Form 8-K

8-K — MARKETAXESS HOLDINGS INC

Accession: 0001193125-26-324950

Filed: 2026-07-30

Period: 2026-07-30

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 — d121662d8k.htm (Primary)

EX-99.1 (d121662dex991.htm)

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8-K

8-K (Primary)

Filename: d121662d8k.htm · Sequence: 1

8-K

MARKETAXESS HOLDINGS INC false 0001278021 0001278021 2026-07-30 2026-07-30

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): July 30, 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 July 30, 2026, MarketAxess Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for its second quarter ended June 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 July 30, 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 September 2, 2026 to stockholders of record as of the close of business on August 19, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1

Press Release issued by MarketAxess Holdings Inc. on July 30, 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: July 30, 2026

By:

/s/ Ilene Fiszel Bieler

Name: Ilene Fiszel Bieler

Title: Chief Financial Officer

EX-99.1

Filename: d121662dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

MarketAxess Reports Second Quarter 2026 Financial Results

EPS of $1.93; $1.95 Excluding Notable Items1

Record Services Revenue2 and 9% Revenue Growth Outside U.S. Credit Underscore

Progress in Strategic Channels

11% Increase in Block Trading ADV with Strong Growth in Emerging Markets and U.S. Credit Block

ADVs

33% Increase in Portfolio Trading ADV to Record $2.0 Billion with Records in U.S. Credit and Municipal Bonds

NEW YORK | July 30, 2026 - MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income

securities, today announced financial results for the second quarter ended June 30, 2026.

2Q26 Select Financial and Operational Highlights*

•

Total revenues of $218.4 million were relatively flat compared to the prior year, which benefited from elevated

levels of event-driven market volatility.

— 3% decline in total commission revenue to $186.9 million, driven

by a 9% decline in U.S. credit, partially offset by a 6% increase in emerging markets commission revenue.

— 14% growth in services revenue2 to

record $31.5 million.

— 9% growth in revenue outside U.S. credit.

•

Continued progress with our key initiatives across our strategic channels:

— Client-Initiated

Channel - 11% increase in block trading average daily volume (“ADV”) to $5.9 billion, including U.S. credit (+8%) and emerging markets (+24%).

— Portfolio Trading

Channel - 33% increase in total portfolio trading ADV to a record $2.0 billion with record U.S. high-grade (+41%), record U.S. high-yield (+93%),

record municipal bonds (+154%), and emerging markets (+44%).

— Dealer-Initiated Channel - 3% decrease in dealer-initiated ADV to

$1.7 billion, partially offset by a 151% increase in Mid-X ADV to record levels.

•

Total expenses of $128.5 million increased 1%; total expenses, excluding notable items,1 of $127.0 million increased 3%, reflecting continued expense discipline.

•

Operating margin of 41.1% decreased 80 basis points; operating margin, excluding notable items,1 of 41.9% decreased 180 basis points.

•

Diluted earnings-per-share (“EPS”) of $1.93 on net

income of $68.3 million, compared to $1.91 and $71.2 million in the prior year, respectively; EPS of $1.95 on net income of $68.9 million, each excluding

notable items.1

* All comparisons versus 2Q25

Chris Concannon, CEO of MarketAxess, commented:

“Following this morning’s announcement that MarketAxess and

Intercontinental Exchange (NYSE: ICE) have entered into a definitive agreement for ICE to acquire MarketAxess, we have elected to release our second quarter 2026 financial results today.

In a quarter marked by lower market volatility and elevated levels of new issuance, we

delivered solid results that demonstrate the growing client adoption of our new solutions across each of our strategic channels. We continue to expand our block trading footprint in the client-initiated channel, enhance portfolio trading for clients

and build on the early success in Mid-X.

the first half of 2026, our continued investments, expense discipline and capital management contributed to 6% revenue growth and solid earnings growth year-over-year, while supporting healthy operating margins.”

