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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):
September 28, 2026
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 September 28, 2026 (the
“Effective Date”), Cboe Exchange, Inc. (“Cboe”), a subsidiary of Cboe Global Markets, Inc. (the “Company”),
entered into a Master License Agreement (the “MLA”) and a certain Order No. 1-1 (“Order 1”) and Order No. 2-1
entered into thereunder (“Order 2” and, together with the MLA and Order 1, the “Agreement”) with S&P Opco,
LLC and certain of its affiliates (collectively, “S&P”), pursuant to which the parties have agreed to extend, supersede,
continue, expand and replace certain rights, licenses and obligations of each party presently provided for pursuant to the Restated License
Agreement, dated November 1, 1994, between Cboe and S&P Dow Jones Indices LLC (as amended). The Agreement shall be effective from
the Effective Date until December 31, 2051.
In consideration for certain
updated license fees (which shall take effect from January 1, 2027) to be calculated on a per-contract basis, the Agreement provides for
the extension of the grant of (a) certain rights and licenses from S&P to Cboe and its affiliates to exclusively use the S&P 500
index and certain S&P marks set forth in Order 1 to (i) create, issue, list, trade, clear and settle standardized option contracts
on Cboe’s markets in the United States and (ii) market and promote such standardized option contracts, and (b) certain cross-licenses
and other rights from each party to the other party in and to certain intellectual property to derive, maintain, publish, calculate and
disseminate certain Volatility Indices, BuyWrite Indices and Variance Indicators set forth in Order 2, including, in the case of Cboe,
in connection with the creation, issuing, listing, trading, clearing and settling of standardized option contracts and other financial
products.
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the MLA, Order 1 and Order 2, which are filed with this
Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 7.01. REGULATION FD
DISCLOSURE.
On September 29, 2026, the
Company and S&P Dow Jones Indices LLC issued a joint press release, and the Company individually issued a press release, in connection
with the entry into of the Agreement described in Item 1.01 of this Current Report on Form 8-K. Copies of the press releases are attached
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and are not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 +* |
|
Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC (and, solely for purposes
of Section 13.4 thereof, S&P Dow Jones Indices LLC and DJI Opco, LLC) |
| |
|
|
| 10.2 +* |
|
Order No. 1-1 to the Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC |
| |
|
|
| 10.3 + |
|
Order No. 2-1 to the Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC |
| |
|
|
| 99.1 |
|
Press Release issued by Cboe Global Markets, Inc. on September 29, 2026 |
| |
|
|
| 99.2 |
|
Press Release issued by Cboe Global Markets, Inc. and S&P Dow Jones Indices LLC on September 29, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)
of Regulation S-K because they both (i) are not material and (ii) contain the type of information that the Company customarily and actually
treats as private or confidential. Such omitted information is indicated by brackets with three asterisks “[***]” in this
exhibit.
* Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Such omitted information is indicated by brackets with one asterisk “[*]”
in this exhibit.
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: September 29, 2026
Exhibit 99.1

MEDIA RELEASE
Cboe Provides
Additional Details Relating to Anticipated Financial Impacts of S&P DJI Licensing Agreement Extension
CHICAGO –
September 29, 2026 – Cboe Global Markets, Inc. (Cboe: CBOE), a leading global markets operator and pioneer in equity
and index derivatives, announced earlier today it has signed a 25-year extension of its exclusive licensing agreement with S&P Dow
Jones Indices (“S&P DJI”), continuing their longstanding collaboration through 2051. See the press release here.
In connection with
this announcement, Cboe is providing additional details regarding the anticipated financial impacts of the agreement.
Under the extended
agreement, there will be no impact on the 2026 royalty fee terms; the updated royalty fee terms will begin in 2027. Cboe estimates the
2027 royalty fee terms will have a de minimis impact on Cboe's 2027 net revenue growth when considered against organic and ecosystem-driven
volume growth, pricing optimization opportunities, and continued business execution. Cboe believes the extended contract, as structured,
positions Cboe for growth, with future royalty fee adjustments smaller than the 2027 reset. Cboe will provide more specific 2027 organic
total net revenue guidance in February with its fourth quarter earnings.
Additional information
will be reported in a current report on Form 8-K filing with the SEC and posted on Cboe’s IR website at https://ir.cboe.com.
***
About Cboe Global
Markets
Cboe Global Markets
(Cboe: CBOE) is a leading global markets operator with a long history of innovation in equity and index derivatives. Since launching
the world’s first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P
500® index options and the creation of the VIX® Index, the world's leading gauge of market volatility, reshaping how investors
manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment
solutions for customers worldwide. To learn more, visit www.cboe.com.

