton | 2,640 | $555,000 | | Timothy Lipscomb | 1,249 | $262,500 | | David Howson | 8,175 | $1,718,750 | | Catherine R. Clay | 3,568 | $750,000 |

  107. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    2025 Performance-Based RSU Grants. The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to each NEO on February 19, 2025, except for Mr. Donohue, who received his grant on May 7, 2025, and the number of PSUs that would be paid at achievement of threshold, target, and maximum performance goals. The target equity award value and the closing share price on February 19, 2025 were used to calculate the number of PSUs that were granted on February 19, 2025 and the target equity award value and the closing share price on May 7, 2025 were used to

  108. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

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  109. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents calculate the number of PSUs that were granted to Mr. Donohue on May 7, 2025. Mr. Tomczyk did not receive any PSU awards in 2025.

  110. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | | # of PSUs | | | Target Value of PSUs | | Named Executive Officer | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | Craig S. Donohue | 2025-2027 TSR | 3,512 | 7,024 | 14,048 | $1,645,171 | | | 2025-2027 EPS | 3,512 | 7,024 | 14,048 | $1,645,171 | | Jill M. Griebenow | 2025-2027 TSR | 1,398 | 2,795 | 5,590 | $587,500 | | | 2025-2027 EPS | 1,398 | 2,795 | 5,590 | $587,500 | | Christopher A. Isaacson | 2025-2027 TSR | 1,115 | 2,230 | 4,460 | $468,750 | | | 2025-2027 EPS | 1,115 | 2,230 | 4,460 | $468,750 | | Patrick Sexton | 2025-2027 TSR | 660 | 1,320 | 2,640 | $277,500 | | | 2025-2027 EPS | 660 | 1,320 | 2,640 | $277,500 | | Timothy Lipscomb | 2025-2027 TSR | 313 | 625 | 1,250 | $131,250 | | | 2025-2027 EPS | 313 | 625 | 1,250 | $131,250 | | David Howson | 2025-2027 TSR | 2,044 | 4,088 | 8,176 | $859,375 | | | 2025-2027 EPS | 2,044 | 4,088 | 8,176 | $859,375 | | Catherine R. Clay | 2025-2027 TSR | 892 | 1,784 | 3,568 | $375,000 | | | 2025-2027 EPS | 892 | 1,784 | 3,568 | $375,000 |

  111. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table displays the threshold, target, and maximum performance goals for the PSU awards granted in 2025, measured over the performance period beginning on January 1, 2025 and ending on December 31, 2027.

  112. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative Adjusted Diluted EPS | $27.90 | $30.69 | $33.66 |

  113. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. 2025 Promotion Grants. During July 2025, the Compensation and Human Capital Committee and the Board, as applicable, granted equity awards ("Promotion Grants") to Ms. Clay and Messrs. Isaacson, Sexton, and Lipscomb to reflect their increased responsibilities following the reorganization of the Chief Executive Officer's direct reports and the leadership of our global businesses that occurred following our recent Chief Executive Officer transition. The Compensation and Human Capital Committee reviewed market benchmark data derived from our peer group and executive compensation survey source to determine the value of the Promotion Grants. The Promotion Grants were granted on July 15, 2025 and were equally split between (i) time-based RSUs that will vest in three equal annual installments on February 19, 2026, February 19, 2027, and February 19, 2028, subject to continuous employment with the Company through such vesting dates and (ii) PSUs subject to the achievement of the same performance goals as our other 2025 PSUs granted relating to (A) cumulative adjusted diluted EPS and (B) relative TSR (each 25% of the total Promotion Grants) that will vest at the conclusion of the performance period, each subject to continuous employment with the Company through such dates. The following table shows the target equity award value for the RSU portion of the Promotion Grants and the number of time-based RSUs. The target equity award value and the closing share price on July 15, 2025 were used to calculate the number of RSUs that were granted on July 15, 2025.

  114. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

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  115. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents

  116. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Christopher A. Isaacson | 940 | $219,863 | | Patrick Sexton | 251 | $58,630 | | Timothy Lipscomb | 376 | $87,945 | | Catherine R. Clay | 627 | $146,576 |

  117. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table shows the target equity award value for the PSU portion of the Promotion Grants and the number of PSUs (tied to TSR and EPS performance) that were granted on July 15, 2025. The target equity award value and the closing share price on July 15, 2025 were used to calculate the number of PSUs that were granted on July 15, 2025.

  118. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | | # of PSUs | | | Target Value of PSUs | | Named Executive Officer | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | Christopher A. Isaacson | 2025-2027 TSR | 235 | 470 | 940 | $109,932 | | | 2025-2027 EPS | 235 | 470 | 940 | $109,932 | | Patrick Sexton | 2025-2027 TSR | 63 | 126 | 252 | $29,315 | | | 2025-2027 EPS | 63 | 126 | 252 | $29,315 | | Timothy Lipscomb | 2025-2027 TSR | 94 | 188 | 376 | $43,973 | | | 2025-2027 EPS | 94 | 188 | 376 | $43,973 | | Catherine R. Clay | 2025-2027 TSR | 157 | 314 | 628 | $73,288 | | | 2025-2027 EPS | 157 | 314 | 628 | $73,288 |

  119. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Please see the above 2025 PSU Performance Goals Table which displays the threshold, target, and maximum performance goals for the PSU awards granted in 2025, measured over the performance period beginning on January 1, 2025 and ending on December 31, 2027. For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. 2025 One Time Grants. Based on a review of Ms. Clay's compensation, the Compensation and Human Capital Committee determined that Ms. Clay's then outstanding equity awards did not adequately reflect the value of her role in the Company. Therefore, on February 19, 2025, the Committee granted Ms. Clay an additional equity award of time-based RSUs (the "One Time Grant") with a grant date target value of $500,000 and that cliff vest in full on February 19, 2028, subject to her continuous employment with the Company through such vesting date. The Compensation and Human Capital Committee established the target value of the One Time Grant by considering market benchmark data derived from our peer group and executive compensation survey source. The following table shows the target equity award value and the number of time-based RSUs. The target equity award value and the closing share price on February 19, 2025 were used to calculate the number of RSUs that were granted on February 19, 2025 pursuant to the One Time Grant. Ms. Clay forfeited the One Time Grant upon her resignation in 2025.

