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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 23, 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 June 23, 2026, 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 26,
2026) 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, June 25, 2024 (effective as of June 28, 2024) and June 24, 2025 (effective as of June 27, 2025), 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 25, 2027; |
| · | 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 23, 2026 (to be effective as
of June 26, 2026), 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, June 25, 2024 (effective as of June 28, 2024) and June 24, 2025 (effective
as of June 27, 2025), 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 26, 2026 |