Marketaxess Holdings reports $53.86 million net income for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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As of August 4, November 3, 2026, the number of shares of the Registrant's voting common stock outstanding was 35,192,891 35,204,675 .

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FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE SEPTEMBER 30, 2026

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Financial Statements (Unaudited) 5 changes

Consolidated Statements of Financial Condition as of June September 30, 2026 and December 31, 2025

Consolidated Statements of Operations for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Consolidated Statements of Comprehensive Income for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Consolidated Statements of Cash Flows for the Six Nine Months Ended June September 30, 2026 and 2025

Financial statements 60 changes

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Accounts receivable, net of allowance of $ 984 844 and $ 743 as of

June September 30, 2026 and December 31, 2025, respectively

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Preferred stock, $ 0.001 par value, 4,855,000 shares authorized, no shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Series A Preferred Stock, $ 0.001 par value, 110,000 shares authorized, no shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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40,890,325 40,891,863 shares and 41,121,305 shares issued and 35,191,353 35,197,197 shares and 35,776,886 shares outstanding as of June September 30, 2026 and December 31, 2025, respectively

Common stock non-voting, $ 0.003 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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Treasury stock – Common stock voting, at cost, 5,698,972 5,694,666 shares and 5,344,419 shares as of June September 30, 2026 and December 31, 2025, respectively ( 752,333 751,634 ( 694,764

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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sale, net of tax of $( 27 ), $ 47 , $( 110 ) and $ 120 respectively ( 82 ( 342

sale, net of tax of $( 95 ), $ 30 , $( 206 ) and $ 150 , respectively ( 282 ( 624

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Net income available for common stockholders

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Net income available for common stockholders

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Net income available for common stockholders

Cumulative translation adjustment

Unrealized net gain (loss) on

securities available-for-sale,

Stock-based compensation

Withholding tax payments on

Full Value Awards vesting and

stock option exercises

Reissuance of treasury stock

Repurchases of common stock

Cash dividend on common stock

Balance at September 30, 2026

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Net income available for common stockholders

11 unchanged paragraphs

Net income available for common stockholders

10 unchanged paragraphs

Net income available for common stockholders

Cumulative translation adjustment

Unrealized net gain (loss) on

securities available-for-sale,

Stock-based compensation

Withholding tax payments on

Full Value Awards vesting and

stock option exercises

Reissuance of treasury stock

Repurchases of common stock

Cash dividend on common stock

Balance at September 30, 2025

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Six Months Ended June 30,

Nine Months Ended September 30,

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(Increase) in receivables from broker-dealers, clearing organizations and customers ( 728,239 400,417 ( 159,675 226,736 (Increase)/decrease in prepaid expenses and other assets ( 1,821 (Increase)/decrease in trading investments ( 66 (Increase) in mutual funds held in rabbi trust ( 580 ( 183 (Decrease) in accrued employee compensation ( 24,296 ( 19,696 16,070

Decrease in trading investments

(Increase) decrease in mutual funds held in rabbi trust

(Decrease) in accrued employee compensation

Increase in payables to broker-dealers, clearing organizations and customers (Decrease)/increase in income and other tax liabilities ( 7,961 25,908

Increase/(decrease) in accounts payable, accrued expenses and other liabilities ( 6,913 8,557 (Decrease) in operating lease liabilities ( 4,608 6,963 ( 4,373 6,665

Net cash (used in)/provided provided by operating activities

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Purchases of furniture, equipment and leasehold improvements ( 908 1,497 ( 3,136 4,632

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Payment of the excise tax on repurchases

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Withholding tax payments on Full Value Awards vesting and stock option exercises ( 8,935 9,051 ( 9,846 16,761 ( 74,764 120,015

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Effect of exchange rate changes on cash and cash equivalents ( 4,589 4,763

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Six Months Ended June 30,

Nine Months Ended September 30,

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Cash paid/(refunded) paid for income taxes

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Fair value of remaining noncontrolling interests on Acquisition Date ( 13,755 10,365

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Note 1: Organization and Principal Business Activity 2 changes

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On July 29, 2026, the Company entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Intercontinental Exchange, Inc., a Delaware corporation ("Parent"), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Under the terms of the Merger Agreement, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Sub or their subsidiaries, shares held as treasury stock by the Company or its subsidiaries, and shares held by stockholders who have properly exercised appraisal rights under Delaware law) will be converted into the right to receive $ 167.00 per share in cash, without interest thereon. The Merger was unanimously approved by the Board of Directors of the Company ("Board"). On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). At a special meeting of the Company's stockholders held on October 29, 2026, MarketAxess stockholders approved adoption of the Merger Agreement. Consummation of the Merger remains subject to other customary closing conditions, including the receipt of required regulatory approvals, and the satisfaction or waiver of the other closing conditions in the Merger Agreement. Upon completion of the Merger, shares of the Company's common stock will no longer be listed on the Nasdaq Global Select Market. The Merger currently is anticipated to close in the first quarter of 2027.

MARKETAXESS HOLDINGS INC.

Note 2: Significant Accounting Policies 4 changes

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The Company determines the appropriate classification of securities at the time of purchase which are recorded in the Consolidated Statements of Financial Condition on the trade date. Securities are classified as available-for-sale or trading. Available-for-sale investments are carried at fair value with unrealized gains or losses reported in accumulated other comprehensive loss income/(loss) in the Consolidated Statements of Financial Condition and realized gains or losses reported in other, net in the Consolidated Statements of Operations. Trading investments include U.S. Treasuries and are carried at fair value, with realized and unrealized gains or losses included in other, net in the Consolidated Statements of Operations.