  120. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Catherine R. Clay | 2,379 | $500,000 |

  121. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Mr. Tomczyk's 2025 Time-Based RSU Grant. In February 2025, the Compensation and Human Capital Committee determined to grant Mr. Tomczyk time-based RSUs in lieu of the time-based RSUs and PSUs granted to other NEOs, consistent with the structure of his initial equity grant in 2023. These RSUs will vest in three equal annual installments, with the first installment having vested on February 19, 2026 and the remaining

  122. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

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  123. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents installments vesting on February 19, 2027 and February 19, 2028, respectively, subject to Mr. Tomczyk's continued service as either Chief Executive Officer or as a director through each such vesting date. The RSUs provide that if Mr. Tomczyk ceases to serve as Chief Executive Officer, but remains as a director, the number of shares awarded will be multiplied by a fraction, the numerator of which is the number of days served as Chief Executive Officer plus 90 (not to exceed 365) and the denominator of which is 365. In connection with Mr. Tomczyk's resignation as Chief Executive Officer, this provision was revised to provide that Mr. Tomczyk will receive vesting credit through his termination of employment on June 30, 2025 plus 90 days. The target value of the grant was determined following a review of comparative peer group and executive compensation survey market data and individual performance. The following table shows the initial target value and number of time-based RSUs that were granted to Mr. Tomczyk on February 19, 2026, as well as the target value and number of time-based RSUs as adjusted pursuant to the pro rata provision. The target value and the closing share price on February 19, 2025 were used to calculate the number of RSUs that were granted on February 19, 2025.

  124. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | Initial # of RSUs | Initial Target Value of RSUs | # of RSUs as adjusted | Target Value of RSUs as adjusted | | Fredric J. Tomczyk | 44,471 | $9,350,000 | 32,896 | $6,916,384 |

  125. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Mr. Donohue's Sign-On Grant. On May 7, 2025, Mr. Donohue received a sign-on long-term equity award with a grant date target value of $6,000,000 (equally split between time-based RSUs and PSUs) (the "Sign-On Grant") in connection with his appointment as Chief Executive Officer. The time-based RSUs cliff-vest in full on May 7, 2028. The PSUs are subject to the achievement of the same performance goals as our other 2025 PSUs relating to (A) cumulative adjusted diluted EPS and (B) relative TSR (each 25% of the total Sign-On Grant) that will vest at the conclusion of the performance period. Both awards are subject to Mr. Donohue's continuous employment with the Company through such date. If Mr. Donohue is terminated "without cause" or resigns from the Company for "good reason," he will fully vest in the Sign-On Grant, subject to actual performance at the end of the performance period with respect to the PSU portion of the Sign-On Grant, subject to Mr. Donohue's execution and non-revocation of a waiver and release of claims in favor of the Company. The following table shows the target equity award value for the RSU portion of the Sign-On Grant and number of time-based RSUs. The target equity award value and the closing share price on May 7, 2025 were used to calculate the number of RSUs that were granted on May 7, 2025.

  126. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Craig S. Donohue | 12,808 | $3,000,000 |

  127. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table shows the target equity award value for the PSU portion of the Sign-On Grant and number of PSUs (tied to TSR and EPS performance). The target equity award value and the closing share price on May 7, 2025 were used to calculate the number of PSUs that were granted on May 7, 2025.

  128. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | | # of PSUs | | | Target Value of PSUs | | Named Executive Officer | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | Craig S. Donohue | 2025-2027 TSR | 3,202 | 6,404 | 12,808 | $1,500,000 | | | 2025-2027 EPS | 3,202 | 6,404 | 12,808 | $1,500,000 |

  129. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Please see the above 2025 PSU Performance Goals Table which displays the threshold, target, and maximum performance goals for the PSU awards granted in 2025, measured over the performance period beginning on January 1, 2025 and ending on December 31, 2027. For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. 2023 PSU Grants Vested. The Compensation and Human Capital Committee and the Board, as applicable, approved grants on February 19, 2023 of PSUs (the "Regular 2023 PSUs") to our NEOs, except for Messrs. Donohue, Tomczyk, and Lipscomb, who did not receive grants of 2023 PSUs. Additionally, the Compensation

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  131. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents and Human Capital Committee and the Board approved promotion related grants of PSUs to Mses. Griebenow and Clay on August 19, 2023 and November 19, 2023, respectively (together with the Regular 2023 PSUs, the "2023 PSUs"). The 2023 PSUs were subject to the achievement of TSR and EPS measured against the pre- determined performance goals, both over a 3 year performance period beginning on January 1, 2023 and ending on December 31, 2025. In early 2026, the Compensation and Human Capital Committee determined that the following performance was achieved resulting in the indicated payout: The TSR percentile attained was the 86th percentile, which resulted in the vesting of 200% of the target number of PSUs-TSR granted to each applicable NEO. The 3-year cumulative adjusted diluted EPS attained was $27.08(1), which resulted in the vesting of 200% of the target number of PSUs-EPS granted to each applicable NEO. ____________________________________ (1)The 3 year adjusted EPS is a non-GAAP measure used by the Company and a reconciliation to a GAAP measure is provided in Appendix A. The specific performance goals for the PSUs-TSR and PSUs-EPS for the 2023-2025 performance period were previously disclosed in our proxy statement covering 2023 compensation. The table below shows the number of 2023 PSUs that vested at the conclusion of the applicable performance period for each applicable NEO and does not include dividend equivalent payments. With respect to Mr. Howson, he was allowed to retain a pro rata portion of the outstanding 2023 PSUs that would have vested in February 2026 based on the number of days worked through his transition date, and which were paid out based on target performance through the end of the applicable performance period for each award, and he forfeited the remainder of such awards and all other outstanding 2023 PSUs. Ms. Clay's 2023 PSUs vested in connection with her separation from service, which qualified as a retirement under the terms of the underlying awards, subject to the determination of achievement of the underlying awards.

  132. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | Performance Metric | # of PSUs at Target (100% Payout) | # of PSUs Vested | | Jill M. Griebenow | 2023-2025 TSR | 1,627 | 3,254 | | | 2023-2025 EPS | 1,627 | 3,254 | | Christopher A. Isaacson | 2023-2025 TSR | 3,731 | 7,462 | | | 2023-2025 EPS | 3,731 | 7,462 | | Patrick Sexton | 2023-2025 TSR | 2,339 | 4,678 | | | 2023-2025 EPS | 2,339 | 4,678 | | Catherine R. Clay (1) | 2023-2025 TSR | 1,418 | 2,640 | | | 2023-2025 EPS | 1,418 | 2,640 |

  133. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    ____________________________________ (1)Ms. Clay received pro rata vesting of her 2023 PSU awards, subject to the determination of achievement of the underlying awards, in connection with her resignation, as she was retirement eligible at the time of her separation from service. The prorated vesting shown above in the # of PSUs Vested column reflects Ms. Clay's continuous service for a portion of the performance period.

