MKTX

• Under the agreement, each MarketAxess share will be converted into the right to receive $167.00 in cash.
• The merger is subject to stockholder approval, regulatory clearances, and other customary closing conditions.
• The transaction is expected to close by July 29, 2027, with possible extensions for regulatory approvals.
• The boards of both companies have approved the merger, and MarketAxess's board recommends stockholders vote in favor.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Diluted EPS was $1.93 on net income of $68.3 million, compared to $1.91 and $71.2 million in the prior year; excluding notable items, EPS was $1.95 on net income of $68.9 million.
• Block trading ADV increased 11% to $5.9 billion, and portfolio trading ADV increased 33% to a record $2.0 billion.
• The Board declared a quarterly cash dividend of $0.78 per share, payable on September 2, 2026, to stockholders of record as of August 19, 2026.
• MarketAxess has suspended its earnings conference call, guidance, and monthly volumes releases due to the announced acquisition by Intercontinental Exchange (ICE).

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• All 12 director nominees were elected, with each receiving between 29.3 million and 30.7 million votes for; William F. Cruger received the most against votes (1,431,155).
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026, with 30,900,982 votes for and 1,018,139 against.
• The advisory say-on-pay proposal passed with 30,009,045 votes for and 677,528 against.
• A stockholder proposal to change the special stockholder meeting right was defeated, with 8,729,100 for and 21,935,501 against.
• The filing was made under Item 5.07 to report the final voting results of these four proposals.

5.07 Submission of Matters to a Vote of Security Holders

• Total revenue rose 12% to a record $233.4 million in Q1 2026, driven by 20% growth in revenue outside U.S. credit products.
• Block trading ADV increased 35% to a record $6.6 billion, and portfolio trading ADV rose 51% to a record $1.9 billion.
• The company declared a quarterly dividend of $0.78 per share, payable June 3, 2026.
• Completed a $300 million accelerated stock repurchase, reducing share count by approximately 6%.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Naineshkumar Panchal's service as Chief Information Officer will end effective April 1, 2026.
• Panchal's separation is a termination without 'Cause' under his Severance Protection Agreement dated March 1, 2022.
• Panchal will receive severance payments and benefits per the agreement, subject to his execution of a general release of claims.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The company reported record total revenues of $846.3 million for 2025, a 4% increase, with record revenue outside U.S. credit of $406 million (up 10%).
• Fourth quarter 2025 diluted EPS was $2.51 on net income of $92.4 million; excluding notable items, diluted EPS was $1.68.
• The Board declared a quarterly cash dividend of $0.78 per share, payable March 4, 2026, to stockholders of record as of Feb 18, 2026.
• As of Dec 31, 2025, the company had $220.0 million in borrowings outstanding under the credit facility, up from zero a year earlier.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On January 22, 2026, the Board elected Douglas A. Cifu and Kenneth T. Schiciano as directors, effective March 1, 2026.
• Committee assignments will be announced later via an amendment to this 8-K.
• Cifu is co-founder of Virtu Financial and former CEO (2013–July 2025); Schiciano is a Senior Advisor at TA Associates.
• They will receive the same compensation as other non-employee directors, per the April 23, 2025 proxy statement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Board authorized an additional $400 million share repurchase, bringing total authorization to $505 million including $105 million remaining.
• The company plans a $300 million accelerated stock repurchase with JPMorgan Chase Bank, funded by $80 million cash and $220 million credit facility borrowings.
• Approximately $240 million of shares are expected at ASR onset, with final settlement in Q1 2026; $205 million authorization will remain.
• The announcement was furnished under Regulation FD via a press release and will be discussed at the Goldman Sachs conference fireside chat.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits