[8-K] Cboe Global Markets, Inc. Reports Material Event

Rhea-AI Filing Summary

Cboe Global Markets, Inc. (CBOE) filed an 8-K to disclose that on 24 June 2025 it executed an Amendment and Restatement Agreement (A&R) covering the revolving credit facility of its wholly-owned clearing subsidiary, Cboe Clear Europe N.V. The agreement becomes effective 27 June 2025.

Key terms unchanged: (1) the base commitment remains €1.2 billion; (2) the accordion feature still permits expansion to €1.7 billion. Key change: the maturity has been extended one year to 26 June 2026. Other amendments mainly embed updates to laws and regulations. Cboe continues to act as guarantor, while Bank of America Europe DAC stays coordinator/agent and Citibank N.A. London Branch remains security agent.

The filing creates or continues a direct financial obligation for the parent, ensuring ready liquidity for the European clearinghouse and supporting growth in pan-European cash-equity and derivatives volumes. No pricing, covenant or fee changes were disclosed, and overall borrowing capacity and guarantee exposure are unaltered.

Investor takeaway: the 12-month tenor extension secures a large back-stop liquidity line, mitigating counterparty and settlement risk in Cboe’s European operations, but does not materially alter leverage, cash flows or shareholder value in the near term.

Positive

• Extension of facility maturity to 26 June 2026 secures committed liquidity for an additional year, reducing refinancing risk.
• Large standby capacity unchanged at €1.2 bn (expandable to €1.7 bn), ensuring ample support for Cboe Clear Europe’s margin and settlement obligations.

Negative

• Continuation of parent guarantee preserves potential contingent liability of up to €1.7 bn on Cboe’s balance sheet.
• Annual renewal cycle means refinancing discussions will recur in 2026, offering limited long-term visibility.

Insights

Financial Analyst

TL;DR: Facility term extended to 2026; €1.2-1.7 bn liquidity preserved—modestly positive for risk management, neutral for earnings.

The extension locks in a sizeable standby facility for another year without increasing commitments, signalling that lenders remain comfortable with Cboe’s credit profile. It strengthens the clearing subsidiary’s liquidity buffers, which is vital given rising European equity volumes and potential market-stress margin calls. Because capacity, pricing and covenants were not changed, the amendment should have minimal earnings impact. It marginally lowers refinancing risk, a credit positive, but does not drive valuation catalysts such as revenue growth or buybacks. Overall, the news is a small positive that reinforces operational stability.

Risk Analyst

TL;DR: Obligations roll forward; leverage unchanged; credit risk steady—impact essentially neutral.

By maintaining the same commitment levels, Cboe retains contingent exposure up to €1.7 bn, backed by a parent guarantee. The one-year renewal continues the pattern of annual extensions, so there is no structural shift in funding profile. Absence of disclosed pricing could mask modest cost increases, but these are unlikely material given Cboe’s strong BBB+/A-level ratings. Regulatory updates incorporated should keep the facility compliant with evolving EU clearing rules, limiting legal risk. From a risk-reward perspective, the amendment neither heightens nor markedly reduces financial risk, resulting in a neutral assessment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2025

Cboe Global Markets, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-34774	20-5446972
(Commission File Number)	(IRS Employer Identification No.)

433 West Van Buren Street

Chicago, Illinois 60607

(Address and Zip Code of Principal Executive Offices)

Registrant's telephone number, including area code (312) 786-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value of $0.01 per share		CBOE		CboeBZX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 24, 2025, Cboe Global Markets, Inc. (the “Company”), as guarantor, entered into an Amendment and Restatement Agreement (the “A&R Agreement”) (to be effective as of June 27, 2025) with Cboe Clear Europe N.V. (formerly known as European Central Counterparty N.V., “Cboe Clear Europe”), as borrower, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent, and Citibank N.A., London Branch, as security agent, in order to amend and restate the Cboe Clear Europe credit facility, originally dated as of July 1, 2020, by and among the same parties (as previously amended and restated by way of an amendment and restatement agreement dated July 1, 2021, June 30, 2022, June 29, 2023 and June 25, 2024 (effective as of June 28, 2024), respectively, and, as further amended and restated, the “Facility Agreement”).

The A&R Agreement makes certain changes to the Facility Agreement, including without limitation, the following:

· Extended the term of the Facility Agreement until June 26, 2026;

· Maintained the aggregate commitment under the Facility Agreement at Euro 1.2 billion;

· Maintained the aggregate commitment under the Facility Agreement, after the accordion increase, at Euro 1.7 billion; and

· Modified certain other provisions to incorporate updates in applicable laws and regulations.

The Company’s obligations under the Facility Agreement shall continue in full force and effect as set forth in the A&R Agreement.

Certain of the lenders under the Facility Agreement and their affiliates (1) have provided, and may in the future provide, investment banking, underwriting, trust or other advisory or commercial services to the Company and its subsidiaries and affiliates or (2) are the Company's and its subsidiaries’ and affiliates’ customers, including trading permit holders, trading privilege holders, participants or members, and may engage in trading activities on Company markets.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement which is filed to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit  Number	Description
10.1	Amendment and Restatement Agreement, dated June 24, 2025 (to be effective as of June 27, 2025), by and among Cboe Clear Europe N.V., as borrower, Cboe Global Markets, Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent, and Citibank N.A., London Branch, as security agent, relating to a Facility Agreement originally dated July 1, 2020, by and among the same parties (as previously amended and restated by way of an amendment and restatement agreement dated July 1, 2021, June 30, 2022, June 29, 2023 and June 25, 2024 (effective as of June 28, 2024), respectively, and as further amended and restated).
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBOE GLOBAL MARKETS, INC.
By:	/s/ Jill M. Griebenow
	Jill M. Griebenow
	Executive Vice President and Chief Financial Officer
Dated: June 27, 2025

FAQ

What did Cboe Global Markets (CBOE) announce in its 8-K?

It signed an Amendment & Restatement Agreement extending Cboe Clear Europe’s credit facility to 26 June 2026 with commitments of €1.2–1.7 bn.

Does the amendment increase CBOE’s borrowing capacity?

No. Base and accordion limits remain €1.2 bn and €1.7 bn respectively; only the maturity date changed.

Is this a new debt or a continuation of an existing facility?

It is a continuation; the facility was originally signed 1 July 2020 and has been amended annually.

How does the amendment affect Cboe’s financial risk?

The guarantee exposure is unchanged, so leverage metrics stay the same while liquidity coverage improves slightly through the extended term.

Who are the key counterparties in the credit facility?

Bank of America Europe DAC acts as coordinator and facility agent; Citibank N.A. London Branch is the security agent.