  134. Clawback Policies

    Clawback Policies Mandatory Clawback Policy. Effective October 11, 2023, we adopted a mandatory clawback policy with respect to incentive compensation received by executive officers on or after October 2, 2023. The policy provides that following an accounting restatement, the Compensation and Human Capital Committee must assess whether any incentive amounts paid to current and former executive officers were in excess of what should have been paid based on the revised financial statements, and thus should be subject to mandatory recovery (subject to certain limited regulatory exceptions). The policy has a 3 year look-back and applies to both current and former executives, regardless of such executive's fault, misconduct or involvement in causing the restatement. The equity award agreements contain provisions applying the clawback policy to equity grants. The clawback policy is intended to meet the requirements of Section 954 of the Dodd-Frank Act, the final rules issued by the SEC on October 26, 2022, and BZX listing requirements. Additionally, the Company's prior clawback policy will continue to cover compensation received prior to October 2, 2023. The prior clawback policy provides that we will attempt to recover incentive amounts paid to executive officers in the event of a restatement of our financial statements due to any material noncompliance with any financial reporting requirement. The prior policy has a 3 year look-back and applies to both current and former executives, regardless of such executive's fault, misconduct or involvement in causing the restatement. Supplemental Discretionary Clawback Policy. Effective December 18, 2024, we adopted a supplemental discretionary clawback policy covering any cash and equity compensation, such as annual incentives, time- based RSUs, performance-based PSUs, severance and termination related benefits, but excluding base salary, commissions, and other qualified retirement benefits (collectively, "Covered Compensation"), received by current and former executive officers and other executive vice presidents who are not already executive officers ("Covered Persons"). The policy provides that following a covered event, the Compensation and Human Capital Committee may, in its sole discretion, recover up to 100% of the Covered Compensation paid to applicable Covered Persons. Covered events include engaging, after the effective date, in any breach of any restrictive covenants owed to the Company and in any conduct that is or could be grounds for termination for cause, which includes, among other items, (a) willful failure to perform material duties owed to the Company, (b) fraud, breach of fiduciary duty, dishonesty, misappropriation or any other action causing damage to the Company, (c) admission or conviction of any felony that adversely affects the Company, and (d) any act or omission in violation of the Company's policies, including the Company's harassment and discrimination policies and the Code of Business Conduct and Ethics, that causes damage to the Company. Additionally, if a Covered Person is not covered by the mandatory clawback policy, the supplemental discretionary clawback policy provides that following an accounting restatement, the Compensation and Human Capital Committee may recover any incentive amounts paid to a Covered Person that was in excess of what should have been paid based on the revised financials, regardless of such executive's fault, misconduct or involvement in causing the restatement. The policy has a 3 year look-back. The equity award agreements contain provisions applying the supplemental discretionary clawback policy to equity grants. This policy applies to compensation received on or after December 18, 2024.

  135. Employee Benefit Plans, Severance, Change in Control, and Employment-Related Agreements

    Employee Benefit Plans, Severance, Change in Control, and Employment-Related Agreements We provide medical, life, and disability insurance coverage to all of our employees, including our NEOs. In addition, for NEOs and certain other employees, we provide participation in the Supplemental Executive Retirement Plan ("SERP") and the Cash Deferral Plan, which are described more fully below under "Summary Compensation—Non-Qualified Deferred Compensation Plans". We offer this coverage to provide a competitive benefits program, a level of protection for catastrophic events, and income during retirement. The SERP and the Cash Deferral Plan are defined contribution plans. We do not provide any defined benefit retirement plans to our executive officers or employees. In May 2018, the Company's stockholders approved an Employee Stock Purchase Plan ("ESPP") under which a total of 750,000 shares of the Company's common stock are made available for purchase to employees and, starting in September 15, 2022, to our executive officers. The ESPP is a broad-based plan that permits employees to contribute up to 10% of wages and base salary to purchase shares of the Company's common stock at a discount, subject to applicable annual Internal Revenue Service limitations. Under the ESPP, a participant may not purchase more than a maximum of 312 shares of the Company's common stock during any single offering period. No participant may accrue options to purchase shares of the Company's common stock at a rate that exceeds $25,000 in fair market value of the Company's common stock (determined at the time such options are granted) for each calendar year in which such rights are outstanding at any time. The exercise

  136. Employee Benefit Plans, Severance, Change in Control, and Employment-Related Agreements

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  137. Employee Benefit Plans, Severance, Change in Control, and Employment-Related Agreements

    Table of Contents price per share of common stock shall be 85% of the lesser of the fair market value of the stock on the first day of the applicable offering period or the applicable exercise date. Other than Mr. Donohue, our executive officers are covered under the Executive Severance Plan to encourage retention, maintain a consistent management team to effectively run our operations, assist with separation proceedings, and allow executives to focus on our strategic business priorities. The Executive Severance Plan contains severance and change in control provisions and is described more fully below under "Severance, Change in Control, and Employment-Related Agreements". Any payments under the Executive Severance Plan upon a change in control will only occur if an NEO's employment is terminated without cause or he or she resigns for good reason during a set period following the change in control, known as a double trigger provision. Mr. Donohue's employment agreement contains severance provisions and is described more fully below under "Severance, Change in Control, and Employment-Related Agreements".

  138. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below sets forth, for the years indicated below, the compensation earned by our NEOs.

  139. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Craig S. Donohue (5) | 2025 | $846,970 | — | $14,742,574 | $2,553,699 | $203,795 | $18,347,037 | | Chief Executive Officer and | | | | | | | | | President | | | | | | | | | Jill M. Griebenow | 2025 | $500,000 | — | $2,645,952 | $1,202,500 | $116,782 | $4,465,234 | | Executive Vice President, | 2024 | $500,000 | — | $2,343,978 | $800,650 | $77,673 | $3,722,301 | | Chief Financial Officer | 2023 | $430,522 | $150,000 | $1,039,970 | $454,911 | $78,503 | $2,153,906 | | Christopher A. Isaacson | 2025 | $650,000 | — | $2,661,147 | $1,803,750 | $170,100 | $5,284,997 | | Executive Vice President, | 2024 | $650,000 | — | $2,695,626 | $1,209,000 | $158,735 | $4,713,361 | | Chief Operating Officer | 2023 | $650,000 | — | $2,091,848 | $1,130,688 | $201,720 | $4,074,256 | | Patrick Sexton | 2025 | $450,000 | — | $1,398,747 | $999,000 | $82,922 | $2,930,669 | | Executive Vice President, | 2024 | $446,667 | — | $1,422,809 | $662,041 | $62,455 | $2,593,972 | | General Counsel and Corporate Secretary | 2023 | $427,500 | — | $1,085,605 | $595,942 | $66,256 | $2,175,303 | | Timothy Lipscomb (5) | 2025 | $456,583 | — | $794,326 | $823,967 | $95,314 | $2,170,190 | | Executive Vice President, | | | | | | | | | Chief Technology Officer | | | | | | | | | Fredric J. Tomczyk | 2025 | $500,000 | — | $9,350,028 | $1,513,705 | $302,451 | $11,666,184 | | Former Chief Executive Officer | 2024 | $1,000,000 | — | $— | $2,087,250 | $238,169 | $3,325,419 | | | 2023 | $287,500 | — | $7,150,104 | $584,990 | $343,916 | $8,366,510 | | David Howson | 2025 | $366,951 | — | $5,499,750 | $— | $155,842 | $6,022,543 | | Former Executive Vice President, | 2024 | $625,000 | — | $4,427,097 | $1,132,684 | $321,888 | $6,506,669 | | Global President | 2023 | $625,000 | — | $3,058,526 | $978,480 | $294,250 | $4,956,256 | | Catherine R. Clay | 2025 | $395,833 | — | $2,537,683 | $— | $106,872 | $3,040,388 | | Former Executive Vice President, | 2024 | $500,000 | — | $1,116,479 | $623,450 | $94,713 | $2,334,642 | | Head of Global Derivatives | 2023 | $483,333 | — | $1,324,372 | $513,873 | $89,681 | $2,411,259 |