| Cboe
Media Contacts |
|
Cboe
Analyst Contact |
| |
|
|
Angela Tu +1-646-856-8734
atu@cboe.com |
Tim Cave +44 (0) 7593-506-719
tcave@cboe.com |
|
Kenneth Hill, CFA +1-312-786-7559
khill@cboe.com |
CBOE-C
CBOE-OE
Cboe®,
Cboe Global Markets®, and VIX ® are registered trademarks or service marks of Cboe Exchange, Inc and S&P 500® is
a registered trademark of Standard & Poor's Financial Services LLC. All other trademarks and service marks are the property
of their respective owners.
Cautionary
Statements Regarding Forward-Looking Information
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," and the negative of these terms and other comparable terminology. All statements that
reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements.
These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections
of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future events. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
We
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible
to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Some
factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options
and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price and new products
and services competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in
the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our
systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and
other personnel; increasing competition by foreign and domestic entities; our business and operational dependence on and exposure to
risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our
global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; increases in the cost of the
products and services we use; our ability to operate our business without violating the intellectual property rights of others and the
costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, liquidity,
market, investment, counterparty, and default risks, associated with operating our clearinghouses; our ability to accommodate trading
and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;
misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software
code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;
the loss of key customers or a significant reduction in trading or clearing volumes by key customers; damage to our reputation; the ability
of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations
and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment
of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation
risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our
filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made
from time to time with the SEC.
We
do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information,
future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
Exhibit 99.2
MEDIA RELEASE
Cboe and S&P
Dow Jones Indices Sign 25-Year Extension of Exclusive Licensing Agreement, Through 2051
Agreement extends
Cboe's exclusive licensing rights for S&P 500 Index options through 2051 and creates new opportunities for innovation across next-generation
markets and technologies
CHICAGO and
NEW YORK – September 29, 2026 – Cboe Global Markets, Inc. (Cboe: CBOE), a leading global markets operator and
pioneer in equity and index derivatives, and S&P Dow Jones Indices (“S&P DJI”), the world’s leading index provider,
today announced a 25-year extension of their exclusive licensing agreement that will continue their longstanding collaboration through
2051.
Under the extended
agreement, Cboe will continue to have the exclusive rights to offer trading in its flagship S&P 500® Index (SPX) options. Cboe
and S&P DJI may also collaborate to pursue innovation beyond traditional index derivatives, including new products like tokenized
options contracts.
The agreement builds
on more than 40 years of collaboration between Cboe and S&P DJI that began in 1983 with the launch of SPX options – a breakthrough
innovation that has since become the global standard for how investors worldwide gain and manage U.S. equity market exposure.
"Cboe and S&P DJI have created one of the industry's great success stories. By combining S&P DJI’s index expertise
with Cboe's unmatched ability to build and operate highly liquid derivatives markets, we have built one of the world’s most liquid
products and a relationship that has delivered lasting value across the global financial marketplace,” said Craig Donohue, Chief
Executive Officer of Cboe Global Markets. “This extension allows us to further grow our SPX and VIX franchises, while providing
the certainty and continuity that our customers have come to expect in these products. It also gives us significant runway to pursue
the next frontier of innovation and stay ahead of evolving investor needs and emerging technologies. The opportunities ahead are as compelling
as those that first brought our organizations together 43 years ago, and we look forward to what we can achieve together in the decades
ahead.”
"The S&P 500 is the definitive barometer of U.S. equity market performance and the most widely tracked index in the world,"
said Catherine Clay, Chief Executive Officer of S&P DJI. "Investor demand for exposure to U.S. equities continues to accelerate,
and we see a future where every investor, everywhere, can access this benchmark in the format that best suits their needs. Cboe brings
deep expertise in developing, listing, and operating liquid derivatives markets that complements our index expertise, and this agreement
allows us to keep innovating for the next generation of investors."
SPX options are
one of the world’s most liquid and actively traded index options. Reflecting growing global demand for exposure to U.S. equity
markets, SPX options set a record annual volume of 970.6 million contracts in 2025, with average daily volume of 3.9 million contracts
– a 25% increase over the prior year and the 4th consecutive year of record trading activity.
In recent years,
Cboe has continued to grow the SPX options suite, alongside its closely connected VIX options and futures franchise, through new products,
structures and expirations, expanding the range of tools available and access for retail and institutional investors globally.
***
About Cboe Global
Markets
Cboe Global Markets
(Cboe: CBOE) is a leading global markets operator with a long history of innovation in equity and index derivatives. Since launching
the world’s first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P
500® index options and the creation of the VIX® Index, the world's leading gauge of market volatility, reshaping how investors
manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment
solutions for customers worldwide. To learn more, visit www.cboe.com.
About S&P
Dow Jones Indices
S&P Dow Jones
Indices is the largest global resource for essential index-based concepts, data and research, and home to iconic financial market indicators,
such as the S&P 500® and the Dow Jones Industrial Average®. More assets are invested in products based on our indices than
products based on indices from any other provider in the world. Since Charles Dow invented the first index in 1884, S&P DJI has been
innovating and developing indices across the spectrum of asset classes helping to define the way investors measure and trade the markets.
