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  4. [8-K] MARKETAXESS HOLDINGS INC Reports Material Event

MarketAxess Q3 2026 net income falls 21% to $54M

The proposed $167.00-per-share cash merger remains subject to stockholder approval, required regulatory approvals and other closing conditions.

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Filing Sentiment

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8-K

Rhea-AI Filing Summary

MarketAxess Holdings Inc. reported third-quarter 2026 revenue of $210.4 million, up 1% year over year. GAAP net income fell 21% to $54.0 million and diluted EPS fell 17% to $1.53; diluted EPS excluding notable items was $1.86 (non-GAAP). Information Services revenue rose 10% to $15.2 million, while total expenses increased 10%, including $13.1 million of merger-related expenses. For the first nine months of 2026, GAAP net income rose 30% to $200.5 million.

The board declared a $0.78 per-share quarterly cash dividend, payable November 25, 2026 to holders of record November 11, 2026. Under the pending agreement with Intercontinental Exchange, Inc., each outstanding MarketAxess common share would convert at the Merger’s effective time into the right to receive $167.00 in cash, without interest, except for certain excluded shares. The Department of Justice and Federal Trade Commission granted early termination of the antitrust waiting period on October 21, 2026, but completion remains subject to stockholder approval, required regulatory approvals and other closing conditions. MarketAxess withdrew its 2026 annual guidance and medium-term targets, and suspended earnings calls and monthly volume releases.

2 points · 0 major

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0 major · 1 point

How the balance works

Positive

  • Moderate pointNine-month GAAP net income rose 30% to $200.5 million.
  • Minor pointQuarterly dividend per share increased to $0.78 from $0.76.

Negative

  • Moderate pointThird-quarter GAAP net income decreased 21% to $54.0 million year over year.

Filing Explained

At September 30, 2026, MarketAxess reported $539.6 million in cash and investments, down from $678.9 million at year-end 2025, and $92 million in borrowings versus $220 million, while it attributed the cash decline mainly to repurchases, debt repayment, dividends and higher broker and customer receivables, partly offset by operating cash.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $210.4 million; up 1% year over year Third quarter ended September 30, 2026
GAAP net income $54.0 million; down 21% year over year Third quarter ended September 30, 2026
Diluted EPS $1.53; down 17% year over year Third quarter ended September 30, 2026
Diluted EPS excluding notable items $1.86; up 1% year over year Third quarter ended September 30, 2026; non-GAAP
GAAP net income $200.5 million; up 30% year over year Nine months ended September 30, 2026
Quarterly cash dividend $0.78 per common share Payable November 25, 2026
Merger cash consideration $167.00 per share Payable at the Merger’s effective time, without interest, subject to exclusions
ADV financial
"21% Increase in Block Trading ADV and 37% Increase in Portfolio Trading ADV"
ADV stands for Average Daily Volume, which shows how many shares or units of a stock or asset are traded on average each day. It helps investors understand how popular or liquid an investment is—like knowing how many tickets are sold daily for a concert, indicating how much people are buying and selling.
fee per million (FPM) financial
"variable transaction fee per million (FPM)"
Fee per million (fpm) is a way to measure the cost of financial services or advertising based on the number of millions of dollars involved. For example, if a service charges 10 fpm, it costs $10 for every million dollars managed or spent. This helps investors compare costs efficiently, especially when dealing with large sums, making it easier to understand and compare expenses across different options.
non-GAAP financial measures financial
"Results excluding notable items are non-GAAP financial measures."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
single-dealer portfolio trades technical
"SD PT means single-dealer portfolio trades."
Single-dealer portfolio trades are large financial transactions arranged with one specific financial institution, involving a collection of different investments or assets. They allow investors to buy or sell many assets at once, often at better prices or with more convenience. This helps investors manage their investments more efficiently and can lead to cost savings compared to making individual trades.
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
Revenue $210.4 million Up 1% year over year
GAAP net income $54.0 million Down 21% year over year
Diluted EPS $1.53 Down 17% year over year
Diluted EPS excluding notable items $1.86 Up 1% year over year
Nine-month GAAP net income $200.5 million Up 30% year over year
Guidance

MarketAxess suspended issuing guidance and withdrew its previously announced 2026 annual guidance and medium-term financial targets.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were MKTX’s third-quarter 2026 results?
MarketAxess reported revenue of $210.4 million, up 1% year over year, and GAAP net income of $54.0 million, down 21%. Diluted EPS was $1.53; diluted EPS excluding notable items, a non-GAAP measure, was $1.86.

What cash consideration does the MKTX merger provide per share?
At the Merger’s effective time, each outstanding MarketAxess common share would convert into the right to receive $167.00 in cash, without interest, except for certain excluded shares. Completion remains subject to stockholder approval, required regulatory approvals and other closing conditions.

What is the record date for MarketAxess’s (MKTX) quarterly dividend?
The $0.78-per-share cash dividend is payable November 25, 2026 to stockholders of record as of the close of business on November 11, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
0001278021falseMARKETAXESS HOLDINGS INC00012780212026-10-232026-10-23

 

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): October 23, 2026

 

 

MARKETAXESS HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-34091

52-2230784

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

55 Hudson Yards

15th Floor

 

New York, New York

 

10001

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 813-6000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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(s)

 


Name of each exchange on which registered

Common Stock, $0.003 par value

 

MKTX

 

Nasdaq Global Select Market

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 2.02 Results of Operations and Financial Condition.

On October 23, 2026, MarketAxess Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for its third quarter ended September 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 8.01 Other Events.

On October 23, 2026, the Company also announced that its Board of Directors has declared a regular quarterly dividend to be paid to the holders of the outstanding shares of capital stock. A cash dividend of $0.78 per share of common stock outstanding will be paid on November 25, 2026 to stockholders of record as of the close of business on November 11, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

99.1

Press Release issued by MarketAxess Holdings Inc. on October 23, 2026

104

Cover Page Interactive File (the cover page tags are embedded within 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.

 

 

 

MARKETAXESS HOLDINGS INC.

 

 

 

 

Date:

October 23, 2026

By:

/s/ CHRISTOPHER R. CONCANNON

 

 

 

Name: Christopher R. Concannon
Title: Chief Executive Officer

 

 

img55615363_0.jpg

Exhibit 99.1

+

 

 

 

 

MarketAxess Reports Third Quarter 2026 Financial Results

EPS of $1.53; $1.86 Excluding Notable Items1

1% Revenue Growth Reflects Strong Information Services Revenue Growth of 10%

21% Increase in Block Trading ADV and 37% Increase in Portfolio Trading ADV with Broad-Based Growth

Across U.S. Credit, Emerging Markets and Eurobond Block ADVs

Continued Focus on Expense Discipline

NEW YORK | October 23, 2026 - MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, today announced financial results for the third quarter ended September 30, 2026.