The Company assesses whether an impairment loss on its available-for-sale debt securities has occurred due to declines in fair value or other market conditions. When the amortized cost basis of an available-for-sale debt security exceeds its fair value, the security is deemed to be impaired. The portion of an impairment related to credit losses is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded as a charge in the Consolidated Statements of Operations. The remainder of an impairment is recognized in accumulated other comprehensive loss income/(loss) if the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery.

Fair Value Measurement

Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company's financial assets and liabilities measured at fair value on a recurring basis consist of its money market funds, trading securities, available-for-sale securities and foreign currency forward contracts. All other financial instruments are short-term in nature and the carrying amounts reported on the Consolidated Statements of Financial Condition approximate fair value.

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Notes to the financial statements 21 changes

Fair Value Measurement

Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company's financial assets and liabilities measured at fair value on a recurring basis consist of its money market funds, trading securities, available-for-sale securities and foreign currency forward contracts. All other financial instruments are short-term in nature and the carrying amounts reported on the Consolidated Statements of Financial Condition approximate fair value.

Receivables from and Payables to Broker-dealers, Clearing Organizations and Customers

Receivables from broker-dealers, clearing organizations and customers include amounts receivable for securities not delivered by the Company to the purchaser by the settlement date ("securities failed-to-deliver") and cash deposits held at clearing organizations and clearing brokers to facilitate the settlement and clearance of matched principal transactions. Payables to broker-dealers, clearing organizations and customers include amounts payable for securities not received by the Company from a seller by the settlement date ("securities failed-to-receive"). Securities failed-to-deliver and securities failed-to-receive for transactions executed on a matched principal basis where the Company serves as a counterparty to both the buyer and the seller are recorded on a settlement date basis within receivables from and payables to broker-dealers, clearing organizations and customers. The difference between the Company's trade-date receivables and payables for unsettled matched principal transactions reflects commissions earned and is recorded within accounts receivable, net on a trade date basis.

Allowance for Credit Losses

All accounts receivable have contractual maturities of less than one year and are derived from trading-related fees and commissions and revenues from products and services. The Company continually monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based on the estimated expected credit losses in accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific collection issues that have been identified. Account balances are grouped for evaluation based on various risk characteristics, including billing type, legal entity, and geographic region. Additions to the allowance for credit losses are charged to bad debt expense, which is included in general and administrative expense in the Company's Consolidated Statements of Operations. Balances that are determined to be uncollectible are written off against the allowance for credit losses .

The allowance for credit losses was $ 1.0 million and $ 0.7 million as of June 30, 2026 and December 31, 2025, respectively. The provision for credit losses was immaterial for each of the three and six months ended June 30, 2026 and 2025 .

Furniture, Equipment and Leasehold Improvements

Fixed assets are carried at cost less accumulated depreciation. The Company uses the straight-line method of depreciation over three to seven years . The Company amortizes leasehold improvements on a straight-line basis over the lesser of the life of the improvement or the remaining term of the lease.

Software Development Costs

The Company capitalizes certain costs associated with the development of internal use software, including, among other items, employee compensation and related benefits and third-party consulting costs at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. Once the product is ready for its intended use, such costs are amortized on a straight-line basis over three to five years . The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable .

At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company's leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company's incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy and technology and communications expense in the Consolidated Statements of Operations.

The Company operates as a single reporting unit. Following an acquisition, goodwill no longer retains its identification with a particular acquisition, but instead becomes identifiable with the entire reporting unit. As a result, all of the fair value of the Company is available to support the value of goodwill. An impairment review of goodwill is performed on an annual basis, at year-end, or more frequently if circumstances change. Intangible assets with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized over their estimated useful lives which range from one to 15 years using either a straight-line or accelerated amortization method based on the pattern of economic benefit the Company expects to realize from such assets. Intangible assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment.

Equity Investments and Consolidation

The Company evaluates equity investments for potential consolidation under the voting-interest or variable-interest models. The Company consolidates investees over which the Company determines it has control under the voting interest model, generally greater than 50% ownership, or for which the Company is the primary beneficiary under the variable-interest model. The Company uses the equity method of accounting when it exercises significant influence over the investee, but does not have operating control, generally between 20% and 50% ownership. Under the equity method of accounting, original investments are recorded at cost in prepaid expenses and other assets on the Consolidated Statements of Financial Condition and adjusted by the Company's proportionate share of the investees' undistributed earnings or losses. Equity investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.

Basic earnings per share is computed by dividing the net income attributable to common stock by the weighted-average number of shares of common stock outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses . The ASU primarily will require enhanced disclosures about certain types of expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and may be applied either on a prospective or retrospective basis. Since this ASU only requires additional disclosures, adoption of this ASU is not expected to have an impact on the Company's financial condition, results of operations or cash flows.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software . This ASU eliminates the requirement to consider the project stage of an internal-use software under development while capitalizing its development costs. Instead, under the ASU, companies are required to capitalize internal-use software development costs when management authorizes and commits to fund the software development project, and it is probable that the project will be completed and the software will be used as intended. This ASU is effective for fiscal years beginning after December 15, 2027 under a prospective, retrospective or a modified approach. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Company's financial condition, results of operations or cash flows.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements . This ASU clarifies the applicability of Topic 270, as well as the form and content of interim financial statements, provides a comprehensive list of required interim disclosures and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, under a prospective or retrospective approach. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Company's financial condition, results of operations or cash flows.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements . This ASU contains amendments intended to correct errors in, clarify and make narrow-scope improvements to various Codification topics, including the calculation of diluted earnings per share when a loss from continuing operations exists, and the permissible methods for accounting for treasury stock retirements, among other presentation and accounting policy topics. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those years. Adoption of this ASU is not expected to have a material impact on the Company's financial condition, results of operations or cash flows.

