Cboe Global Markets, Inc.

Previous wording

Except as set forth below, there have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Item 1A. of our Form 10-Q for the three months ended March 31, 2025 and in Item 1A of our Form 10-Q for the three months ended June 30, 2025. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

Current wording

Except as set forth below, there have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

Previous wording

Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. Within the past year, the composition of our executive officers has substantially changed. We have a new Chief Executive Officer who started on May 7, 2025 and who assumed the role of President on August 2, 2025 and a new EVP, Global Head of Derivatives who started on October 1, 2025, in addition to other new members of our senior management team. Filling the roles and responsibilities of departing executive officers and employees may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities and it is important to our success that these key personnel quickly adapt to and excel in their new roles. Our failure to successfully fill these roles and retain our key personnel could have a material adverse effect on our overall business, financial condition, and operating results.

Current wording

Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring, and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition, and operating results.

Previous wording

There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.

Current wording

There is substantial competition for qualified and capable personnel which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. In addition, subsequent to March 31, 2026, we announced additional actions related to our strategic realignment, that combined with our earlier actions to sell, wind down, and optimize certain businesses, is expected to reduce our workforce by approximately 20%. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan, our business review actions, and additional actions related to our strategic realignment. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruit, and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.

Previous wording

Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees could hinder our strategic planning and execution.

Current wording

Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the recent transitions of our Chief Executive Officer, our Chief Operating Officer, and our other leaders, could hinder our strategic planning and execution.