  140. 2025 Summary Compensation Table

    _____________________________________ (1)The amount reported in this column for Ms. Griebenow for 2023 represents a one-time retention bonus of $150,000. (2)The amounts in the stock award column for 2025 include the grant date aggregate fair value of the awards of RSUs and PSUs granted in 2025, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718) and do not represent realized or realizable compensation. Actual value ultimately received by executives may differ materially based on stock price performance and achievement of performance conditions. The award date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. For purposes of the SCT, we have assumed that the probable outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the grant date would reflect the value of each PSU-EPS at the Company's stock price on the grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model. There can be no assurance that these values will ever be realized. Assumptions used in the calculation of these amounts are included in the footnotes to our 2025 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2025 filed with the SEC. The grant date fair value of the PSUs awarded to each NEO, assuming the highest level of performance conditions will be achieved, is $12,580,962 for Mr. Donohue, $2,350,595 for Ms. Griebenow, $2,315,256 for Mr. Isaacson, $1,228,031 for Mr. Sexton, $701,555 for Mr. Lipscomb, $3,438,008 for Mr. Howson and $1,794,185 for Ms. Clay. With respect to Mr. Donohue, the amount in the stock award column for 2025 also includes the one- time sign-on long-term equity awards granted to Mr. Donohue in connection with his appointment as Chief Executive Officer of the Company. See "Compensation Discussion and Analysis—2025 Elements of

  141. 2025 Summary Compensation Table

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  142. 2025 Summary Compensation Table

    Table of Contents Executive Compensation Program—Long-Term Incentive Plan—Mr. Donohue's Sign-On Grant" above for additional information about the one-time sign-on long-term equity awards. With respect to Mr. Howson, the amount in the stock award column for 2025 also includes $1,584,469, the incremental fair value as of the modification date associated with Mr. Howson being allowed to retain a pro rata portion of his outstanding time-based RSUs that would vest in February 2026 and outstanding PSUs that would vest in February 2026, in each case based on the number of days worked through Mr. Howson's transition date in connection with Mr. Howson's resignation. See "Severance, Change in Control, and Employment Related Agreements—Mr. Howson's Separation Letter Agreement" for additional information. (3)The amounts shown reflect awards to the NEOs under our annual incentive plan. Annual incentive payments for services performed in 2023, 2024, and 2025 by NEOs were paid in early 2024, 2025, and 2026, respectively. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Annual Incentive" above for additional information about the Company's annual incentive program. (4)The amounts shown represent benefits that were, from time to time, made available to our executives, including retirement plan contributions. For more information on the amounts shown in this column for 2025, please see the following "2025 All Other Compensation Detail Table". (5)Mr. Donohue and Mr. Lipscomb each became an NEO for the first time in 2025, and thus no amounts are shown in the table for 2023 or 2024.

  143. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The 2025 grants of plan-based awards are as follows and are explained in more detail below:

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  145. 2025 Grants of Plan-Based Awards Table

    Table of Contents

  146. 2025 Grants of Plan-Based Awards Table

    | | Grant Date | Approval Date | Estimated Future 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 Units | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | (1) | (1) | ($)* | ($)* | ($)* | (#) | (#) | (#) | (#) | ($) (2) | | Craig S. Donohue | n/a | 5/1/2025 | $223 | $1,277 | $2,554 | — | — | — | — | $— | | | 5/7/2025 | 5/1/2025 | — | — | — | 3,512 | 7,024 | 14,048 | — | $1,721,077 | | | 5/7/2025 | 5/1/2025 | — | — | — | 3,512 | 7,024 | 14,048 | — | $2,700,096 | | | 5/7/2025 | 5/1/2025 | — | — | — | 3,202 | 6,404 | 12,808 | — | $1,569,159 | | | 5/7/2025 | 5/1/2025 | — | — | — | 3,202 | 6,404 | 12,808 | — | $2,461,762 | | | 5/7/2025 | 5/1/2025 | — | — | — | — | — | — | 14,048 | $3,290,463 | | | 5/7/2025 | 5/1/2025 | — | — | — | — | — | — | 12,808 | $3,000,018 | | Jill M. Griebenow | n/a | 2/10/2025 | $114 | $650 | $1,300 | — | — | — | — | $— | | | 2/19/2025 | 2/10/2025 | — | — | — | 1,398 | 2,795 | 5,590 | — | $633,427 | | | 2/19/2025 | 2/10/2025 | — | — | — | 1,398 | 2,795 | 5,590 | — | $837,438 | | | 2/19/2025 | 2/10/2025 | — | — | — | — | — | — | 5,589 | $1,175,087 | | Christopher A. Isaacson | n/a | 2/11/2025 | $171 | $975 | $1,950 | — | — | — | — | $— | | | 2/19/2025 | 2/11/2025 | — | — | — | 1,115 | 2,230 | 4,460 | — | $505,381 | | | 2/19/2025 | 2/11/2025 | — | — | — | 1,115 | 2,230 | 4,460 | — | $668,153 | | | 7/15/2025 | 7/14/2025 | — | — | — | 235 | 470 | 940 | — | $113,816 | | | 7/15/2025 | 7/14/2025 | — | — | — | 235 | 470 | 940 | — | $173,317 | | | 2/19/2025 | 2/11/2025 | — | — | — | — | — | — | 4,459 | $937,505 | | | 7/15/2025 | 7/14/2025 | — | — | — | — | — | — | 940 | $219,913 | | Patrick Sexton | n/a | 2/10/2025 | $95 | $540 | $1,080 | — | — | — | — | $— | | | 2/19/2025 | 2/10/2025 | — | — | — | 660 | 1,320 | 2,640 | — | $299,150 | | | 2/19/2025 | 2/10/2025 | — | — | — | 660 | 1,320 | 2,640 | — | $395,498 | | | 7/15/2025 | 7/14/2025 | — | — | — | 63 | 126 | 252 | — | $30,512 | | | 7/15/2025 | 7/14/2025 | — | — | — | 63 | 126 | 252 | — | $46,464 | | | 2/19/2025 | 2/10/2025 | — | — | — | — | — | — | 2,640 | $555,060 | | | 7/15/2025 | 7/14/2025 | — | — | — | — | — | — | 251 | $58,721 | | Timothy Lipscomb | n/a | 7/14/2025 | $81 | $466 | $931 | — | — | — | — | $— | | | 2/19/2025 | 2/10/2025 | — | — | — | 313 | 625 | 1,250 | — | $141,643 | | | 2/19/2025 | 2/10/2025 | — | — | — | 313 | 625 | 1,250 | — | $187,263 | | | 7/15/2025 | 7/14/2025 | — | — | — | 94 | 188 | 376 | — | $45,526 | | | 7/15/2025 | 7/14/2025 | — | — | — | 94 | 188 | 376 | — | $69,327 | | | 2/19/2025 | 2/10/2025 | — | — | — | — | — | — | 1,249 | $262,602 | | | 7/15/2025 | 7/14/2025 | — | — | — | — | — | — | 376 | $87,965 | | Fredric J. Tomczyk | n/a | 2/11/2025 | $143 | $818 | $1,636 | — | — | — | — | $— | | | 2/19/2025 | 2/11/2025 | — | — | — | — | — | — | 44,471 | $9,350,028 | | David Howson | n/a | 2/11/2025 | $164 | $938 | $1,875 | — | — | — | — | $— | | | 2/19/2025 | 2/11/2025 | — | — | — | 2,044 | 4,088 | 8,176 | — | $926,457 | | | 2/19/2025 | 2/11/2025 | — | — | — | 2,044 | 4,088 | 8,176 | — | $1,224,847 | | | 2/19/2025 | 2/11/2025 | — | — | — | — | — | — | 8,175 | $1,718,794 | | | 5/27/2025 | 5/27/2025 | — | — | — | 2,367 | 4,734 | 9,468 | — | $1,094,785 | | | 5/27/2025 | 5/27/2025 | — | — | — | 2,367 | 4,734 | 9,468 | — | $1,094,785 | | | 5/27/2025 | 5/27/2025 | — | — | — | — | — | — | 1,647 | $380,885 | | | 5/27/2025 | 5/27/2025 | — | — | — | — | — | — | 1,379 | $318,908 | | | 5/27/2025 | 5/27/2025 | — | — | — | — | — | — | 1,217 | $281,443 | | Catherine R. Clay | n/a | 7/14/2025 | $105 | $601 | $1,201 | — | — | — | — | $— | | | 2/19/2025 | 2/10/2025 | — | — | — | 892 | 1,784 | 3,568 | — | $404,305 | | | 2/19/2025 | 2/10/2025 | — | — | — | 892 | 1,784 | 3,568 | — | $534,522 | | | 7/15/2025 | 7/14/2025 | — | — | — | 157 | 314 | 628 | — | $76,039 | | | 7/15/2025 | 7/14/2025 | — | — | — | 157 | 314 | 628 | — | $115,791 | | | 2/19/2025 | 2/10/2025 | — | — | — | — | — | — | 3,568 | $750,172 | | | 2/19/2025 | 2/10/2025 | — | — | — | — | — | — | 2,379 | $500,185 | | | 7/15/2025 | 7/14/2025 | — | — | — | — | — | — | 627 | $146,687 |