 

3Q26 Select Financial and Operational Highlights (All comparisons vs 3Q25)

•
Total revenues of $210.4 million increased 1%.

— Total commission revenue of $179.9 million was flat compared to the prior year.

— 6% growth in services revenue2 to $30.5 million.

— 6% growth in revenue outside U.S. credit.

•
Total trading average daily volume ("ADV") increased 13%, with growth across both credit and rates products, and market share gains in high yield and municipal bonds.
•
Continued progress across key strategic initiative channels:

— Client-Initiated Channel: 21% increase in block trading ADV to $5.4 billion, including U.S. credit up 24%, Eurobonds up 16% and emerging markets up 15%.

— Portfolio Trading Channel: 37% increase in total portfolio trading ADV to $1.9 billion with 39% growth in U.S. credit and 41% growth in emerging markets.

— Dealer-Initiated Channel: 2% increase in dealer-initiated ADV to $1.5 billion, which includes a 196% increase in Mid-X ADV.

•
Total expenses of $136.0 million increased 10%; total expenses, excluding notable items,1 of $122.9 million were flat, reflecting continued expense discipline.
•
Operating margin of 35.4% decreased 560bps; operating margin, excluding notable items, of 41.6% increased 60bps. Operating leverage of (960)bps, or +100bps, excluding notable items.1
•
Diluted earnings per share (“EPS”) of $1.53 on net income of $54.0 million, compared to $1.84 and $68.3 million in the prior year, respectively; EPS of $1.86 on net income of $65.7 million, each excluding notable items.1

 

 

Chris Concannon, CEO of MarketAxess, commented:

"In the third quarter, we continued to execute on our product roadmap across major trading protocols. We launched our enhanced X-Pro RFQ experience to U.S. credit clients, bringing price and spread trading, targeted and direct block workflows and AI-powered dealer selection into a single modern interface. We also delivered the new issue workflow in X-Pro, so clients can access primary and secondary markets side-by-side. Within portfolio trading, we rolled out further enhancements, including CP+ pricing and pre-trade analytics, enabling clients to make faster and more informed decisions.

Overall, we continue to make great progress across our strategic priorities and remain committed to delivering innovative solutions that enhance the trading experience for our clients."

 

 

 

img55615363_1.jpg

 

Table 1: 3Q26 Select Financial Results

 

 

 

Quarter

 

% Change

Year-to-date

 

% Change

$ in millions, except per share data (unaudited)

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

QoQ

YoY

YTD 2026

 

YTD 2025

 

YoY

Selected GAAP-basis financial results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

210

 

$

218

 

$

209

 

 

(4

)

%

 

1

 

%

$

662

 

$

637

 

 

4

 

%

Expenses

 

 

136

 

 

129

 

 

123

 

 

6

 

 

 

10

 

 

 

397

 

 

371

 

 

7

 

 

Operating margin

 

 

35.4

%

 

41.1

%

 

41.0

%

 

(570

)

bps

 

(560

)

bps

 

40.0

%

 

41.7

%

 

(170

)

bps

Net income

 

 

54

 

 

68

 

 

68

 

 

(21

)

 

 

(21

)

 

 

200

 

 

155

 

 

30

 

 

Diluted EPS

 

 

1.53

 

 

1.93

 

 

1.84

 

 

(21

)

 

 

(17

)

 

 

5.66

 

 

4.14

 

 

37

 

 

Net income margin

 

 

25.7

%

 

31.3

%

 

32.7

%

 

(560

)

bps

 

(700

)

bps

 

30.3

%

 

24.3

%

 

+600

 

bps

Selected GAAP-basis financial results ex-notable
   items (non-GAAP)1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

210

 

 

218

 

 

209

 

 

(4

)

 

 

1

 

 

 

662

 

 

637

 

 

4

 

 

Expenses

 

 

123

 

 

127

 

 

123

 

 

(3

)

 

 

—

 

 

 

380

 

 

367

 

 

4

 

 

Operating margin

 

 

41.6

%

 

41.9

%

 

41.0

%

 

(30

)

 bps

 

+60

 

 bps

 

42.6

%

 

42.4

%

 

+20

 

bps

Net income

 

 

66

 

 

69

 

 

68

 

 

(5

)

 

 

(4

)

 

 

214

 

 

213

 

 

1

 

 

Diluted EPS

 

 

1.86

 

 

1.95

 

 

1.84

 

 

(5

)

 

 

1

 

 

 

6.05

 

 

5.70

 

 

6

 

 

Other Non-GAAP financial measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA3

 

 

91

 

 

106

 

 

108

 

 

(15

)

 

 

(16

)

 

 

319

 

 

326

 

 

(2

)

 

EBITDA Margin3

 

 

43.1

%

 

48.6

%

 

51.5

%

 

(550

)

bps

 

(840

)

bps

 

48.1

%

 

51.2

%

 

(310

)

bps

 

 

3Q26 Overview of Results

Table 1A: Notable Items1

 

 

 

Quarter

 

Year-to-date

 

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

YTD 2026

YTD 2025

$ in millions, except per share data (unaudited)

 

 

 

 

 

 

 

 

Repositioning charges(a)

 

$

—

 

$

—

 

$

—

 

$

1.5

 

 

$

4.0

 

 

Merger & acquisition-related(b)

 

 

13.1

 

 

1.6

 

 

—

 

 

15.3

 

 

 

0.6

 

 

Notable items (pre-tax)

 

 

13.1

 

 

1.6

 

 

—

 

 

16.8

 

 

 

4.6

 

 

Income tax impact from notable items

 

 

(1.5

)

 

(0.9

)

 

—

 

 

(2.9

)

 

 

53.7

 

 

Total notable items

 

$

11.6

 

$

0.7

 

$

—

 

$

13.9

 

 

$

58.3

 

 

EPS impact

 

$

0.33

 

$

0.02

 

$

—

 

$

0.39

 

 

$

1.56

 

 

(a) Repositioning charges consist of severance included in employee compensation and benefits.

(b) Merger & acquisition-related items consist of merger-related expenses (previously classified as Other notable items in Q2 2026 and Q1 2026) included in employee compensation and benefits, professional and consulting fees, and general and administrative expenses for the pending merger with Intercontinental Exchange, Inc for Q3 2026, Q2 2026, and YTD 2026, as well as acquisition-related activity included in other income (expense) associated with our acquisition of RFQ-hub for YTD 2025. Refer to Table 8A for further details.

 

Notable Items1

•
Notable items (pre-tax) in 3Q26 include merger-related expenses of $13.1 million associated with the pending merger with Intercontinental Exchange, Inc.