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Note 3: Regulatory Capital Requirements 2 changes

One of the Company's U.S. subsidiaries is registered as a broker-dealer and is subject to the applicable rules and regulations of the SEC, the Financial Industry Regulatory Authority ("FINRA") and the Commodity Futures Trading Commission ("CFTC"). These rules contain minimum net capital requirements, as defined in the applicable regulations. Certain of the Company's foreign subsidiaries are regulated by the Financial Conduct Authority ("FCA") in the U.K. or other foreign regulators and must maintain financial resources, as defined in the applicable regulations, in excess of the applicable financial resources requirement. As of June September 30, 2026, each of the Company's subsidiaries that are subject to these regulations had net capital or financial resources in excess of their minimum requirements. As of June September 30, 2026 , the Company's subsidiaries maintained aggregate net capital and financial resources of $ 647.9 670.3 million, which exceeded the required levels of $ 47.4 44.4 million by $ 600.5 625.9 million.

The Company's U.S. broker-dealer subsidiary is required to segregate funds in a special reserve bank account for the benefit of customers pursuant to Rule 15c3-3 of the Exchange Act. As of June September 30, 2026, this U.S. broker-dealer subsidiary had a balance of $ 49.4 49.7 million in its special reserve bank account. The U.S. broker-dealer subsidiary also maintained net capital that was $ 326.6 346.0 million in excess of the required level of $ 9.1 5.4 million.

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Note 4: Fair Value Measurements 1 change

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As of September 30, 2026

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Note 7: Goodwill and Intangible Assets 3 changes

Goodwill and intangible assets with indefinite lives were $ 283.7 million as of each of June September 30, 2026 and December 31, 2025.

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Amortization expense associated with identifiable intangible assets was $ 4.9 million and $ 5.5 million for each of the three months ended June September 30, 2026 and 2025 , respectively, and $ 9.9 14.8 million and $ 9.2 14.7 million for the six nine months ended June September 30, 2026 and 2025, respectively. Annual estimated total amortization expense is $ 19.6 million, $ 18.3 million, $ 16.7 million, $ 15.7 million and $ 11.1 million for the years ended December 31, 2026 through 2030, respectively.

MARKETAXESS HOLDINGS INC.

Note 8: Income Taxes 3 changes

MARKETAXESS HOLDINGS INC.

The Company's provision for income taxes includes U.S. federal, state and local, and foreign taxes. The provision for income taxes was $ 21.4 20.8 million and $ 26.2 25.4 million for the three months ended June September 30, 2026 and 2025, respectively and $ 47.2 68.0 million and $ 107.3 132.7 million for the six nine months ended June September 30, 2026 and 2025, respectively. The Company's effective tax rate was 23.9 27.8 % and 26.9 27.1 % for the three months ended June September 30, 2026 and 2025 , respectively, and 24.4 25.3 % and 55.4 46.2 % for the six nine months ended June September 30, 2026 and 2025, respectively. The Company's eff ective tax rate can vary from period to period depending on the geographic mix of our earnings, the tax impact of merger-related costs, changes in tax legislation and tax rates, changes in unrecognized tax benefits and the amount and timing of excess tax benefits related to stock-based payments, among other factors. The provision for income taxes includes favorable unfavorable adjustments related to unrecognized the tax benefits impact of merger-related costs of $ 1.1 1.8 million and $ 0.8 2.3 million for the three and six nine months ended June September 30, 2026, respectively. As of June 30, 2026, the Company's liability for unrecognized tax benefits was $ 10.1 million.

The Company or one of its subsidiaries files U.S. federal, state and foreign income tax returns. On August 18, 2026, the Company entered into a closing agreement with New York City regarding its tax liability for the 2015-2023 period. As a result, the Company is no longer subject to income tax examination by New York City for years before 2024. Generally, the Company is no longer subject to examinations by tax authorities for years prior to 2021.

Note 10: Earnings Per Share 4 changes

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Stock options and Full Value Awards totaling 442,179 330,610 shares and 152,256 133,720 shares for the three months ended June September 30, 2026 and 2025 , respectively, and 387,834 368,759 and 232,361 199,481 shares for the six nine months ended June September 30, 2026 and 2025 , respectively were excluded from the computation of diluted earnings per share because their effect would have been antidilutive. The computation of diluted shares can vary among periods due, in part, to the change in the average price of the Company's common stock.

Note 11: Credit Agreement and Short-term Financing 6 changes

Uncommitted Collateralized Agreements

In connection with their self-clearing operations, certain of the Company's U.S. and U.K. operating subsidiaries maintain agreements with a settlement bank to allow the subsidiaries to borrow in the aggregate of up to $ 500.0 million on an uncommitted basis, collateralized by eligible securities pledged by the subsidiaries to the settlement bank, subject to certain haircuts. Borrowings under these agreements will bear interest at a base rate per annum equal to 1.00 % plus the higher of (i) the upper range of the Federal Funds Rate, (ii) one-month SOFR plus an applicable margin or (iii) 0.25 %.

The Company incurred $ 0.1 million of interest expense on borrowings under such agreements during the six months ended June 30, 2026 . No interest expense was incurred under such agreements during the three months ended June 30, 2026 and the three and six months ended June 30, 2025. As of June 30, 2026 , the Company had no borrowings outstanding and up to $ 500.0 million in available uncommitted borrowing capacity under such agreements.

