Form 8-K

8-K — MARKETAXESS HOLDINGS INC

Accession: 0001193125-26-429420

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0001278021

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mktx-20261023.htm (Primary)

EX-99.1 (mktx-ex99_1.htm)

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8-K

8-K (Primary)

Filename: mktx-20261023.htm · Sequence: 1

8-K

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

EX-99.1

Filename: mktx-ex99_1.htm · Sequence: 2

EX-99.1

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."

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

)

662

637

Expenses

136

129

123

397

371

Operating margin

35.4

41.1

41.0

(570

)

bps

(560

)

bps

40.0

41.7

(170

)

bps

Net income

(21

)

(21

)

200

155

Diluted EPS

1.53

1.93

1.84

(21

)

(17

)

5.66

4.14

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

)

662

637

Expenses

123

127

123

)

—

380

367

Operating margin

41.6

41.9

41.0

(30

)

bps

+60

bps

42.6

42.4

+20

bps

Net income

)

214

213

Diluted EPS

1.86

1.95

1.84

)

6.05

5.70

Other Non-GAAP financial measures

EBITDA3

106

108

(15

)

(16

)

319

326

)

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

)

129

139

)

Total Rates

4.89

4.96

4.21

)

4.83

4.14

Page 2

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

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.

Page 4

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;

Page 5

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.

# # #

Page 6

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

Page 7

Table 2: Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

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

Information services

15,172

13,785

45,711

39,776

Post-trade services

11,444

11,293

34,649

33,457

Technology services

3,868

3,572

11,553

10,342

Total revenues

210,407

208,821

662,202

636,859

Expenses

Employee compensation and benefits

63,425

59,982

195,802

187,135

Depreciation and amortization

19,041

19,662

)

57,560

57,093

Technology and communications

22,056

19,961

63,924

57,430

Professional and consulting fees

14,699

7,382

29,048

20,982

Occupancy

3,919

3,859

11,720

11,234

Marketing and advertising

2,145

2,349

)

7,921

7,362

Clearing costs

4,240

3,948

13,025

12,580

General and administrative

6,487

6,099

18,009

17,218

Total expenses

136,012

123,242

397,009

371,034

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

)

(6,199

)

(523

)

Equity in earnings of

unconsolidated affiliate

—

457

Other, net

(2,753

)

2,381

(4,154

)

2,501

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

)

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

Less: income attributable to

noncontrolling interest

(170

)

(97

)

(613

)

(128

)

Net income available for common

stockholders

53,858

68,176

(21

)

199,845

154,390

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

Page 8

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

)

411,078

409,628

Rates

8,827

6,549

25,798

21,503

Other

9,816

8,589

30,822

20,882

Total variable transaction fees

145,034

145,949

)

467,698

452,013

Fixed distribution fees

Credit

34,801

34,137

102,310

101,018

Rates

281

253

Total fixed distribution fees

34,889

34,222

102,591

101,271

Total commission revenue

179,923

180,171

—

570,289

553,284

Average variable transaction fee

per million

Credit

127

140

)

129

139

)

Rates

4.89

4.21

4.83

4.14

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

High-grade (incl. SD PT)1

481,445

7,523

434,126

6,783

High-yield (excl. SD PT)1

93,988

1,469

86,228

1,347

High-yield (incl. SD PT)1

108,286

1,692

99,623

1,557

Emerging markets

255,299

3,989

243,387

3,803

Eurobonds

144,938

2,230

142,772

2,196

Other credit2

47,689

745

40,336

631

Municipal bonds

47,679

745

40,293

630

Total credit trading (excl. SD PT)1

997,632

15,554

932,426

14,535

Rates

U.S. government bonds

1,703,289

26,614

1,480,317

23,130

Agency and other government bonds

103,388

1,591

75,714

1,166

Total rates trading

1,806,677

28,205

1,556,031

24,296

Total trading (excl. SD PT)1

2,804,309

43,759

2,488,457

38,831

Number of U.S. Trading Days3

Number of U.K. Trading Days4

Page 9

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

High-grade (incl. SD PT)1

1,505,750

8,052

1,401,866

7,497

High-yield (excl. SD PT)1

291,098

1,557

281,122

1,503

High-yield (incl. SD PT)1

334,734

1,790

302,458

1,617

Emerging markets

846,215

4,525

732,763

3,919

Eurobonds

487,700

2,580

451,562

2,402

Other credit2

128,591

688

116,783

625

Municipal bonds

128,564

688

116,423

623

Total credit trading (excl. SD PT)1

3,181,901

16,988

2,944,331

15,733

Rates

U.S. government bonds

4,998,152

26,728

4,969,290

26,574

Agency and other government bonds

337,808

1,787

229,164

1,218

Total rates trading

5,335,960

28,515

5,198,454

27,792

Total trading (excl. SD PT)1

8,517,861

45,503

8,142,785

43,525

Number of U.S. Trading Days3

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)

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

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)

Emerging Markets Block Trading

1,793

2,019

1,553

(11)

Eurobonds Block Trading

421

503

364

(16)

Portfolio Trading Channel

Total MKTX Portfolio Trading

1,879

1,970

1,375

(5)

Total MKTX U.S. Credit Portfolio Trading

1,579

1,692

1,140

(7)

Total U.S. Credit TRACE Portfolio Trading

8,029

8,218

5,962

(2)

Dealer-Initiated Channel

Total Dealer Initiated (DRFQ & Mid-X)

1,539

1,742

1,516

(12)

Other

Open Trading

4,867

5,135

4,349

(5)

AxessIQ

186

183

163

U.S. Trading Days1

U.K. Trading Days2

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

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

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

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

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

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

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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