Revenue

•
Total revenues of $210.4 million increased 1% compared to the prior year, primarily driven by growth in services revenue.2

Table 1B: 3Q26 Variable Transaction Fee Per Million (FPM)

 

 

 

Quarter

 

% Change

Year-to-date

 

% Change

 

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

QoQ

YoY

YTD 2026

 

YTD 2025

 

YoY

AVG. VARIABLE TRANS. FEE PER MILLION (FPM)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Credit

 

$

127

 

$

129

 

$

140

 

 

(2

)

%

 

(9

)

%

$

129

 

$

139

 

 

(7

)

%

Total Rates

 

 

4.89

 

 

4.96

 

 

4.21

 

 

(1

)

 

 

16

 

 

 

4.83

 

 

4.14

 

 

17

 

 

 

Page 2

img55615363_1.jpg

Commissions Revenue

•
Commissions revenue of $179.9 million was flat compared to the prior year.

Credit

—
Total credit commission revenue of $161.2 million (including $34.8 million in fixed distribution fees) decreased $3.8 million, or 2%, compared to $164.9 million (including $34.1 million in fixed distribution fees) in the prior year. The decrease was primarily driven by a 4% decrease in U.S. credit commission revenue reflecting lower variable transaction fee per million ("FPM"), partially offset by higher market volumes and fixed distribution fees. Total credit ADV increased 7% compared to the prior year, mainly due to market share gains in high yield and municipal bonds, volume growth in emerging markets, and higher market activity. Total credit FPM decreased 9% compared to the prior year, largely due to protocol and product mix, as well as lower duration of bonds traded in U.S. high-grade.

Rates

—
Total rates commission revenue of $8.9 million increased $2.3 million, or 34%, compared to the prior year, primarily driven by higher U.S. Treasury volumes and improved FPM.

Other

—
Total other commission revenue of $9.8 million increased $1.2 million, or 14%, compared to the prior year, primarily driven by higher trading volumes.

 

Services Revenue

•
Services revenue2 of $30.5 million increased $1.8 million, or 6%, compared to the prior year.

Information Services

—
Information services revenue of $15.2 million increased $1.4 million, or 10%, compared to the prior year. The increase was principally driven by net new contract revenue.

Post-trade Services

—
Post-trade services revenue of $11.4 million increased $0.2 million, or 1%, compared to the prior year, mainly due to net new contract revenue.

Technology Services

—
Total technology services revenue of $3.9 million increased $0.3 million, or 8%, compared to the prior year, largely reflecting higher broker execution and port fees.

Expenses

•
Total expenses of $136.0 million increased 10% from the prior year. Total expenses, excluding notable items,1 of $122.9 million were flat compared to the prior year.

Non-operating

•
Other income (expense): Other income was $0.4 million, down from $8.1 million in the prior year. The decrease was largely driven by receipt of a tax credit in the prior year, lower interest income resulting from lower average cash balances, higher interest expense mainly due to borrowings on the Company’s credit facility, which, along with cash on hand, were used to fund the accelerated stock repurchase agreement that settled in 1Q26, and higher foreign currency transaction losses.
•
Tax rate: The effective tax rate was 27.8%, compared to 27.1% in the prior year. The effective tax rate excluding notable items1 was 25.4%, compared to 27.1% in the prior year.

Page 3

img55615363_1.jpg

Capital

•
The Company had $539.6 million in cash, cash equivalents, corporate bond investments and U.S. Treasury investments as of September 30, 2026, down from $678.9 million as of December 31, 2025. The decline from year-end 2025 primarily reflects capital allocation activity during the first nine months of 2026, including share repurchases, repayment of $128.0 million of borrowings under the revolving credit facility and quarterly dividends, as well as an increase in net receivables from broker-dealers, clearing organizations and customers, partially offset by cash generated from operating activities. The Company had $92.0 million in borrowings outstanding under the Company’s credit facility as of September 30, 2026, as compared to $220.0 million in borrowings outstanding as of December 31, 2025.
•
The Board declared a quarterly cash dividend of $0.78 per share, payable on November 25, 2026 to stockholders of record as of the close of business on November 11, 2026.

Other

•
Employee headcount was 858 as of September 30, 2026, compared to 896 as of September 30, 2025, and 863 as of June 30, 2026.

 

1 See Table 1A in this release for a listing of notable items. Results excluding notable items are non-GAAP financial measures. Refer to “Non-GAAP financial measures and other items” for a discussion of these non-GAAP financial measures and Tables 8A and 8B for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

2 Services revenue is defined as combined information, post-trade and technology services revenue.

3 EBITDA and EBITDA margin are non-GAAP financial measures. Refer to “Non-GAAP financial measures and other items” for a discussion of these non-GAAP financial measures and Table 9 for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

Non-GAAP Financial Measures and Other Items

To supplement the Company’s unaudited financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA margin and free cash flow. From time to time, we present selected GAAP-basis financial results, excluding notable items. Notable items are revenues, expenses, other income (expense) and tax related items that are not indicative of ongoing operating performance and outside of the Company’s normal course of business, including merger, acquisition and restructuring charges or gains/losses on sales or other notables (collectively, “notable items”). We define Operating leverage, excluding notable items, as the year-over-year percentage change in revenues less the year-over-year percentage change in expenses, excluding notable items, for the respective period. We define EBITDA margin as EBITDA divided by revenues. We define free cash flow as net cash provided by/(used in) operating activities excluding the net change in trading investments and net change in securities failed-to-deliver and securities failed-to-receive from broker-dealers, clearing organizations and customers, less expenditures for furniture, equipment and leasehold improvements and capitalized software development costs. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. The Company believes that these non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, provide additional information regarding the Company’s operating results because they assist both investors and management in analyzing and evaluating the performance of our business. Please refer to Tables 8A, 8B, 9 and 10 for a reconciliation of: (i) selected GAAP-basis financial results, each excluding notable items, to their most directly comparable GAAP measure; (ii) GAAP net income to EBITDA and GAAP net income margin to EBITDA margin; and (iii) GAAP net cash provided by/(used in) operating activities to free cash flow, in each case, the most directly comparable GAAP measure.

ICE Transaction

On July 29, 2026, MarketAxess entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Intercontinental Exchange, Inc. (“ICE”) and Igloo Merger Sub II, Inc., a wholly owned subsidiary of ICE. Under the Merger Agreement, the ICE subsidiary will merge with and into MarketAxess (the “Merger”), and MarketAxess will survive as a wholly owned subsidiary of ICE. At the effective time of the Merger, each outstanding share of MarketAxess common stock will be converted into the right to receive $167.00 in cash, without interest, other than certain excluded shares, including shares held by stockholders who properly exercise appraisal rights under Delaware law. On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger. Completion of the Merger remains subject to MarketAxess stockholder approval, the receipt of required regulatory approvals and the satisfaction or waiver of the other closing conditions in the Merger Agreement. A copy of the press release announcing the Merger can be found on the Investor Relations section of the MarketAxess corporate website at http://investor.marketaxess.com.