On February 4, 2026, the Company entered into an amended and restated three-year revolving credit facility (the "Credit Agreement") provided by a syndicate of lenders and JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent. The Credit Agreement provides for aggregate commitments totaling $ 750.0 million (the "Credit Facility"), consisting of a revolving credit facility, a $ 5.0 million letter of credit sub-limit for standby letters of credit and a $ 380.0 million sub-limit for swingline loans, and matures on February 2, 2029 , with the Company's option to request up to two additional 364-day extensions at the discretion of each lender and subject to customary conditions. Subject to satisfaction of certain specified conditions, the Company may upsize the Credit Facility by up to $ 375.0 million in total. The incremental facility is uncommitted, and it is possible that the Company may not be successful in obtaining such commitments from existing or new lenders in the amount desired or at all. The Credit Agreement requires that the Company satisfy certain covenants, including a requirement not to exceed a maximum consolidated total leverage ratio.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to an alternate base rate or the adjusted term SOFR rate, plus an applicable margin that varies with the Company's consolidated total leverage ratio. During the six nine months ended June September 30, 2026, the Company repaid $ 108.0 128.0 million of borrowings under the Credit Agreement. Additionally, the Company incurred $ 1.7 1.2 million and $ 4.4 5.6 million of interest expense during the three and six nine months ended June September 30, 2026 and had no repayments and incurred no interest expense during under the Credit Agreement for the three and six nine months ended June September 30, 2025.

As of June September 30, 2026 , the Company had $ 112.0 92.0 million of borrowings and $ 0.1 million in letters of credit outstanding and $ 637.9 657.9 million in available borrowing capacity under the Credit Agreement.

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Note 12: Leases 8 changes

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Six Months Ended June 30,

The following table presents the components of operating lease expense for the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

Nine Months Ended September 30,

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The following table presents the maturity of lease liabilities as of June 30, 2026:

Total lease payments

Less: imputed interest

Present value of lease liabilities

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Note 13: Commitments and Contingencies 2 changes

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Based on currently available information, the outcome of the Company's outstanding matters is not expected to have a material adverse impact on the Company's financial position. It is not presently possible to determine the ultimate exposure to these matters, and there is no assurance that the resolution of the outstanding matters will not significantly exceed any reserves accrued by the Company. See Note 17 for a discussion of litigation and stockholder demands related to the pending Merger.

The Company, through certain of its subsidiaries, executes securities transactions between its institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades. The Company's operating subsidiaries settle such transactions pursuant to their self-clearing operations or through the use of third-party clearing brokers or settlement agents. Settlement typically occurs within one to two trading days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. Under both the self-clearing and the third-party clearing models, the Company may be exposed to credit risk in the event a counterparty does not fulfill its obligation to complete a transaction or if there is an error in executing a matched principal transaction. Pursuant to the terms of the securities clearing agreements, each third-party clearing broker has the right to charge the Company for any losses they suffer resulting from a counterparty's failure on any of the Company's trades. The Company did not record any liabilities or losses with regard to counterparty failures for the six nine months ended June September 30, 2026 and 2025. respectively.

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Note 14: Share Repurchase Programs 4 changes

On December 9, 2025, the Company entered into an accelerated stock repurchase agreement (the "ASR") with JPMorgan for $ 300.0 million. Final settlement of the ASR occurred on February 4, 2026. The 2024 Repurchase Program was exhausted by the ASR.

As of June 30, 2026 , the Company had $ 205.0 million of remaining capacity under the 2025 Repurchase Program.

In August 2024, the Board of Directors of the Company (the "Board") authorized a share repurchase program for up to $ 200.0 million (the "2024 Repurchase Program"). In December 2025, the Board authorized a share repurchase program for up to an additional $ 400.0 million (the "2025 Repurchase Program" and, together with the 2024 Repurchase Program, the "Repurchase Programs"). The Repurchase Programs do not have an expiration date. During the six nine months ended June September 30, 2026, the Company repurchased 359,782 shares of common stock under the Repurchase Programs at a cost of $ 60.0 million. Shares repurchased under the Repurchase Programs will be held in treasury for future use.

MARKETAXESS HOLDINGS INC.

Note 15: Segment and Geographic Information 5 changes

1 unchanged paragraph

The accounting policies of the Company's reportable segment are the same as those described in the summary of significant accounting policies. The Company's chief operating decision maker ("CODM") assesses performance of the Company overall and decides how to allocate resources based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Statements of Financial Condition as total assets. The Company's CODM is its Chief Executive Officer . The CODM uses net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Company's end-to-end trading solutions or into other areas, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The significant segment expenses and net income reviewed by the CODM conform to the presentation of such items in the Consolidated Statements of Operations.

For the three and nine months ended September 30, 2026 and 2025 , the U.K. was the only individual foreign country in which the Company had operations that accounted for 10.0 % or more of total revenues. No individual foreign country in which the Company had operations accounted for 10 % or more of long-lived assets. Revenues and long-lived assets are attributed to a geographic area based on the location of the client trading activity and receipt of services. Long-lived assets are defined as furniture, equipment, leasehold improvements and capitalized software. Revenues for the three and nine months ended September 30, 2026 and 2025, and long-lived assets as of September 30, 2026 and December 31, 2025 were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Long-lived assets, as defined

1 unchanged paragraph

Note 17: Subsequent Events 4 changes

On July 29, 2026, the Company entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Intercontinental Exchange, Inc., a Delaware corporation ("Parent"), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Under the terms of the Merger Agreement, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Sub or their subsidiaries, shares held as treasury stock by the Company or its subsidiaries, and shares held by stockholders who have properly exercised appraisal rights under Delaware law) will be converted into the right to receive $ 167.00 per share in cash, without interest. The Merger was unanimously approved by the Board. Consummation of the Merger is subject to customary closing conditions, including adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company's common stock and the receipt of required regulatory approvals. Upon completion of the Merger, it is expected that shares of the Company's common stock will no longer be listed on the Nasdaq Global Select Market.