  147. 2025 Grants of Plan-Based Awards Table

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  148. 2025 Grants of Plan-Based Awards Table

    Table of Contents ____________________________________ *In thousands. (1)For Messrs. Donohue, Isaacson, Tomczyk, and Howson, the date reported in the "Approval Date" column is the date the Board of Directors ratified the grants previously approved by the Compensation and Human Capital Committee. For all other NEOs, the date is the date of Compensation and Human Capital Committee approval. The grant date is the date the equity award was actually granted and effective. (2)Represents the grant date aggregate fair value of the awards of RSUs and PSUs that were granted in 2025, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). The award date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. For purposes of the Grants of Plan-Based Awards, we have assumed that the probable outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the grant date would reflect the value of each PSU-EPS at the Company's stock price on the grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model. There can be no assurance that these values will ever be realized. Assumptions used in the calculation of these amounts are included in the footnotes to our 2025 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2025 filed with the SEC.

  149. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth outstanding equity awards held by each NEO at December 31, 2025 based on the market value of our common stock on December 31, 2025 (the last trading day of the year).

  150. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | 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 Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested | | Craig S. Donohue | 14,048(1) | $3,526,048 | | | | | 12,808(2) | $3,214,808 | | | | | | | 14,048(3) | $3,526,048 | | | | | 14,048(4) | $3,526,048 | | | | | 12,808(3) | $3,214,808 | | | | | 12,808(4) | $3,214,808 | | Jill M. Griebenow | 432(5) | $108,432 | | | | | 653(6) | $163,903 | | | | | 3,304(7) | $829,304 | | | | | 670(8) | $168,170 | | | | | 5,589(9) | $1,402,839 | | | | | 1,345(10) | $337,595 | | | | | 1,345(11) | $337,595 | | | | | 2,022(12) | $507,522 | | | | | 2,022(13) | $507,522 | | | | | | | 4,956(14) | $1,243,956 | | | | | 4,956(15) | $1,243,956 | | | | | 670(16) | $168,170 | | | | | 670(17) | $168,170 | | | | | 5,590(18) | $1,403,090 | | | | | 5,590(19) | $1,403,090 | | Christopher A. Isaacson | 2,488(5) | $624,488 | | | | | 3,348(7) | $840,348 | | | | | 1,340(8) | $336,340 | | | | | 4,459(9) | $1,119,209 | | | | | 940(20) | $235,940 | | | | | 7,756(10) | $1,946,756 | | | | | 7,756(11) | $1,946,756 | | | | | | | 5,022(14) | $1,260,522 | | | | | 5,022(15) | $1,260,522 | | | | | 1,340(16) | $336,340 | | | | | 1,340(17) | $336,340 | | | | | 4,460(18) | $1,119,460 | | | | | 4,460(19) | $1,119,460 | | | | | 940(21) | $235,940 | | | | | 940(22) | $235,940 | | Patrick Sexton | 976(5) | $244,976 | | | | | 1,804(7) | $452,804 | | | | | 670(8) | $168,170 | | | | | 2,640(9) | $662,640 | | | | | 251(20) | $63,001 | | | | | 1,821(23) | $457,071 | | | | | 1,821(24) | $457,071 | | |

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  152. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents

  153. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | 3,042(10) | $763,542 | | | | | 3,042(11) | $763,542 | | | | | | | 2,706(14) | $679,206 | | | | | 2,706(15) | $679,206 | | | | | 670(16) | $168,170 | | | | | 670(17) | $168,170 | | | | | 2,640(18) | $662,640 | | | | | 2,640(19) | $662,640 | | | | | 252(21) | $63,252 | | | | | 252(22) | $63,252 | | Timothy Lipscomb | 796(5) | $199,796 | | | | | 1,090(7) | $273,590 | | | | | 1,249(9) | $313,499 | | | | | 376(20) | $94,376 | | | | | | | 1,250(18) | $313,750 | | | | | 1,250(19) | $313,750 | | | | | 376(21) | $94,376 | | | | | 376(22) | $94,376 | | Fredric J. Tomczyk | 14,818(25) | $3,719,318 | | | | | 32,896(9) | $8,256,896 | | | | Catherine R. Clay (26) | 2,503(10) | $628,253 | | | | | 2,503(11) | $628,253 | | | | | 239(27) | $59,989 | | | | | 239(28) | $59,989 | | | | | 863(29) | $216,613 | | | | | 83(30) | $20,833 | | |

  154. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    _____________________________________ (1)Grant of RSUs not subject to performance conditions on May 7, 2025. These RSUs vested one-third on February 19, 2026 and will vest one-third on each of February 19, 2027 and February 19, 2028. (2)Grant of RSUs not subject to performance conditions on May 7, 2025. The award cliff-vests in full on May 7, 2028. (3)Grant of PSUs on May 7, 2025 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (4)Grant of PSUs on May 7, 2025 subject to an earnings per share performance condition for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (5)Grant of RSUs not subject to performance conditions on February 19, 2023. This portion of the RSUs vested on February 19, 2026. (6)Grant of RSUs not subject to performance conditions on August 19, 2023. These RSUs vested on February 19, 2026. (7)Grant of RSUs not subject to performance conditions on February 19, 2024. These RSUs vested one-half on February 19, 2026 and will vest one-half on February 19, 2027. (8)Grant of RSUs not subject to performance conditions on February 19, 2024. The award cliff-vests in full on February 19, 2027. These RSUs do not provide for qualified retirement eligibility. (9)Grant of RSUs not subject to performance conditions on February 19, 2025. These RSUs vested one-third on February 19, 2026 and will vest one-third on each of February 19, 2027 and February 19, 2028. (10)Grant of PSUs on February 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were

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  156. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan—2023 PSU Grants Vested" for more details. (11)Grant of PSUs on February 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan —2023 PSU Grants Vested" for more details. (12)Grant of PSUs on August 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan—2023 PSU Grants Vested" for more details. (13)Grant of PSUs on August 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan —2023 PSU Grants Vested" for more details. (14)Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2027 upon determination of the achievement of the performance conditions. (15)Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2027 upon determination of the achievement of the performance conditions. (16)Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2027 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. (17)Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2027 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. (18)Grant of PSUs on February 19, 2025 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (19)Grant of PSUs on February 19, 2025 subject to an earnings per share performance condition for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (20)Grant of RSUs not subject to performance conditions on July 15, 2025. These RSUs vested one-third on February 19, 2026 and will vest one-third on each of February 19, 2027 and February 19, 2028. (21)Grant of PSUs on July 15, 2025 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled

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  158. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (22)Grant of PSUs on July 15, 2025 subject to an earnings per share performance condition for the period from January 1, 2025 through December 31, 2027. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be settled in shares on or about February 19, 2028 upon determination of the achievement of the performance conditions. (23)Grant of PSUs on February 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan—2023 PSU Grants Vested" for more details. These PSUs do not provide for qualified retirement eligibility. (24)Grant of PSUs on February 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the actual performance amount. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions and include dividend equivalent payments. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long- Term Incentive Plan—2023 PSU Grants Vested" for more details. These PSUs do not provide for qualified retirement eligibility. (25)Grant of RSUs not subject to performance conditions on October 12, 2023. These RSUs will vest on October 12, 2026. Vesting will accelerate in full on Mr. Tomczyk's service as a member of the Board terminating due to a failure to be renominated or re-elected to the Board for any reason other than cause or a voluntary resignation, in each case provided that this event occurs before the award has otherwise forfeited. If Mr. Tomczyk remains in continuous service as a director, (i) his award will vest in full upon a change in control if he is still a director as of such date, and (ii) he will be eligible for partial, prorated vesting based on his service between October 12, 2024 and his separation date if he voluntarily resigns from the Board and there is no basis by which his service could have been terminated for cause. (26)See "Severance, Change in Control and Employment-Related Agreements—Ms. Clay's Equity Award Acceleration" for a description of the vesting treatment of Ms. Clay's awards in connection with her resignation. (27)Grant of PSUs on November 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long-Term Incentive Plan—2023 PSU Grants Vested" for more details. (28)Grant of PSUs on November 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were settled in shares on February 12, 2026 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2025 Elements of Executive Compensation Program—Long- Term Incentive Plan—2023 PSU Grants Vested" for more details. (29)Grant of RSUs not subject to performance conditions on February 19, 2023 that vested in connection with Ms. Clay's resignation, which qualified as a retirement under the terms of the underlying awards. The shares of common stock underlying the RSUs that vested in connection with her resignation will be delivered to her, as applicable, following a 6-month delay contemplated by the distribution timing rules under Section 409A of the Internal Revenue Code. (30)Grant of RSUs not subject to performance conditions on November 19, 2023 that vested in connection with Ms. Clay's resignation, which qualified as a retirement under the terms of the underlying awards. The shares of common stock underlying the RSUs that vested in connection with her resignation will be delivered to her, as applicable, following a 6-month delay contemplated by the distribution timing rules under Section 409A of the Internal Revenue Code.

  159. 2025 Outstanding Equity Awards at Fiscal Year-End Table

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  161. 2025 Stock Vested Table

    2025 Stock Vested Table The following table sets forth the equity awards that vested during 2025.

  162. 2025 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting (2) | | Craig S. Donohue | — | $— | | Jill M. Griebenow | 3,561 | $748,700 | | Christopher A. Isaacson | 25,265 | $5,301,964 | | Patrick Sexton | 8,623 | $1,809,889 | | Timothy Lipscomb | 2,990 | $646,744 | | Fredric J. Tomczyk | 14,817 | $3,625,868 | | David Howson (3) | 44,156 | $9,799,636 | | Catherine R. Clay (4) | 6,886 | $1,445,464 |

  163. 2025 Stock Vested Table

    _____________________________________ (1)Number of shares acquired on vesting represent RSUs and PSUs that were vested in 2025, and do not include any of the 2023 PSU awards, as the underlying shares were not issued until the settlement date of February 12, 2026. (2)Amounts are calculated by multiplying the number of shares underlying RSUs or PSUs by our closing stock price on the date of vesting or issuance, or if the stock market was closed on such date, by our closing stock price on the next preceding day on which the stock market was open. (3)A portion of the awards reflected in the "Stock Awards" column represent Mr. Howson's RSUs and PSUs that vested in connection with his resignation, including dividend equivalent payments made on the PSUs. (4)A portion of the awards reflected in the "Stock Awards" column represent an additional 945 RSUs issued prior to 2024 that vested in connection with Ms. Clay's resignation, which qualified as a retirement under the terms of the underlying awards. The shares of common stock underlying the RSUs that vested in connection with her resignation will be delivered to her, as applicable, following a 6-month delay contemplated by the distribution timing rules under Section 409A of the Internal Revenue Code.