Table 1: 2Q26 Select Financial Results

Quarter

% Change

Year-to-date

% Change

$ in millions, except per share data (unaudited)

2Q 2026

1Q 2026

2Q 2025

QoQ

YoY

YTD 2026

YTD 2025

YoY

Selected GAAP-basis financial results

Revenues

218

233

219

)

—

452

428

Expenses

129

132

128

)

261

248

Operating margin

41.1

43.2

41.9

(210

)

bps

(80

)

bps

42.2

42.1

+10

bps

Net Income

(13

)

146

Diluted EPS

1.93

2.20

1.91

(12

)

4.13

2.31

Net Income Margin

31.3

33.5

32.4

(220

)

bps

(110

)

bps

32.4

20.1

+1230

bps

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

Revenues

218

233

219

)

—

452

428

Expenses

127

130

124

)

257

244

Operating margin

41.9

44.2

43.7

(230

)

bps

(180

)

bps

43.0

—

bps

Net Income

(14

)

149

144

Diluted EPS

1.95

2.25

2.00

(13

)

4.19

3.87

Other Non-GAAP financial measures

EBITDA3

106

122

111

(13

)

228

218

EBITDA Margin3

48.6

52.1

50.5

(350

)

bps

(190

)

bps

50.4

51.0

(60

)

bps

NM - not meaningful

2Q26 Overview of Results

Table 1A: Notable Items1

Quarter

Year-to-date

2Q 2026

1Q 2026

2Q 2025

YTD 2026

YTD 2025

$ in millions, except per share data (unaudited)

Repositioning charges

—

1.5

4.0

1.5

4.0

Other notable items

1.6

0.7

—

2.2

—

Acquisition-related charge/(credit)

—

0.6

—

0.6

Notable items (pre-tax)

1.6

2.2

4.6

3.7

4.6

Income tax impact from notable items

(0.4

)

(0.5

)

(1.2

)

(0.9

)

(1.2

)

Non-deductible income tax from notable items

0.6

—

0.6

—

Reserve for uncertain tax positions related to prior periods

(1.1

)

—

(1.1

)

54.9

Total notable items

0.7

1.7

3.4

2.3

58.3

EPS impact

0.02

0.05

0.09

0.06

1.56

Notable Items1

•

Notable items in 2Q26 include $1.6 million of legal-related expenses and a benefit to

the reserve for uncertain tax positions of $1.1 million related to prior periods.

Revenue

•

Total revenues of $218.4 million was relatively flat compared to the prior year, which

benefited from elevated levels of event-driven market volatility.

Commission Revenue

Table 1B: 2Q26 Variable Transaction Fees Per Million (FPM)

Quarter

% Change

Year-to-date

% Change

2Q 2026

1Q 2026

2Q 2025

QoQ

YoY

YTD 2026

YTD 2025

YoY

AVG. VARIABLE TRANS. FEE PER MILLION (FPM)

Total Credit

129

132

138

)

130

139

)

Total Rates

4.96

4.68

4.03

4.81

4.11

Page 2

Credit

•

Total credit commission revenue of $168.4 million (including

$34.1 million in fixed-distribution fees) decreased $8.1 million, or 5%, compared to $176.6 million (including $33.6 million in

fixed-distribution fees) in the prior year. Total credit ADV remained relatively flat compared with the prior year. The 5% decrease in total credit commission revenue was primarily driven by a 9% decrease in U.S. credit commission

revenue, partially offset by growth in emerging markets and higher fixed distribution fees. The decline in 2Q26 total credit FPM year-over-year was driven by protocol and product mix, as well as lower duration of bonds traded in U.S. high-grade.

Rates

•

Total rates commission revenue of $8.1 million was relatively flat compared to the

prior year.

Other

•

Total other commission revenue of $10.3 million increased

$3.2 million, or 46%, compared to the prior year, primarily driven by the inclusion of RFQ-hub beginning in May 2025.

Services Revenue

•

Record services revenue2 of

$31.5 million increased $3.8 million, or 14%, compared to the prior year.

Information Services

—

Information services revenue of $16.1 million increased

$3.0 million, or 23%, compared to the prior year. The increase was principally driven by net new contract revenue.

Post-trade Services

—

Post-trade services revenue of $11.6 million increased

$0.5 million, or 5%, compared to the prior year principally driven by net new contract revenue.

Technology Services

—

Total technology services revenue of $3.8 million increased

$0.3 million, or 8%, compared to the prior year principally driven by higher connectivity and licensing fees reflecting the inclusion of RFQ-hub.

Expenses

•

Total expenses of $128.5 million increased 1% from the prior year. Total

expenses, excluding notable items,1 of $127.0 million increased 3% from the prior year.

Non-Operating

•

Other Income (Expense): Other income was $(0.1) million, down from

$5.6 million in the prior year. The decrease was largely driven by lower interest income resulting from lower average cash balances and lower yields driven by central bank rate cuts, higher interest expense mainly due to

borrowings on the Company’s credit facility, along with cash on hand, to fund the accelerated stock repurchase agreement (the “ASR”) that settled in the first quarter of 2026, as well as foreign currency transaction losses in the

current year as compared to foreign currency transaction gains in the prior year.