Between October 6, 2026 and October 15, 2026, three complaints were filed in New York state courts by purported stockholders of the Company in connection with the Merger. As of October 23, 2026, the Company had also received fifteen demand letters from purported stockholders in connection with the Merger, as well as one stockholder request for Company books and records pursuant to 8 Del. C. § 220. The complaints and demand letters variously allege that the Company's preliminary or definitive proxy statement relating to the Merger omitted material information, and the complaints seek, among other things, to enjoin the consummation of the Merger until additional disclosure is made. One of the complaints also asserts claims for breach of fiduciary duty against the Company's directors and a claim for aiding and abetting against Parent. The Company believes the claims are without merit and that no supplemental disclosures were required under applicable law. However, to avoid the risk that the litigation and demands could delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, the Company, without admitting any liability or wrongdoing, voluntarily filed supplemental disclosures on a Current Report on Form 8-K on October 23, 2026. Additional lawsuits may be filed and additional demand letters may be received in connection with the Merger. The Company does not expect the resolution of these matters to have a material impact on its consolidated financial statements.

On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period applicable to the Merger under the HSR Act. On October 29, 2026, at a special meeting of the Company's stockholders, the MarketAxess stockholders approved the adoption of the Merger Agreement.

Consummation of the Merger remains subject to the receipt of required regulatory approvals and the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement. Upon completion of the Merger, shares of the Company's common stock will no longer be listed on the Nasdaq Global Select Market. The Merger is currently anticipated to close during the first quarter of 2027.

Forward-looking statements 187 changes

This report contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "will," "could," "may," or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we undertake no obligation to revise or update any forward-looking statements contained in this report, except to the extent required by applicable law. Our Company's policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. Actual future events or results may differ, perhaps materially from those contained in the projections or forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section captioned Part II, Item 1A, "Risk Factors," and in our Form 10-K for the year ended December 31, 2025, including in Part I, Item 1A, "Risk Factors" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our Form 10-Q for the quarter ended June 30, 2026 in Part II, Item 1A "Risk Factors."

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ICE Merger Agreement

On July 29, 2026, MarketAxess entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Sub or their subsidiaries, shares held as treasury stock by the Company or its subsidiaries, and shares held by stockholders who have properly exercised appraisal rights under Delaware law) will be converted into the right to receive $167.00 per share in cash, without interest thereon. The Merger was unanimously approved by the Board. On October 21, 2026, the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under the HSR Act applicable to the Merger. At a special meeting of the Company's stockholders held on October 29, 2026, MarketAxess stockholders approved the adoption of the Merger Agreement. Consummation of the Merger remains subject to other customary closing conditions, including the receipt of required regulatory approvals and the satisfaction or waiver of the other closing conditions in the Merger Agreement. Upon completion of the Merger, shares of the Company's common stock will no longer be listed on the Nasdaq Global Select Market. The Merger is currently anticipated to close in the first quarter of 2027.

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The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may impact trading volume. These factors could have a material adverse or positive effect on our business, financial condition and results of operations. These factors include, among others, fixed-income market conditions, the current interest rate environment, including the volatility of interest rates and investors' forecasts of future interest rates, the duration of U.S. high grade bonds traded, economic and political conditions in the United States, Europe and elsewhere, including recent and potential future changes in tariffs, international trade agreements or trade policies, and the consolidation or contraction of our broker-dealer and institutional investor clients. In the first six nine months of 2026, the market backdrop for the Company reflected increases in estimated market volumes in most of the Company's our key markets compared to the prior year, due, in part, to periods of event-driven volatility and elevated primary issuance.

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We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our Credit Agreement, will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months. We ended the quarter with $637.9 $657.9 million in available borrowing capacity under our Credit Agreement and capital significantly in excess of our regulatory requirements.

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Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause us to incur additional expense. The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in the enactment and enforcement of new laws and regulations that apply to our business. The SEC adopted final rules regarding the central clearing of certain secondary market transactions involving U.S. Treasury securities, which are currently set to become effective for certain cash market transactions on December 31, 2026. Once effective, this central clearing mandate will impact certain of our participants who do not centrally clear such trades today. These reforms may also change how our clients trade and where they clear when using our platforms to trade U.S. Treasury securities. While we expect this change will increase our own platform efficiency, it could also negatively affect trading activity and liquidity In the markets in which we operate and the full impact of this change is still unknown at this time. In July 2026, the SEC approved a proposed rule submitted by FINRA rule change that will require member firms to identify and flag suppress public dissemination of certain affiliate back-to-back trade reports in TRACE, (as defined below). FINRA has stated that it will not implement these requirements without providing firms with at least 12 months prior notice of the implementation date, but that it will permit firms to comply with these requirements on a voluntary basis prior to the mandatory implementation date. When fully implemented, the compliance beginning in August 2027. This rule will is expected to suppress qualifying affiliate principal transactions from reported monthly TRACE volumes and could is expected to affect the Company's estimated market share for U.S. high-grade, U.S. high-yield and U.S. Treasury products. It remains unknown to what extent new legislation will be passed into law or whether other pending or new regulatory proposals will be adopted, abandoned or modified, or what effect such passage, adoption, abandonment or modification will have, whether positive or negative, on our industry, our clients or us.

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As further described under "— Critical Factors Affecting our Industry and our Company — Economic, Political and Market Factors," and "— Results of Operations — Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025," and "— Results of Operations — Six Nine Months Ended June September 30, 2026 Compared to Six Nine Months Ended June September 30, 2025," our credit trading volumes increased and our average credit variable transaction fee per million decreased compared to the three and six nine months ended June September 30, 2025.

