Cboe Global Markets Inc

Cboe incorporates herein by reference the discussion set forth in Note 21 (“Commitments, Contingencies, and Guarantees”) of the condensed consolidated financial statements included herein.

Other than the legal proceeding below and incorporated by reference herein, there have been no material updates during the period covered by this Form 10-Q to the Legal Proceedings as set forth in Item 3. of our Annual Report on Form 10-K for the year ended December 31, 2023 and to the Legal Proceedings as set forth in Item 1. of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024.

Equity Market Structure Rules

In December 2022, the SEC released four equity market structure proposals. On September 18, 2024, the SEC adopted amendments to certain rules of the Regulation National Market System (“NMS”) to amend the minimum pricing increments for the quoting of certain NMS stocks, reduce the access fee caps and enhance the transparency of better priced orders (collectively, the “Final Rules”). The compliance date for the Final Rules will be November 3, 2025, except for the dissemination of “odd-lot information” (including the best-odd lot orders), which will have a compliance date of May 4, 2026.

On October 30, 2024, the Company and the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA (collectively, the “U.S. equities exchanges”) and Nasdaq, Inc. filed a Petition for Review (“PFR”) in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”) appealing the Final Rules. Prior to the PFR filings by the U.S. equities exchanges and Nasdaq, two other entities (We the Investors and Urvin Finance, Inc.) also filed a PFR in the D.C. Circuit.

The Final Rules, amongst other things, are expected to reduce access fee caps to a level that may inhibit our ability to incentivize liquidity on our U.S. equities exchanges, thereby resulting in a reduction in transaction fee revenue, as well as limit our ability to differentiate our fee schedule and compete with other national securities exchanges and off-exchange venues, which may have a material impact on our business, financial condition, and operating results. The Company and the U.S. equities exchanges intend to litigate the matter vigorously.