S&P Dow Jones Indices is a division of S&P Global (NYSE: SPGI), which provides essential intelligence for individuals, companies,
and governments to make decisions with confidence. For more information, visit: www.spglobal.com/spdji.
| Cboe Media Contact |
S&P DJI Media Contact |
| Angela Tu |
Silke McGuinness |
| atu@cboe.com |
silke.mcguinness@spglobal.com |
| +1 (917) 985-1496 |
+1 (415) 205-8414 |
| |
|
| Cboe Analyst Contact |
S&P Global Investor Contact |
| Kenneth Hill |
Mark Grant |
| khill@cboe.com |
mark.grant@spglobal.com |
| +1 (312) 786-7559 |
+1 (347) 640-1521 |
CBOE-C
CBOE-OE
Cboe®,
Cboe Global Markets®, and VIX ® are registered trademarks or service marks of Cboe Exchange, Inc The S&P 500 Index is
proprietary to S&P Dow Jones Indices LLC or its affiliates. S&P®, S&P 500®, The 500®, 500™, US 500™
and SPX® are trademarks of Standard & Poor's Financial Services, LLC or its affiliates; Dow Jones®, is a trademark of
Dow Jones Trademark Holdings LLC; all of which have been licensed for use by Cboe Exchange, Inc. Cboe Exchange's options on the
S&P 500 Index are not sponsored, issued or endorsed by S&P Dow Jones Indices and S&P Dow Jones Indices does not have any
liability with respect thereto. All other trademarks and service marks are the property of their respective owners.
Any
products that have the S&P Index or Indexes as their underlying interest are not sponsored, endorsed, sold or promoted by Standard &
Poor's or Cboe and neither Standard & Poor's nor Cboe make any representations or recommendations concerning the advisability
of investing in products that have S&P indexes as their underlying interests. All other trademarks and service marks are the property
of their respective owners.
Cboe
Global Markets, Inc. and its affiliates do not recommend or make any representation as to possible benefits from any securities,
futures or investments, or third-party products or services. Cboe Global Markets, Inc. is not affiliated with S&P. Investors
should undertake their own due diligence regarding their securities, futures, and investment practices. This press release speaks only
as of this date. Cboe Global Markets, Inc. disclaims any duty to update the information herein.
Nothing
in this announcement should be considered a solicitation to buy or an offer to sell any securities or futures in any jurisdiction where
the offer or solicitation would be unlawful under the laws of such jurisdiction. Nothing contained in this communication constitutes
tax, legal or investment advice. Investors must consult their tax adviser or legal counsel for advice and information concerning their
particular situation.
Cboe
Global Markets, Inc. and its affiliates make no warranty, expressed or implied, including, without limitation, any warranties as
of merchantability, fitness for a particular purpose, accuracy, completeness or timeliness, the results to be obtained by recipients
of the products and services described herein, or as to the ability of the indices referenced in this press release to track the performance
of their respective securities, generally, or the performance of the indices referenced in this press release or any subset of their
respective securities, and shall not in any way be liable for any inaccuracies or errors. Cboe Global Markets, Inc. and its affiliates
have not calculated, composed or determined the constituents or weightings of the securities that comprise the third-party indices referenced
in this press release and shall not in any way be liable for any inaccuracies or errors in any of the indices referenced in this press
release.
There are important
risks associated with transacting in any of the Cboe products discussed here. Before engaging in any transactions in those products,
it is important for market participants to carefully review the disclosures and disclaimers contained at: https://www.cboe.com/us_disclaimers/.
Options involve risk and are not suitable for all market participants. Prior to buying or selling an option, a person should review the
Characteristics and Risks of Standardized Options (ODD), which is required to be provided to all such persons. Copies of the ODD
are available from your broker or from The Options Clearing Corporation, 125 S. Franklin Street, Suite 1200, Chicago, IL 60606.
Cautionary
Statements Regarding Forward-Looking Information
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," and the negative of these terms and other comparable terminology. All statements that
reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements.
These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections
of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future events. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
We
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible
to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 |
 |
Some
factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options
and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price and new products
and services competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in
the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our
systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and
other personnel; increasing competition by foreign and domestic entities; our business and operational dependence on and exposure to
risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our
global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; increases in the cost of the
products and services we use; our ability to operate our business without violating the intellectual property rights of others and the
costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, liquidity,
market, investment, counterparty, and default risks, associated with operating our clearinghouses; our ability to accommodate trading
and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;
misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software
code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;
the loss of key customers or a significant reduction in trading or clearing volumes by key customers; damage to our reputation; the ability
of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations
and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment
of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation
risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our
filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made
from time to time with the SEC.
We
do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information,
future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.