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In light of the Merger, MarketAxess has suspended the practice of hosting an earnings conference call. Further, MarketAxess has suspended the practice of issuing guidance and has withdrawn its previously announced 2026 annual guidance, as well as its medium-term financial targets. Finally, MarketAxess has suspended its practice of issuing monthly volumes press releases.

General Notes Regarding the Data Presented

Reported MarketAxess volume in all product categories includes only fully electronic trading volume. MarketAxess trading volumes and the Financial Industry Regulatory Authority (“FINRA”) Trade Reporting and Compliance Engine (“TRACE”) reported volumes are available on the Company’s website at investor.marketaxess.com/volume.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Section 27A”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Section 21E”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A and Section 21E. Such forward-looking statements relate to, without limitation, the proposed transaction, our future economic performance, plans and objectives for future operations, and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “assume,” “believe,” “contemplate,” “could,” “intend,” “predict,” “would,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” “trend,” “objective,” “might” or comparable terminology, although not all forward-looking statements contain these identifying words.

Forward-looking statements are inherently subject to certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with accuracy and some of which we may not anticipate, including, but not limited to: historical financial information may not be representative of future results; the completion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining the requisite approval by the stockholders of the Company, the receipt of the remaining required regulatory approvals, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated benefits of the proposed transaction; there may be significant transaction costs in connection with the proposed transaction and the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee pursuant to the terms of the Merger Agreement; any effect of the announcement of the proposed transaction on the Company’s ability to operate its business and retain and hire key personnel and to maintain favorable business relationships; the proposed transaction may result in the diversion of management’s time and attention from ordinary course business operations to issues relating to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; unfavorable outcome of legal proceedings related to the proposed transaction; the risk that the Company’s share price may decline significantly if the proposed transaction is not consummated; legislative, regulatory and economic developments; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors; other risks and uncertainties detailed in periodic reports that the Company files with the SEC; actions by third parties, including government agencies; reputational risk and potential adverse reactions of the Company’s or ICE’s customers, employees or other business partners, including those resulting from the announcement or completion of the proposed transaction; the ability to promptly and effectively integrate the Company’s business with ICE’s business and realize the anticipated cost savings, synergies, and other financial benefits of the proposed transaction within the expected time period or at all; ICE’s ability to obtain the contemplated debt financing on a timely basis, on favorable terms or at all; global economic, political and market factors; the level of trading volume transacted on the MarketAxess platform; the rapidly evolving nature of the electronic financial services industry; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the variability of our growth rate; our ability to introduce new fee plans and our clients’ response; our ability to attract clients or adapt our technology and marketing strategy to new markets; risks related to our growing international operations; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our exposure to risks resulting from non-performance by counterparties to transactions executed between our clients in which we act as an intermediary in matched principal trades; risks related to self-clearing; our dependence on third-party suppliers for key products and services; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our dependence on our management team and our ability to attract and retain talent; risks related to sanctions levied against states or individuals that could expose us to operational or regulatory risks; the effects of climate change or other sustainability risks that could affect our operations or reputation; the effect of rapid market or technological changes on us and the users of our technology;

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issues related to the development and use of artificial intelligence; our ability to successfully maintain the integrity of our trading platform and our response to system failures, capacity constraints and business interruptions; the occurrence of design defects, errors, failures or delays with our platforms, products or services; our vulnerability to malicious cyber-attacks and attempted cybersecurity breaches; our actual or perceived failure to comply with privacy and data protection laws; our ability to protect our intellectual property rights or technology and defend against intellectual property infringement or other claims; our use of open-source software; limitations on our flexibility because we operate in a highly regulated industry; the increasing government regulation of us and our clients; our exposure to costs and penalties related to our extensive regulation; our risks of litigation and securities laws liability; our tax filing positions; our future capital needs and our ability to obtain capital when needed; limitations on our operating flexibility contained in our credit agreement; our exposure to financial institutions by holding cash in excess of federally insured limits; and other factors.

There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments, circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.

 

About MarketAxess

MarketAxess (Nasdaq: MKTX) operates a leading electronic trading platform that delivers greater trading efficiency, a diversified pool of liquidity and significant cost savings to institutional investors and broker-dealers across the global fixed-income and other markets. Approximately 2,100 firms leverage MarketAxess’ patented technology to efficiently trade fixed-income securities. Our automated and algorithmic trading solutions, combined with our integrated and actionable data offerings, help our clients make faster, better-informed decisions on when and how to trade on our platform. MarketAxess’ award-winning Open Trading® marketplace is widely regarded as the preferred all-to-all trading solution in the global credit markets. Founded in 2000, MarketAxess connects a robust network of market participants through an advanced full trading lifecycle solution that includes automated trading solutions, intelligent data and index products and a range of post-trade services. Learn more at www.marketaxess.com and on X @MarketAxess.

 

# # #

 

 

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Contacts

 

INVESTOR RELATIONS

MEDIA RELATIONS

Hannah Hendricks

MarketAxess Holdings Inc.

+1 212 813 6011

hhendricks@marketaxess.com

Marisha Mistry

MarketAxess Holdings Inc.

+1 917 267 1232

mmistry@marketaxess.com

 

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Table 2: Consolidated Statements of Operations

 

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

September 30,

 

 

In thousands, except per share data (unaudited)

 

 

2026

 

 

2025

 

 

% Change

 

2026

 

 

2025

 

 

% Change

Revenues

 

 

 

 

 

 

 

 

 

Commissions

 

 

$

179,923

 

 

$

180,171

 

 

 

—

 

%

 

$

570,289

 

 

$

553,284

 

 

 

3

 

%

Information services

 

 

 

15,172

 

 

 

13,785

 

 

 

10

 

 

 

 

45,711

 

 

 

39,776

 

 

 

15

 

 

Post-trade services

 

 

 

11,444

 

 

 

11,293

 

 

 

1

 

 

 

 

34,649

 

 

 

33,457

 

 

 

4

 

 

Technology services

 

 

 

3,868

 

 

 

3,572

 

 

 

8

 

 

 

 

11,553

 

 

 

10,342

 

 

 

12

 

 

Total revenues

 

 

 

210,407

 

 

 

208,821

 

 

 

1

 

 

 

 

662,202

 

 

 

636,859

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

 

 

63,425

 

 

 

59,982

 

 

 

6

 

 

 

 

195,802

 

 

 

187,135

 

 

 

5

 

 

Depreciation and amortization

 

 

 

19,041

 

 

 

19,662

 

 

 

(3

)

 

 

 

57,560

 

 

 

57,093

 

 

 

1

 

 

Technology and communications

 

 

 

22,056

 

 

 

19,961

 

 

 

10

 

 

 

 

63,924

 

 

 

57,430

 

 

 

11

 

 

Professional and consulting fees

 

 

 

14,699

 

 

 

7,382

 

 

 

99

 

 

 

 

29,048

 

 

 

20,982

 

 

 

38

 

 

Occupancy

 

 

 

3,919

 

 

 

3,859

 

 

 

2

 

 

 

 

11,720

 

 

 

11,234

 

 

 

4

 

 

Marketing and advertising

 

 

 

2,145

 

 

 

2,349

 

 

 

(9

)

 

 

 

7,921

 

 

 

7,362

 

 

 

8

 

 

Clearing costs

 

 

 

4,240

 

 

 

3,948

 

 

 

7

 

 

 

 

13,025

 

 

 

12,580

 

 

 

4

 

 

General and administrative

 

 

 

6,487

 

 

 

6,099

 

 

 

6

 

 

 

 

18,009

 

 

 

17,218

 

 

 

5

 

 

Total expenses

 

 

 

136,012

 

 

 

123,242

 

 

 

10

 

 

 

 

397,009

 

 

 

371,034

 

 

 

7

 

 

Operating income

 

 

 

74,395

 

 

 

85,579

 

 

 

(13

)

 

 

 

265,193

 

 

 

265,825

 

 

 

—

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

4,632

 

 

 

5,850

 

 

 

(21

)

 

 

 

13,632

 

 

 

18,949

 

 

 

(28

)

 

Interest expense

 

 

 

(1,449

)

 

 

(171

)

 

NM

 

 

 

 

(6,199

)

 

 

(523

)

 

NM

 

 

Equity in earnings of
   unconsolidated affiliate

 

 

 

—

 

 

 

—

 

 

NM

 

 

 

 

—

 

 

 

457

 

 

NM

 

 

Other, net

 

 

 

(2,753

)

 

 

2,381

 

 

NM

 

 

 

 

(4,154

)

 

 

2,501

 

 

NM

 

 

Total other income (expense)

 

 

 

430

 

 

 

8,060

 

 

 

(95

)

 

 

 

3,279

 

 

 

21,384

 

 

 

(85

)

 

Income before income taxes

 

 

 

74,825

 

 

 

93,639

 

 

 

(20

)

 

 

 

268,472

 

 

 

287,209

 

 

 

(7

)

 

Provision for income taxes

 

 

 

20,797

 

 

 

25,366

 

 

 

(18

)

 

 

 

68,014

 

 

 

132,691

 

 

 

(49

)

 

Net income

 

 

$

54,028

 

 

$

68,273

 

 

 

(21

)

 

 

$

200,458

 

 

$

154,518

 

 

 

30

 

 

Less: income attributable to
   noncontrolling interest

 

 

 

(170

)

 

 

(97

)

 

NM

 

 

 

 

(613

)

 

 

(128

)

 

NM

 

 

Net income available for common
   stockholders

 

 

$

53,858

 

 

$

68,176

 

 

 

(21

)

 

 

$

199,845

 

 

$

154,390

 

 

 

29

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

1.53

 

 

$

1.84

 

 

 

 

 

 

$

5.67

 

 

$

4.15

 

 

 

 

 

Diluted

 

 

$

1.53

 

 

$

1.84

 

 

 

 

 

 

$

5.66

 

 

$

4.14

 

 

 

 

 

Cash dividends declared per
   common share

 

 

$

0.78

 

 

$

0.76

 

 

 

 

 

 

$

2.34

 

 

$

2.28

 

 

 

 

 

Weighted-average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

35,216

 

 

 

37,023

 

 

 

 

 

 

 

35,240

 

 

 

37,207

 

 

 

 

 

Diluted

 

 

 

35,278

 

 

 

37,109

 

 

 

 

 

 

 

35,302

 

 

 

37,288

 

 

 

 

 

NM - not meaningful

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Table 3: Commission Revenue

 

 

In thousands, except fee per million data

 

 

Three Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 (unaudited)

 

 

2026

 

 

2025

 

 

% Change

 

 

 

2026

 

 

2025

 

 

 

% Change

 

 

Variable transaction fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit

 

 

$

126,391

 

 

$

130,811

 

 

 

(3

)

%

 

$

411,078

 

 

$

409,628

 

 

 

 

-

 

%

Rates

 

 

 

8,827

 

 

 

6,549

 

 

 

35

 

 

 

 

25,798

 

 

 

21,503

 

 

 

 

20

 

 

Other

 

 

 

9,816

 

 

 

8,589

 

 

 

14

 

 

 

 

30,822

 

 

 

20,882

 

 

 

 

48

 

 

Total variable transaction fees

 

 

 

145,034

 

 

 

145,949

 

 

 

(1

)

 

 

 

467,698

 

 

 

452,013

 

 

 

 

3

 

 

Fixed distribution fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit

 

 

 

34,801

 

 

 

34,137

 

 

 

2

 

 

 

 

102,310

 

 

 

101,018

 

 

 

 

1

 

 

Rates

 

 

 

88

 

 

 

85

 

 

 

4

 

 

 

 

281

 

 

 

253

 

 

 

 

11

 

 

Total fixed distribution fees

 

 

 

34,889

 

 

 

34,222

 

 

 

2

 

 

 

 

102,591

 

 

 

101,271

 

 

 

 

1

 

 

Total commission revenue

 

 

$

179,923

 

 

$

180,171

 

 

 

—

 

 

 

$

570,289

 

 

$

553,284

 

 

 

 

3

 

 

Average variable transaction fee
   per million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit

 

 

$

127

 

 

$

140

 

 

 

(9

)

%

 

$

129

 

 

$

139

 

 

 

 

(7

)

%

Rates

 

 

 

4.89

 

 

 

4.21

 

 

 

16

 

 

 

 

4.83

 

 

 

4.14

 

 

 

 

17

 

 

 

 

Table 4: Trading Volume*

 

 

 

 

Three Months Ended September 30,

 

 

In millions (unaudited)

 

 

2026

 

 

2025

 

 

% Change

 

 

 

 

 

Volume

 

 

ADV

 

 

Volume

 

 

 

ADV

 

 

Volume

 

 

 

ADV

 

 

Credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High-grade (excl. SD PT)1

 

 

$

455,718

 

 

$

7,121

 

 

$

419,703

 

 

 

$

6,558

 

 

 

9

 

%

 

 

9

 

%

High-grade (incl. SD PT)1

 

 

 

481,445

 

 

 

7,523

 

 

 

434,126

 

 

 

 

6,783

 

 

 

11

 

 

 

 

11

 

 

High-yield (excl. SD PT)1

 

 

 

93,988

 

 

 

1,469

 

 

 

86,228

 

 

 

 

1,347

 

 

 

9

 

 

 

 

9

 

 

High-yield (incl. SD PT)1

 

 

 

108,286

 

 

 

1,692

 

 

 

99,623

 

 

 

 

1,557

 

 

 

9

 

 

 

 

9

 

 

Emerging markets

 

 

 

255,299

 

 

 

3,989

 

 

 

243,387

 

 

 

 

3,803

 

 

 

5

 

 

 

 

5

 

 