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Professional and Consulting Fees. Professional and consulting fees consist primarily of accounting fees, legal fees and fees paid to information technology and other consultants for services provided for the maintenance of our trading platforms, information and post-trade services products and other services, and other business initiatives, including activities related to the pending Merger.

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Expenses may continue to grow in the future, notably in employee compensation and benefits as we increase headcount to support investment in new products, operational support and geographic expansion, depreciation and amortization due to increased investment in new products and enhancements to our trading platforms, and technology and communication costs. Expenses may also grow due to increased regulatory complexity, acquisitions or the continued effects of inflation. During the pendency of the Merger, our ability to increase headcount, make acquisitions and undertake certain other investments is subject to the restrictions in the Merger Agreement.

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Stock-based compensation

Stock-based and other employee compensation

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In 2024, 2025 and 2026, the PSUs were granted to the executive officers and certain senior managers. Each PSU is earned or forfeited based on our level of achievement of certain predetermined metrics, including pre-tax adjusted operating margin, U.S. credit market share and revenue growth excluding U.S. credit. The vested share payout ranges from zero to 200% of the PSU target. The number of PSUs that vest, if any, is determined by the level of achievement of the performance metrics during the three-year performance periods, as certified by the Compensation and Talent Committee following the conclusion of the performance period. In addition, participants must provide continued service through the vesting date, subject to death, disability and qualified retirement exceptions, as applicable. Compensation expense for the PSUs is measured using the fair value of our stock at the grant date and estimates of future performance and actual share payouts. Each period, we make estimates of the current expected share payouts and adjust the life-to-date compensation expense recognized since the grant date. As of June September 30, 2026, a 10.0% change in the expected final share payouts would increase or decrease the total value of the awards by $1.7 million. The estimated final share payouts for the 2024 and 2025 awards as of June September 30, 2026 decreased 15.2% 16.4% compared to December 31, 2025. See Note 9 for a discussion of the Company's stock-based compensation expense.

In connection with the pending Merger, the Company established a retention bonus program for certain employees. The Company accounts for the program as compensation for employee services and recognizes expense over the estimated requisite service period. For the three and nine months ended September 30, 2026, the Company recognized compensation expense of $3.6 million related to the retention bonus program. A change in the estimate could result in a material acceleration or deferral of compensation expense in future periods. See Note 9 for a discussion of our stock-based and other employee compensation plans.

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Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. As a result of the annual assessment performed, we determined that it was more likely than not that the estimated fair value of goodwill exceeded its carrying value. Therefore, we determined that goodwill was not impaired and that a quantitative goodwill test was not required.

Identifiable intangible assets are tested for impairment annually, or sooner when events or changes in circumstances suggest that an asset's or asset group's carrying value may not be fully recoverable. Judgment is required to evaluate whether indications of potential impairment have occurred, and to test identifiable intangible assets for impairment, if required. An impairment is recognized if the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value. During the six nine months ended June September 30, 2026, there were no events or changes in circumstances that suggested our intangible assets' carrying values exceeded their fair values, and as such, no impairment charges were recorded.

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Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025

The following table summarizes our financial results for the three months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

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Changes in average foreign currency exchange rates compared to the U.S. dollar had no significant impact on revenues and expenses for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025.

Our revenues for the three months ended June September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Commissions. Our commission revenues for the three months ended June September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Our trading volumes for the three months ended June 30, 2026 and 2025 were as follows:

Credit variable transaction fees decreased by $8.6 $4.4 million, primarily driven by a 6.5% 9.3% decrease in total credit average variable transaction fee per million, partially offset by a 0.6% 7.0% increase in trading volume. Rates variable transaction fees remained flat, mainly increased by $2.3 million, primarily driven by a 23.1% 16.2% increase in total rates average variable transaction fee per million, offset by an 18.6% decrease and a 16.1% increase in rates trading volume. Other variable transaction fees include equities and foreign exchange commissions, and beginning in May 2025, derivative and ETF commissions earned by RFQ-hub. Other variable transaction fees increased by $1.2 million, mainly due to higher trading volumes.

Beginning with the release of our January 2026 trading volume statistics, we revised certain aspects of our reporting methodology for estimated market share to provide a more comprehensive view of platform activity and enhance comparability with industry peers. We now present estimated market share for U.S. high-grade and U.S. high-yield on an all-in basis, which includes single-dealer portfolio trades ("SD PT"), and no longer report estimated market share excluding SD PT. The trading volume tables below present U.S. high-grade and U.S. high-yield volumes both including and excluding SD PT. Total credit trading and total trading volumes, and the credit average variable transaction fee per million, exclude SD PT. Our trading volumes for the three months ended September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

Trading volume data *

High-grade (excl. SD PT)

High-grade (incl. SD PT)

High-yield (excl. SD PT)

High-yield (incl. SD PT)

Total credit trading (excl. SD PT)

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Total trading volume

Total trading (excl. SD PT)

Number of U.S. Trading Days 2

Number of U.K. Trading Days 3

1 "Other credit" includes municipal bonds, leveraged loans, convertible bonds and structured products.

2 The number of U.S. trading days is based on the SIFMA holiday recommendation calendar.

3 The number of U.K. trading days is based on the U.K. Bank holiday schedule.

* Consistent with FINRA TRACE reporting standards, both sides of trades are included in the Company's reported volumes when the Company executes trades on a matched principal basis between two counterparties. Consistent with industry standards, U.S. government bond trades are single-counted.