  164. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table

  165. 2025 Non-Qualified Deferred Compensation Table

    | Name (1) | | Executive Contributions in Last FY (2) | Registrant Contributions in Last FY (3) | Aggregate Earnings in Last FY (4) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Craig S. Donohue | SERP | $19,879 | $39,758 | $1,184 | $— | $60,815 | | Jill M. Griebenow | SERP | $38,026 | $76,052 | $88,194 | $— | $538,533 | | Christopher A. Isaacson | SERP | $754,500 | $120,720 | $800,650 | $— | $9,265,038 | | Patrick Sexton | SERP | $39,375 | $31,500 | $221,957 | $— | $1,590,021 | | Timothy Lipscomb | SERP | $22,955 | $45,910 | $40,908 | $— | $283,464 | | David Howson | SERP | $45,985 | $91,969 | $30,343 | $— | $481,651 | | Catherine R. Clay | SERP | $48,542 | $48,967 | $37,926 | $— | $641,734 |

  166. 2025 Non-Qualified Deferred Compensation Table

    _____________________________________ (1)Executive and registrant contributions include contributions during 2025. Mr. Tomczyk did not make any contributions. Numbers may not foot due to rounding. (2)The amount of executive contributions made by each NEO and reported in this column is included in each NEO's compensation reported in the SCT under the column labeled "Salary". (3)The amount of registrant contributions reported in this column for each NEO is also included in his or her compensation reported in the SCT under the column labeled "All Other Compensation". (4)Earnings are based upon the investment fund selected by the NEO for each plan.

  167. 2025 Non-Qualified Deferred Compensation Table

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  169. Severance Payments

    | Name | Salary | Cash Incentive (6) | Unvested Equity Awards (7) | Other (8) | Total | | Craig S. Donohue(1) | $2,600,000 | $5,176,849 | $9,644,424 | $132,992 | $17,554,265 | | (2) | $2,600,000 | $5,176,849 | $20,222,568 | $132,992 | $28,132,409 | | (3) | $— | $1,276,849 | $13,481,812 | $— | $14,758,661 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $— | $— | $— | | Jill M. Griebenow(1) | $500,000 | $1,300,000 | $1,690,234 | $31,162 | $3,521,396 | | (2) | $1,000,000 | $1,950,000 | $9,993,314 | $41,550 | $12,984,864 | | (3) | $— | $— | $7,178,098 | $— | $7,178,098 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $1,690,234 | $— | $1,690,234 | | Christopher A. Isaacson(1) | $650,000 | $1,950,000 | $3,893,512 | $50,197 | $6,543,709 | | (2) | $1,300,000 | $2,925,000 | $12,954,361 | $66,930 | $17,246,291 | | (3) | $— | $— | $10,002,099 | $— | $10,002,099 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $3,893,512 | $— | $3,893,512 | | Patrick Sexton (9)(1) | $450,000 | $1,080,000 | $2,441,226 | $54,130 | $4,025,356 | | (2) | $900,000 | $1,620,000 | $7,179,353 | $72,173 | $9,771,526 | | (3) | $— | $— | $5,606,085 | $— | $5,606,085 | | (4) | $— | $— | $5,252,857 | $— | $5,252,857 | | (5) | $— | $— | $2,441,226 | $— | $2,441,226 | | Timothy Lipscomb(1) | $465,000 | $977,050 | $— | $53,724 | $1,495,774 | | (2) | $930,000 | $1,488,550 | $1,697,513 | $71,633 | $4,187,696 | | (3) | $— | $— | $1,289,387 | $— | $1,289,387 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $— | $— | $— |

  170. PAY RATIO

    PAY RATIO As required by SEC rules, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than Mr. Donohue, our CEO) and the annual total compensation of Mr. Donohue. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, the median of the annual total compensation of all employees of the Company (other than Mr. Donohue) was $197,994 and the annual total compensation of Mr. Donohue was $20,160,177. Based on this information, the ratio of the annual total compensation of Mr. Donohue, our CEO, to the median of the annual total compensation of all employees (excluding Mr. Donohue) was 102:1. Median Employee We identified the median employee by reviewing the annual total compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2025 as reflected in our payroll records. Annual total compensation included salary, commissions, bonus, value of equity grants, and value of benefits received. In making this determination, we used our employee population size of 1,600 employees as of December 31, 2025, which excluded, under the non-U.S. de minimis exception to the pay ratio rule, all of our employees in the Philippines (28), Japan (17), Hong Kong (8), and Singapore (8), out of a total of 1,661 employees, or 3.7%. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for calculating total compensation for each of our NEOs as set forth in the SCT above. CEO Mr. Donohue began serving as our CEO effective May 7, 2025. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, for pay ratio purposes, Mr. Donohue's compensation was annualized to represent his compensation as if he were CEO for the entire 2025 fiscal year. The calculation included the amounts reported in the SCT above for fiscal year 2025, except that (i) the salary was adjusted to assume Mr. Donohue received his year-end base salary rate for the entire fiscal year, (ii) the non-equity incentive plan compensation was adjusted to assume that Mr. Donohue received his year-end annual incentive plan award for the entire fiscal year, and (iii) the car service element of "All Other Compensation" was adjusted to assume he was CEO for the entire fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes does not reflect the "Total" column of our SCT above, nor does it reflect amounts actually paid to our CEO for fiscal year

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  172. PAY RATIO

    Table of Contents 2025. Instead, the annual total compensation reported for the CEO above reflects the pay ratio disclosure requirements for a year in which a CEO transition occurs.

  173. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by SEC rules, the following information provides a summary of the relationship between compensation actually paid (determined in accordance with SEC rules) to our principal executive officer ("PEO") and average compensation actually paid to our non-PEO NEOs (the "Other NEOs") and certain financial performance of the Company, as required by SEC rules. This information is a reasonable estimate calculated in a manner consistent with such SEC rules and there can be no assurances that some of the amounts reported will ever be realized. For information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation—Compensation Discussion and Analysis".