Eurobonds

 

 

 

144,938

 

 

 

2,230

 

 

 

142,772

 

 

 

 

2,196

 

 

 

2

 

 

 

 

2

 

 

Other credit2

 

 

 

47,689

 

 

 

745

 

 

 

40,336

 

 

 

 

631

 

 

 

18

 

 

 

 

18

 

 

Municipal bonds

 

 

 

47,679

 

 

 

745

 

 

 

40,293

 

 

 

 

630

 

 

 

18

 

 

 

 

18

 

 

Total credit trading (excl. SD PT)1

 

 

 

997,632

 

 

 

15,554

 

 

 

932,426

 

 

 

 

14,535

 

 

 

7

 

 

 

 

7

 

 

Rates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government bonds

 

 

 

1,703,289

 

 

 

26,614

 

 

 

1,480,317

 

 

 

 

23,130

 

 

 

15

 

 

 

 

15

 

 

Agency and other government bonds

 

 

 

103,388

 

 

 

1,591

 

 

 

75,714

 

 

 

 

1,166

 

 

 

37

 

 

 

 

36

 

 

Total rates trading

 

 

 

1,806,677

 

 

 

28,205

 

 

 

1,556,031

 

 

 

 

24,296

 

 

 

16

 

 

 

 

16

 

 

Total trading (excl. SD PT)1

 

 

$

2,804,309

 

 

$

43,759

 

 

$

2,488,457

 

 

 

$

38,831

 

 

 

13

 

 

 

 

13

 

 

Number of U.S. Trading Days3

 

 

 

 

 

 

64

 

 

 

 

 

 

 

64

 

 

 

 

 

 

 

 

 

Number of U.K. Trading Days4

 

 

 

 

 

 

65

 

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

 

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Nine Months Ended September 30,

 

 

In millions (unaudited)

 

 

2026

 

 

2025

 

 

% Change

 

 

 

 

 

Volume

 

 

ADV

 

 

Volume

 

 

 

ADV

 

 

Volume

 

 

 

ADV

 

 

Credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High-grade (excl. SD PT)1

 

 

$

1,428,297

 

 

$

7,638

 

 

$

1,362,101

 

 

 

$

7,284

 

 

 

5

 

%

 

 

5

 

%

High-grade (incl. SD PT)1

 

 

 

1,505,750

 

 

 

8,052

 

 

 

1,401,866

 

 

 

 

7,497

 

 

 

7

 

 

 

 

7

 

 

High-yield (excl. SD PT)1

 

 

 

291,098

 

 

 

1,557

 

 

 

281,122

 

 

 

 

1,503

 

 

 

4

 

 

 

 

4

 

 

High-yield (incl. SD PT)1

 

 

 

334,734

 

 

 

1,790

 

 

 

302,458

 

 

 

 

1,617

 

 

 

11

 

 

 

 

11

 

 

Emerging markets

 

 

 

846,215

 

 

 

4,525

 

 

 

732,763

 

 

 

 

3,919

 

 

 

15

 

 

 

 

15

 

 

Eurobonds

 

 

 

487,700

 

 

 

2,580

 

 

 

451,562

 

 

 

 

2,402

 

 

 

8

 

 

 

 

7

 

 

Other credit2

 

 

 

128,591

 

 

 

688

 

 

 

116,783

 

 

 

 

625

 

 

 

10

 

 

 

 

10

 

 

Municipal bonds

 

 

 

128,564

 

 

 

688

 

 

 

116,423

 

 

 

 

623

 

 

 

10

 

 

 

 

10

 

 

Total credit trading (excl. SD PT)1

 

 

 

3,181,901

 

 

 

16,988

 

 

 

2,944,331

 

 

 

 

15,733

 

 

 

8

 

 

 

 

8

 

 

Rates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government bonds

 

 

 

4,998,152

 

 

 

26,728

 

 

 

4,969,290

 

 

 

 

26,574

 

 

 

1

 

 

 

 

1

 

 

Agency and other government bonds

 

 

 

337,808

 

 

 

1,787

 

 

 

229,164

 

 

 

 

1,218

 

 

 

47

 

 

 

 

47

 

 

Total rates trading

 

 

 

5,335,960

 

 

 

28,515

 

 

 

5,198,454

 

 

 

 

27,792

 

 

 

3

 

 

 

 

3

 

 

Total trading (excl. SD PT)1

 

 

$

8,517,861

 

 

$

45,503

 

 

$

8,142,785

 

 

 

$

43,525

 

 

 

5

 

 

 

 

5

 

 

Number of U.S. Trading Days3

 

 

 

 

 

 

187

 

 

 

 

 

 

 

187

 

 

 

 

 

 

 

 

 

Number of U.K. Trading Days4

 

 

 

 

 

 

189

 

 

 

 

 

 

 

188

 

 

 

 

 

 

 

 

 

 

1 Effective with the release of our January 2026 trading volume statistics, the Company revised certain aspects of its reporting methodology for estimated market share to provide a more comprehensive view of platform activity and enhance comparability with industry peers. The Company now highlights estimated market share for U.S. high-grade and U.S. high-yield on an all-in basis, which includes single-dealer portfolio trading activity, and the Company no longer reports estimated market share on an "excluding single-dealer portfolio trading" basis. Single-dealer portfolio trading activity continues to be excluded from the “Total credit trading (excl. SD PT)” and "Total trading (excl. SD PT)" lines in Table 4 and the “Total Credit” FPM calculation in Table 1B. As used in Table 4 to highlight the effect of single-dealer portfolio trading on U.S. high-grade and U.S. high-yield ADVs, “SD PT” means single-dealer portfolio trades.

2 “Other credit” includes municipal bonds, leveraged loans, convertible bonds and structured products.

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

4 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.

 

Table 5: Estimated Market Share

 

 

 

Quarter

 

Bps Change

 

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

QoQ

YoY

 

 

 

 

 

 

 

 

 

 

 

 

 U.S. High-Grade

 

 

 

 

 

 

 

 

 

 

 

% of U.S. High-Grade TRACE1,2

 

17.4

%

17.5

%

18.3

%

(10)

 bps

(90)

 bps

 U.S. High-Yield

 

 

 

 

 

 

 

 

 

 

 

% of U.S. High-Yield TRACE1

 

14.6

 

14.1

 

13.7

 

+50

 

+90

 

 Other Credit Products

 

 

 

 

 

 

 

 

 

 

 

% of Municipal Bonds MSRB

 

6.0

 

6.6

 

5.8

 

(60)

 

+20

 

 Rates

 

 

 

 

 

 

 

 

 

 

 

% of U.S. Government Bonds TRACE

 

2.2

 

2.1

 

2.3

 

+10

 

(10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Effective with the release of our January 2026 trading volume statistics, the Company revised certain aspects of its reporting methodology for estimated market share to provide a more comprehensive view of platform activity and enhance comparability with industry peers. The Company now highlights estimated market share for U.S. high-grade and U.S. high-yield on an all-in basis, which includes single-dealer portfolio trading activity, and the Company no longer reports estimated market share on an "excluding single-dealer portfolio trading" basis. Single-dealer portfolio trading activity continues to be excluded from the “Total credit trading (excl. SD PT)” and "Total trading (excl. SD PT)" lines in Table 4 and the “Total Credit” FPM calculation in Table 1B. As used in Table 4 to highlight the effect of single-dealer portfolio trading on U.S. high-grade and U.S. high-yield ADVs, “SD PT” means single-dealer portfolio trades.