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The 4.2% decrease in Our U.S. high-grade volume, was principally due to a decrease in our estimated market share. Estimated U.S. high-grade market volume as reported by the FINRA Trade Reporting and Compliance Engine ("TRACE") increased by 13.2% to $2.8 trillion for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Our estimated market share of total U.S. high-grade corporate bond volume decreased to 17.5% including single-dealer portfolio trades SD PT, for the three months ended June 30, 2026 from 19.8% for the three months ended June 30, 2025. Our U.S. high-yield volume decreased by 7.8% increased 10.9%, primarily due to a decrease an increase in estimated market volumes and volume growth from strategic initiatives, partially offset by an increase a decrease in our estimated market share. Our estimated market share of total U.S. high-yield corporate bond volume increased to 14.1%, including SD PT, for the three months ended June 30, 2026 from 13.2% for the three months ended June 30, 2025. Market share estimates are presented including single-dealer portfolio trading activity to align with our monthly high-grade volume, press releases. excluding SD PT, increased 8.6%. Our estimated market share of total U.S. high-grade corporate bond volume, including SD PT, decreased to 16.4% 17.4% for the three months ended June September 30, 2026 from 19.4% 18.3% for the three months ended June September 30, 2025. Excluding SD PT, our Estimated market share of total U.S. high-yield corporate bond high-grade market volume, decreased as reported by the FINRA Trade Reporting and Compliance Engine ("TRACE"), increased 16.6% to 12.1% $2.8 trillion for the three months ended June September 30, 2026 from 12.7% for compared to the three months ended June September 30, 2025.

Our U.S. high-yield volume, including SD PT, increased 8.7%, primarily due to an increase in estimated market volumes and volume growth from strategic initiatives, as well as an increase in our estimated market share. Our U.S. high-yield volume, excluding SD PT, increased 9.0%. Our estimated market share of U.S. high-yield corporate bond volume, including SD PT, increased to 14.6% for the three months ended September 30, 2026 from 13.7% for the three months ended September 30, 2025. Estimated U.S. high-yield market volume, as reported by TRACE, increased 1.9% to $740 billion for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Emerging markets and eurobond volumes increased by 12.0% 4.9% and 2.3%, 1.5%, respectively. Other credit volumes increased 1.9%, 18.2%, mainly due to an increase in estimated municipal bond market volumes and estimated market share. Rates trading volume decreased 18.6%, increased 16.1%, primarily due to a decrease an increase in estimated market share. volumes.

Our average variable transaction fee per million for the three months ended June September 30, 2026 and 2025 was and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Credit average variable transaction fee per million decreased by 6.5% 9.3% to $129 $127 per million for the three months ended June September 30, 2026, mainly due to protocol and product mix, as well as lower duration of bonds traded in U.S. high grade.

Information Services. Information services revenue increased by $3.0 $1.4 million for the three months ended June September 30, 2026 primarily due to net new contract revenue.

Post-Trade Services. Post-trade services revenue increased by $0.5 $0.2 million for the three months ended June September 30, 2026 mainly due to net new contract revenue.

Technology Services . Technology services revenue increased by $0.3 million for the three months ended June September 30, 2026 largely driven by higher license revenue growth in broker execution and connectivity port fees. reflecting the inclusion of RFQ-hub.

The following table summarizes our expenses for the three months ended June September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Employee compensation and benefits decreased by $3.1 million, primarily due to lower severance costs and bonus accruals.

Depreciation and amortization increased by $0.1 million, primarily due to higher amortization of internally-developed software costs and higher amortization of intangibles.

Professional and consulting fees increased by $0.8 million, primarily due to higher legal expenses, partially offset by cost-savings initiatives.

Marketing and advertising expenses increased by $0.5 million, primarily due to an increase in advertising expense and timing of sales-related events.

Employee compensation and benefits increased by $3.4 million, primarily due to retention bonus expense in connection with the pending Merger.

Technology and communications expenses increased by $2.1 million, primarily due to investments in software, artificial intelligence tools, and cloud hosting costs.

Professional and consulting fees increased by $7.3 million, primarily driven by higher legal and consulting expenses incurred in connection with the pending Merger.

Marketing and advertising expenses decreased by $0.2 million, primarily due to lower advertising spend and timing of events.

Occupancy Clearing costs increased by $0.2 $0.3 million, primarily due to higher office management and facilities expense. trading volumes.

General and administrative expenses increased by $0.4 million, primarily due to higher allowance for doubtful accounts increased regulatory and relocation administrative costs incurred in connection with the pending Merger, partially offset by reduced travel costs.

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Our other income (expense) for the three months ended June September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Other, net decreased by $2.5 million, primarily driven by foreign currency transaction losses in the current period compared to foreign currency transaction gains in the prior period.

Interest income decreased by $1.2 million, mainly driven by lower average cash balances. and lower yields due to central bank rate cuts.

Interest expense increased by $1.7 $1.3 million, primarily due to borrowings on the Company's credit facility along with cash on hand, to fund the ASR.

Other, net decreased by $5.1 million, primarily reflecting the absence of the tax credit received in the prior year, along with higher foreign currency transaction losses in the current period.

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The provision for income taxes and effective tax rate for the three months ended June September 30, 2026 and 2025 and the resulting dollar and percentage changes, were as follows:

Three Months Ended June September 30,

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Six Months Ended June 30,

Our consolidated effective tax rate can vary from period to period depending on the geographic mix of our earnings, provisions for unrecognized tax benefits, the tax impact of merger-related costs, changes in tax legislation and tax rates, and the amount and timing of excess tax benefits or detriments related to share-based stock-based payments, among other factors. The decrease increase in the effective tax rate for the three months ended June September 30, 2026 is primarily due as compared to a benefit recognized from the remeasurement of reserves for uncertain effective tax positions related to prior periods, compared with accruals rate for unrecognized tax benefits recognized during the three months ended June September 30, 2025 is primarily due to the tax impact of merger-related costs.