  174. PAY VERSUS PERFORMANCE

    | | | | | | | | | | Value Of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total For PEO (Donohue) (1) | Compensation Actually Paid To PEO (Donohue) (2) | Summary Compensation Table Total For PEO (Tomczyk) (1) | Compensation Actually Paid To PEO (Tomczyk) (2) | Summary Compensation Table Total For PEO (Tilly) (1) | Compensation Actually Paid To PEO (Tilly) (2) | Average Summary Compensation Table Total For Other NEOs (3) | Average Compensation Actually Paid To Other NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) (in millions) | Adjusted EBITDA (8) (in millions) | | 2025 | $18,347,037 | $22,673,566 | $11,666,184 | $12,303,611 | $— | $— | $3,985,670 | $3,909,530 | $289.12 | $175.55 | $1,095 | $1,646 | | 2024 | $— | $— | $3,325,419 | $4,350,104 | $— | $— | $4,384,076 | $5,374,354 | $222.49 | $149.67 | $761 | $1,352 | | 2023 | $— | $— | $8,366,510 | $9,420,432 | $9,403,311 | $6,889,839 | $3,255,931 | $5,156,162 | $200.90 | $125.49 | $758 | $1,245 | | 2022 | $— | $— | $— | $— | $11,915,247 | $14,520,578 | $4,096,611 | $4,865,964 | $139.15 | $102.26 | $234 | $1,136 | | 2021 | $— | $— | $— | $— | $10,646,558 | $16,085,506 | $3,188,615 | $4,608,036 | $142.23 | $129.80 | $527 | $987 |

  175. PAY VERSUS PERFORMANCE

    _____________________________________ (1)The dollar amounts reported in this column are the amounts of total compensation reported for Messrs. Donohue, Tomczyk, or Tilly in connection with their service as PEO of the Company during each corresponding year, as applicable, in the "Total" column of the SCT. Refer to "Executive Compensation— Summary Compensation—Summary Compensation Table". (2)The dollar amounts reported in this column represent the amount of "compensation actually paid" to Messrs. Donohue, Tomczyk, or Tilly, respectively, for the years during which they served as PEO. In accordance with SEC rules, the following adjustments were made to Mr. Donohue's and Mr. Tomczyk's total compensation as reported in the 2025 SCT to determine each of their 2025 compensation actually paid.

  176. PAY VERSUS PERFORMANCE

    | Craig S. Donohue | | | Amount Deducted or Added (1) | 2025 | | Subtract stock and option awards reported in SCT | $-14,742,574 | | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $19,013,511 | | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $— | | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date | $— | | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $— | | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $55,592 |

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  179. PAY VERSUS PERFORMANCE

    | Fredric J. Tomczyk | | | Amount Deducted or Added (1) | 2025 | | Subtract stock and option awards reported in SCT | $-9,350,028 | | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $8,256,896 | | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $823,881 | | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date | $— | | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $730,626 | | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $176,052 |

  180. PAY VERSUS PERFORMANCE

    ____________________________________ (1)The assumptions used to calculate the values for each RSU award included in the calculation of "compensation actually paid" did not differ materially from those used to calculate the grant date fair value for such awards. (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company's Other NEOs as a group in the "Total" column of the SCT in each applicable year. The Other NEOs in each applicable year are as follows: (i) for 2025, Messrs. Isaacson, Sexton, Lipscomb, and Howson and Mses. Griebenow and Clay; (ii) for 2024, Messrs. Howson, Isaacson, and Sexton and Ms. Griebenow; (iii) for 2023, Messrs. Schell, Howson, and Isaacson, Mses. Griebenow and Clay; (iv) for 2022, Messrs. Schell, Howson, Isaacson, and Sexton; and (v) for 2021, Messrs. Schell, Howson, Isaacson, and Sexton. (4)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the Other NEOs as a group. In accordance with SEC rules, the following adjustments were made to average total compensation for the Other NEOs as a group for 2025 to determine the compensation actually paid. Numbers may not foot due to rounding.

  181. PAY VERSUS PERFORMANCE

    | Average Amount Deducted or Added (1) | 2025 | | Subtract average stock and option awards reported in SCT | $-2,589,601 | | Add average fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $1,829,725 | | Add/Subtract average stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $1,352,441 | | Add average for stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (2) | $135,206 | | Add/Subtract average stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $126,532 | | For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years | $-953,176 | | Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $22,733 |

  182. PAY VERSUS PERFORMANCE

    ____________________________________ (1)The assumptions used to calculate the values for each RSU and PSU award included in the calculation of "compensation actually paid" did not differ materially from those used to calculate the grant date fair value for such awards. For each PSU-TSR, we used a Monte Carlo model and made appropriate adjustments to the grant date assumptions to reflect changes in the stock price volatility, actual relative TSR and stock price performance, and risk-free interest rates as of the relevant measurement date. For each PSU-EPS, we based the valuation on the probable outcome of earnings per share during the awards' performance periods as of the last day of the fiscal year. (2)The dollar amounts reported in this row include dividend equivalent units awarded from the reinvestment of dividend equivalents on PSUs. The dividend equivalent units are subject to the same terms regarding vesting, forfeiture, and distribution as the applicable PSUs. (5)The cumulative TSR amounts reported in this column are calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference

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  184. PAY VERSUS PERFORMANCE

    Table of Contents between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period (here, December 31, 2020). (6)The cumulative peer group TSR amounts reported in this column represent the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the customized peer group included in our Annual Report on Form 10-K that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc. (7)The dollar amounts reported in this column represent the amount of net income reflected in the Company's audited financial statements for the applicable year. (8)The dollar amounts reported in this column represent adjusted EBITDA, which is a non-GAAP measure used by the Company and reconciliations to GAAP measures are provided in Appendix A. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company's compensation programs, the Company has determined that adjusted EBITDA is the financial performance measure that, in the Company's reasonable assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to company performance.

  185. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in "Executive Compensation—Compensation Discussion and Analysis", the Company's executive compensation program reflects a variable pay-for-performance philosophy. Approximately 18% of the total target compensation mix for the NEOs consists of amounts determined under the Company's short-term annual incentive compensation program and approximately 68% of the total target compensation mix for the NEOs is long-term incentive compensation generally composed of equity awards, including RSUs and/or PSUs. Mr. Donohue's compensation paid for 2025 includes his Sign-On Grant. Mr. Tomczyk's compensation paid for 2024 does not include any equity grants, as his CEO appointment grant in 2023 was meant to cover equity grants for the 2023 and 2024 fiscal years. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid for a particular year.

  186. Analysis of the Information Presented in the Pay versus Performance Table

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  187. Analysis of the Information Presented in the Pay versus Performance Table

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  188. Description of Relationship between Compensation Actually Paid to our NEOs and Each Financial

    Description of Relationship between Compensation Actually Paid to our NEOs and Each Financial

  189. Metric Presented in the Pay versus Performance Table

    Metric Presented in the Pay versus Performance Table

  190. 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 Messrs. Donohue, Tomczyk, and Tilly and the average amount of compensation actually paid to the Company's Other NEOs as a group is generally aligned with the Company's cumulative TSR over the period presented in the table.

  191. 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 Messrs. Donohue, Tomczyk, and Tilly and the average amount of compensation actually paid to the Company's Other NEOs as a group is generally aligned with the Company's net income over the period presented in the table.

  192. Compensation Actually Paid and Net Income

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  194. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Donohue, Tomczyk, and Tilly and the average amount of compensation actually paid to the Company's Other NEOs as a group is generally aligned with the Company's adjusted EBITDA over the period presented in the table.