2 The Company estimates that duplicative affiliate trade reports accounted for up to 6% of reported U.S. high-grade TRACE volume in 3Q26. In July 2026, the SEC approved a FINRA rule change that will suppress public dissemination of these duplicative reports, with mandatory compliance beginning in August 2027. Adjusting for these duplicates, the Company believes its estimated U.S. high-grade market share would have been up to approximately 100bps higher in 3Q26.

 

 

Page 10

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Table 6: Strategic Priorities ADV Detail*

 

 

 

Quarter

 

% Change

 

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

QoQ

YoY

 $ In millions

 

 

 

 

 

 

 

 

 

 

 

 Client-Initiated Channel

 

 

 

 

 

 

 

 

 

 

 

U.S. Credit Block Trading

$

3,219

$

3,412

$

2,589

 

(6)

%

24

%

Emerging Markets Block Trading

 

1,793

 

2,019

 

1,553

 

(11)

 

15

 

Eurobonds Block Trading

 

421

 

503

 

364

 

(16)

 

16

 

 Portfolio Trading Channel

 

 

 

 

 

 

 

 

 

 

 

Total MKTX Portfolio Trading

 

1,879

 

1,970

 

1,375

 

(5)

%

37

%

Total MKTX U.S. Credit Portfolio Trading

 

1,579

 

1,692

 

1,140

 

(7)

 

39

 

Total U.S. Credit TRACE Portfolio Trading

 

8,029

 

8,218

 

5,962

 

(2)

 

35

 

 Dealer-Initiated Channel

 

 

 

 

 

 

 

 

 

 

 

Total Dealer Initiated (DRFQ & Mid-X)

 

1,539

 

1,742

 

1,516

 

(12)

%

2

%

 Other

 

 

 

 

 

 

 

 

 

 

 

Open Trading

 

4,867

 

5,135

 

4,349

 

(5)

%

12

%

AxessIQ

 

186

 

183

 

163

 

2

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 U.S. Trading Days1

 

64

 

62

 

64

 

 

 

 

 

 U.K. Trading Days2

 

65

 

61

 

65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

*Client-initiated channel activity may include some portfolio trading channel activity.

 

Page 11

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Table 7: Consolidated Condensed Balance Sheet

 

 

 

As of

 

 

In thousands (unaudited)

 

September 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

381,054

 

 

$

519,734

 

 

Cash segregated under federal regulations

 

 

49,738

 

 

 

48,722

 

 

Investments, at fair value

 

 

169,373

 

 

 

170,677

 

 

Accounts receivable, net

 

 

121,653

 

 

 

100,989

 

 

Receivables from broker-dealers, clearing organizations and customers

 

 

951,461

 

 

 

489,211

 

 

Goodwill

 

 

283,667

 

 

 

283,667

 

 

Intangible assets, net of accumulated amortization

 

 

95,259

 

 

 

110,629

 

 

Furniture, equipment, leasehold improvements and
   capitalized software, net

 

 

111,056

 

 

 

112,431

 

 

Operating lease right-of-use assets

 

 

49,018

 

 

 

51,854

 

 

Prepaid expenses and other assets

 

 

63,711

 

 

 

46,972

 

 

Total assets

 

$

2,275,990

 

 

$

1,934,886

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 Liabilities

 

 

 

 

 

 

 

Accrued employee compensation

 

$

62,627

 

 

$

73,879

 

 

Payables to broker-dealers, clearing organizations and customers

 

 

690,058

 

 

 

325,959

 

 

Borrowings

 

 

92,000

 

 

 

220,000

 

 

Income and other tax liabilities

 

 

22,571

 

 

 

49,267

 

 

Accounts payable, accrued expenses and other liabilities

 

 

57,475

 

 

 

42,584

 

 

Operating lease liabilities

 

 

61,089

 

 

 

64,938

 

 

Total liabilities

 

 

985,820

 

 

 

776,627

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

 

15,227

 

 

 

12,592

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

Common stock

 

 

123

 

 

 

123

 

 

Additional paid-in capital

 

 

382,942

 

 

 

305,923

 

 

Treasury stock

 

 

(751,634

)

 

 

(694,764

)

 

Retained earnings

 

 

1,655,296

 

 

 

1,538,746

 

 

Accumulated other comprehensive income/(loss)

 

 

(11,784

)

 

 

(4,361

)

 

Total stockholders' equity

 

 

1,274,943

 

 

 

1,145,667

 

 

Total liabilities, redeemable noncontrolling interest
   and stockholders' equity

 

$

2,275,990

 

 

$

1,934,886

 

 

 

 

 

 

 

 

 

 

 

Page 12

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Table 8A: Reconciliation of Notable Items

 

Quarter

 

 

Year-to-date

 

 

$ in thousands, except per share data (unaudited)

 

3Q 2026

 

 

2Q 2026

 

 

3Q 2025

 

 

YTD 2026

 

 

YTD 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses, GAAP-basis

 

$

136,012

 

 

$

128,538

 

 

$

123,242

 

 

$

397,009

 

 

$

371,034

 

 

Exclude: Notable items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repositioning charges1

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,484

)

 

 

(3,970

)

 

Merger-related expenses2

 

 

(13,066

)

 

 

(1,555

)

 

 

—

 

 

 

(15,277

)

 

 

—

 

 

Total Expenses, excluding notable items

 

$

122,946

 

 

$

126,983

 

 

$

123,242

 

 

$

380,248

 

 

$

367,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), GAAP-basis

 

$

430

 

 

$

(115

)

 

$

8,060

 

 

$

3,279

 

 

$

21,384

 

 

Exclude: Notable items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related charge/(credit)3

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

557

 

 

Other income (expense), excluding
   notable items

 

$

430

 

 

$

(115

)

 

$

8,060

 

 

$

3,279

 

 

$

21,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income, GAAP-basis

 

$

54,028

 

 

$

68,323

 

 

$

68,273

 

 

$

200,458

 

 

$

154,518

 

 

Exclude: Notable items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expense notable items

 

 

13,066

 

 

 

1,555

 

 

 

—

 

 

 

16,761

 

 

 

3,970

 

 

Total Other income (expense) notable items

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

557

 

 

Income tax impact from notable items

 

 

(1,444

)