Six Nine Months Ended June September 30, 2026 Compared to Six Nine Months Ended June September 30, 2025

The following table summarizes our financial results for the six nine months ended June September 30, 2026 and 2025:

Nine Months Ended September 30,

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Six Months Ended June 30,

Changes in average foreign currency exchange rates compared to the U.S. dollar had the effect of increasing revenues and expenses by $4.1 $4.3 million and $3.0 $4.1 million, respectively, for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025.

Our revenues for the six nine months ended June September 30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Nine Months Ended September 30,

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Six Months Ended June 30,

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and 107 more changes in the filing

Controls and procedures 2 changes

(a) Evaluation of Disclosure Controls and Procedures. Our management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our "disclosure controls and procedures," as that term is defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of June September 30, 2026. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by MarketAxess in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to ensure that information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended June September 30, 2026 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and the Chief Financial Officer, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 10 changes

In the normal course of business, we and our subsidiaries included in the consolidated financial statements may be involved in various lawsuits, proceedings and regulatory examinations. We assess liabilities and contingencies in connection with outstanding legal proceedings, if any, utilizing the latest information available. Based on currently available information, the outcome of our outstanding matters is not expected to have a material adverse impact on our financial position. It is not presently possible to determine our ultimate exposure to these matters and there is no assurance that the resolution of the outstanding matters will not significantly exceed any reserves accrued by us. See Note 13 to the Consolidated Financial Statements for a discussion of our commitments and contingencies and Note 17 to the Consolidated Financial Statements for a discussion of litigation and stockholder demands related to the pending Merger.

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Risks Related to the Pending Merger

We are subject to a number of risks and uncertainties as a result of the Merger, including the following:

• The Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); approval of the Merger Agreement by the affirmative vote of the holder of a majority of the outstanding shares entitled to vote thereon ("Company Stockholder Approval"); and the absence of any law or order prohibiting the transaction. There can be no assurance that these conditions will be satisfied in a timely manner or at all, or that any required regulatory approvals will not contain terms or conditions that are adverse to our business. If the Merger is not completed, we may experience negative impacts, including the diversion of management attention, potential employee attrition, substantial costs incurred in connection with the transaction (including financial advisory, legal, accounting and other professional services fees that have already been incurred or will continue to be incurred), reputational harm and negative perceptions among investors, customers and business partners, without realizing the anticipated benefits of the Merger. In addition, our stock price may decline to the extent that the current market price reflects a market assumption about the likelihood and timing of the Merger.

• The pendency of the Merger could adversely affect our business and operations. Uncertainty about the effect of the Merger on employees, customers, suppliers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the Merger, which could lead to attrition or difficulty in attracting and retaining key executives and other employees. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent's consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

• The Merger Agreement contains provisions that limit our ability to pursue alternatives. Under the Merger Agreement, the Company is bound by a "no-shop" provision that restricts our ability to solicit, initiate or knowingly take any action to facilitate or encourage any competing acquisition proposals. While these restrictions are subject to the Board's right, pursuant to the terms of the Merger Agreement, to engage in discussions or negotiations regarding an unsolicited acquisition proposal that is or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement), these restrictions could limit our ability to pursue potentially more favorable transactions and may discourage other parties from making competing offers.

• We may be required to pay a termination fee under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, including if we terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal, the Company will be required to pay to Parent a termination fee of $148.8 million. This obligation could discourage alternative transactions that might otherwise be favorable to our stockholders.

• Litigation relating to the Merger could result in significant costs and delay completion. We may be subject to lawsuits related to the Merger Agreement and the proposed transaction. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the Merger.

• If the Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock. Upon completion of the Merger, our stockholders will receive the consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.

Except as discussed below, disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, there have been no material changes in our risk factors from those disclosed in our most recent Form 10-K for the year ended December 31, 2025. For a discussion of the risk factors affecting the Company, see "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K and "Risks Related to the Pending Merger" in Part II, Item 1A of our Form 10-Q for the quarter ended June 30, 2026.

Unregistered sales of stock 4 changes

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During the quarter ended June September 30, 2026, we repurchased the following shares of common stock:

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During the three months ended June 30, 2026, we repurchased 3,000 shares of common stock. The repurchases included no shares repurchased in connection with our Repurchase Programs and 3,000 shares surrendered by employees to satisfy the withholding tax obligations upon the vesting of Full Value Awards and upon the exercise of stock options.

During the three months ended September 30, 2026, 1,012 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of Full Value Awards or the exercise of stock options. The Merger Agreement restricts the Company from repurchasing shares of its common stock during the pendency of the Merger, subject to limited exceptions. During the three months ended September 30, 2026, no shares of common stock were repurchased under our Repurchase Programs.

1 unchanged paragraph

As of June September 30, 2026, we had $205.0 million of remaining capacity under the 2025 Repurchase Program.

Defaults on senior securities 1 change

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In the second third quarter of 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

Exhibits 8 changes

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Offer Letter, dated February 16, 2026, by and between MarketAxess Corporation and William Quan.#+

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The cover page from the Company's Quarterly report on Form 10-Q for the quarter ended June September 30, 2026 has been formatted in Inline XBRL and is included in Exhibits 101.

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Management contract or compensatory plan or arrangement.

Certain confidential information, identified by bracketed asterisks "[*****]" has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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Date: August 7, 2026

Date: November 6, 2026

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Date: August 7, 2026

Date: November 6, 2026

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