 

 

(945

)

 

 

—

 

 

 

(2,920

)

 

 

53,721

 

 

Net income, excluding notable items

 

$

65,650

 

 

$

68,933

 

 

$

68,273

 

 

$

214,299

 

 

$

212,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin, GAAP-basis

 

 

35.4

%

 

 

41.1

%

 

 

41.0

%

 

 

40.0

%

 

 

41.7

%

 

Notable items as reconciled above

 

 

6.2

 

 

 

0.8

 

 

 

—

 

 

 

2.6

 

 

 

0.7

 

 

Operating margin, excluding notable items

 

 

41.6

%

 

 

41.9

%

 

 

41.0

%

 

 

42.6

%

 

 

42.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS, GAAP-basis

 

$

1.53

 

 

$

1.93

 

 

$

1.84

 

 

$

5.66

 

 

$

4.14

 

 

Notable items as reconciled above

 

 

0.33

 

 

 

0.02

 

 

 

—

 

 

 

0.39

 

 

 

1.56

 

 

Diluted EPS, excluding notable items

 

$

1.86

 

 

$

1.95

 

 

$

1.84

 

 

$

6.05

 

 

$

5.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate, GAAP-basis

 

 

27.8

%

 

 

23.9

%

 

 

27.1

%

 

 

25.3

%

 

 

46.2

%

 

Notable items as reconciled above

 

 

(2.4

)

 

 

0.6

 

 

 

—

 

 

 

(0.4

)

 

 

(19.1

)

 

Effective tax rate, excluding notable
   items

 

 

25.4

%

 

 

24.5

%

 

 

27.1

%

 

 

24.9

%

 

 

27.1

%

 

 

1 Repositioning charges consist of severance included in employee compensation and benefits.

2 Merger-related expenses (previously classified as Other notable items in Q2 2026 and Q1 2026) included in employee compensation and benefits, professional and consulting fees, and general and administrative expenses for the pending merger with Intercontinental Exchange, Inc. for Q3 2026, Q2 2026, and YTD 2026.

3 Acquisition-related activity included in other income (expense) associated with our acquisition of RFQ-hub.

 

 

 

 

 

 

 

Page 13

img55615363_1.jpg

Table 8B: Reconciliation of Operating Leverage, Excluding Notable Items

 

Quarter

 

Year-to-date

$ in thousands, except percentages (unaudited)

 

3Q 2026

 

2Q 2026

 

3Q 2025

 

YTD 2026

 

YTD 2025

 

YoY change in Total revenue, GAAP-basis

 

0.8%

 

-0.5%

 

1.0%

 

4.0%

 

3.6%

 

YoY change in Total expenses, GAAP-basis

 

10.4%

 

0.7%

 

3.0%

 

7.0%

 

4.9%

 

Operating Leverage, GAAP-basis

 

(960)

 bps

(120)

 bps

(200)

bps

(300)

 bps

(130)

bps

YoY change in Total expenses, excluding notable items

 

-0.2%

 

2.7%

 

3.0%

 

3.6%

 

3.7%

 

Operating Leverage, excluding notable items

 

+100

 bps

(320)

 bps

(200)

bps

+40

 bps

(10)

bps

 

Table 9: Reconciliation of Net Income to EBITDA and Net Income Margin to EBITDA Margin

 

 

 

Quarter

 

Year-to-date

 

 

In thousands (unaudited)

 

 

3Q 2026

 

 

2Q 2026

 

 

3Q 2025

 

 

 

YTD 2026

 

 

YTD 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

$

54,028

 

 

$

68,323

 

 

$

68,273

 

 

 

$

200,458

 

 

$

154,518

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

(4,632

)

 

 

(4,692

)

 

 

(5,850

)

 

 

 

(13,632

)

 

 

(18,949

)

 

Interest expense

 

 

 

1,449

 

 

 

1,862

 

 

 

171

 

 

 

 

6,199

 

 

 

523

 

 

Provision for income taxes

 

 

 

20,797

 

 

 

21,439

 

 

 

25,366

 

 

 

 

68,014

 

 

 

132,691

 

 

Depreciation and amortization

 

 

 

19,041

 

 

 

19,309

 

 

 

19,662

 

 

 

 

57,560

 

 

 

57,093

 

 

EBITDA

 

 

$

90,683

 

 

$

106,241

 

 

$

107,622

 

 

 

$

318,599

 

 

$

325,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income margin1

 

 

 

25.7

%

 

 

31.3

%

 

 

32.7

%

 

 

 

30.3

%

 

 

24.3

%

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

(2.2

)

 

 

(2.2

)

 

 

(2.8

)

 

 

 

(2.1

)

 

 

(3.0

)

 

Interest expense

 

 

 

0.7

 

 

 

0.9

 

 

 

0.1

 

 

 

 

0.9

 

 

 

0.1

 

 

Provision for income taxes

 

 

 

9.9

 

 

 

9.8

 

 

 

12.1

 

 

 

 

10.3

 

 

 

20.8

 

 

Depreciation and amortization

 

 

 

9.0

 

 

 

8.8

 

 

 

9.4

 

 

 

 

8.7

 

 

 

9.0

 

 

EBITDA margin2

 

 

 

43.1

%

 

 

48.6

%

 

 

51.5

%

 

 

 

48.1

%

 

 

51.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Net income margin is derived by dividing net income by total revenues for the applicable period.

2 EBITDA margin is derived by dividing EBITDA by total revenues for the applicable period.

 

 

Table 10: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

 

 

 

Quarter

 

Year-to-date

 

 

In thousands (unaudited)

 

 

3Q 2026

 

 

2Q 2026

 

 

3Q 2025

 

 

 

YTD 2026

 

 

YTD 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by/(used in) operating activities

 

 

$

247,327

 

 

$

26,812

 

 

$

90,164

 

 

 

$

198,810

 

 

$

223,507

 

 

Exclude: Net change in trading
   investments

 

 

 

—

 

 

 

—

 

 

 

264

 

 

 

 

-

 

 

 

198

 

 

Exclude: Net change in fail-to-deliver/receive
   from broker-dealers, clearing organizations
   and customers

 

 

 

(149,874

)

 

 

74,132

 

 

 

34,338

 

 

 

 

32,787

 

 

 

90,790

 

 

Less: Purchases of furniture, equipment
   and leasehold improvements

 

 

 

(589

)

 

 

(649

)

 

 

(1,496

)

 

 

 

(1,497

)

 

 

(4,632

)

 

Less: Capitalization of software
   development costs

 

 

 

(11,148

)

 

 

(11,360

)

 

 

(11,494

)

 

 

 

(39,597

)

 

 

(38,035

)

 

Free cash flow

 

 

$

85,716

 

 

$

88,935

 

 

$

111,776

 

 

 

$

190,503

 

 

$

271,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 14

Source: View Original Filing on SEC EDGAR

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