•

Tax rate: The effective tax rate was 23.9%, compared to 26.9% in the prior year. The

effective tax rate excluding notable items1 was 24.5%, compared to 26.9% in the prior year.

Page 3

Capital

•

The Company had $404.8 million in cash, cash equivalents, corporate bond investments

and U.S. Treasury investments as of June 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 half of 2026, including cash used to pay down borrowings under the revolving credit facility, and quarterly dividend payments, in

addition to an increase in net receivables from broker-dealers, clearing organizations and customers, partially offset by cash generated from operating activities. The Company had $112.0 million in borrowings outstanding

under the Company’s credit facility as of June 30, 2026, as compared to $220.0 million in borrowings outstanding as of December 31, 2025. As of

July 29, 2026, the Company had $92.0 million in borrowings outstanding under the Company’s credit facility.

•

As of July 29, 2026, $205 million remained under the Board of

Directors’ share repurchase authorizations.

•

The Board declared a quarterly cash dividend of $0.78 per share, payable on

September 2, 2026 to stockholders of record as of the close of business on August 19, 2026.

Other

•

Employee headcount was 863 as of June 30, 2026, compared to 881 as of June 30,

2025, and 859 as of March 31, 2026.

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 Table 6 for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

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

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 7 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 non-recurring and outside of the Company’s normal course of business or other notables, such as acquisition and restructuring charges or gains/losses on sales (collectively, “notable

items”). 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 6, 7 & 8

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.

Cancelation of Earnings Conference Call & Suspension of Guidance and Volumes Releases

MarketAxess also announced today that it has entered into a definitive merger agreement to be acquired by Intercontinental Exchange,

Inc. (“ICE”). A copy of the press release can be found by visiting the Investor Relations section of the MarketAxess corporate website at http://investor.marketaxess.com. In light of the announced transaction with ICE,

MarketAxess has suspended the practice of hosting an earnings conference call, including the conference call previously announced to take place on Friday, August 7, 2026. Further, MarketAxess has suspended the practice of issuing guidance and

is withdrawing its previously announced 2026 annual guidance as well as its medium-term financial targets. Finally, MarketAxess is suspending its practice of issuing monthly volumes press releases.

Page 4

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, 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; issues related to the development and use of artificial intelligence; our ability to

Page 5

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

June 30,

Six Months Ended

June 30,

In thousands, except per share data (unaudited)

2026

2025

% Change

2026

2025

% Change

Revenues

Commissions

186,895

191,770

390,366

373,113

Information services

16,094

13,087

30,539

25,991

Post-trade services

11,598

11,076

23,205

22,164

Technology services

3,828

3,529

7,685

6,770

Total revenues

218,415

219,462

—

451,795

428,038

Expenses

Employee compensation and benefits

62,182

65,237

)

132,377

127,153

Depreciation and amortization

19,309

19,195

38,519

37,431

Technology and communications

21,508

19,421

41,868

37,469

Professional and consulting fees

7,973

7,190

14,349

13,600

Occupancy

3,982

3,753

7,801

7,375

Marketing and advertising

3,442

2,952

5,776

5,013

Clearing costs

4,359

4,447

)

8,785

8,632

General and administrative

5,783

5,403

11,522

11,119

Total expenses

128,538

127,598

260,997

247,792

Operating income

89,877

91,864

)

190,798

180,246

Other income (expense)

Interest income

4,692

5,930

(21

)

9,000

13,099

(31

)

Interest expense

(1,862

)

(139

)

(4,750

)

(352

)

Equity in earnings of unconsolidated affiliate

—

168

(100

)

—

457

(100

)

Other, net

(2,945

)

(407

)

(1,401

)

120

Total other income (expense)

(115

)

5,552

(102

)

2,849

13,324

(79

)

Income before income taxes

89,762

97,416

)

193,647

193,570

—

Provision for income taxes

21,439

26,236

(18

)

47,217

107,325

(56

)

Net income

68,323

71,180

)

146,430

86,245

Less: income attributable to noncontrolling interest

(218

)

(31

)

(443

)

(31

)

Net income available for common stockholders

68,105

71,149

)

145,987

86,214

Per Share Data:

Net income per common share

Basic

1.93

1.91

4.14

2.31

Diluted

1.93

1.91

4.13

2.31

Cash dividends declared per common share

0.78

0.76

1.56

1.52

Weighted-average common shares:

Basic

35,203

37,210

35,252

37,299

Diluted

35,242

37,298

35,314

37,377

NM - not meaningful

Page 8

Table 3: Commission Revenue Detail

Three Months Ended June 30,

Six Months Ended June 30,

In thousands, except fee per million data (unaudited)

2026

2025

% Change

2026

2025

% Change

Variable transaction fees

Credit

134,340

142,977

284,687

278,817

Rates

8,049

8,035

—

16,971

14,954

Other

10,309

7,061

21,006

12,293

Total variable transaction fees

152,698

158,073

)

322,664

306,064

Fixed distribution fees

Credit

34,106

33,616

67,509

66,881

Rates

193

168

Total fixed distribution fees

34,197

33,697

67,702

67,049

Total commission revenue

186,895

191,770

)

390,366

373,113

Average variable transaction fee per million

Credit

129

138

130

139

Rates

4.96

4.03

4.81

4.11

Table 4: Trading Volume Detail*

Three Months Ended June 30,

In millions (unaudited)

2026

2025

% Change

Volume

ADV

Volume

ADV

Volume

ADV

Credit

High-grade

461,087

7,437

481,090

7,760

High-yield

96,701

1,560

104,897

1,692

)

Emerging markets

278,991

4,500

249,091

4,018

Eurobonds

164,600

2,698

160,873

2,681

Other credit

40,716

657

39,965

644

Total credit trading

1,042,095

16,852

1,035,916

16,795

—

Rates

U.S. government bonds

1,494,713

24,108

1,906,892

30,756

(22

)

(22

)

Agency and other government bonds 3

128,907

2,113

87,625

1,458

Total rates trading

1,623,620

26,221

1,994,517

32,214

(19

)

(19

)

Total trading

2,665,715

43,073

3,030,433

49,009

(12

)

(12

)

Number of U.S. Trading

Days1

Number of U.K. Trading

Days2

Six Months Ended June 30,

In millions (unaudited)

2026

2025

% Change

Volume

ADV

Volume

ADV

Volume

ADV

Credit

High-grade

972,579

7,907

942,398

7,662

High-yield

197,110

1,603

194,894

1,585

Emerging markets

590,916

4,804

489,376

3,979

Eurobonds

342,762

2,764

308,790

2,510

Other credit

80,902

658

76,447

621

Total credit trading

2,184,269

17,736

2,011,905

16,357

Rates

U.S. government bonds

3,294,863

26,788

3,488,973

28,366

)

Agency and other government bonds 3

234,420

1,892

153,450

1,248

Total rates trading

3,529,283

28,680

3,642,423

29,614

)

Total trading

5,713,552

46,416

5,654,328

45,971

Number of U.S. Trading

Days1

123

Number of U.K. Trading

Days2

124

123

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

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

Agency and other government bonds volume and ADV reported for the three and six months ended June 30, 2026

in this earnings release reflect the correction of amounts previously reported most recently in the June 2026 trading volume statistics reported on July 7, 2026.

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.

Page 9

Table 5: Consolidated Condensed Balance Sheet Data

As of

In thousands (unaudited)

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

245,794

519,734

Cash segregated under federal regulations

49,390

48,722

Investments, at fair value

171,067

170,677

Accounts receivable, net

133,786

100,989

Receivables from broker-dealers, clearing organizations and customers

1,228,453

489,211

Goodwill

283,667

Intangible assets, net of accumulated amortization

100,245

110,629

Furniture, equipment, leasehold improvements and capitalized software, net

111,362

112,431

Operating lease

right-of-use assets

50,620

51,854

Prepaid expenses and other assets

47,829

46,972

Total assets

2,422,213

1,934,886

Liabilities and stockholders’ equity

Liabilities

Accrued employee compensation

46,747

73,879

Payables to broker-dealers, clearing organizations and customers

863,546

325,959

Borrowings

115,914

220,000

Income and other tax liabilities

37,418

49,267

Accounts payable, accrued expenses and other liabilities

42,232

42,584

Operating lease liabilities

62,999

64,938

Total liabilities

1,168,856

776,627

Redeemable noncontrolling interest

14,441

12,592

Stockholders’ equity

Common stock

123

Additional paid-in capital

374,229

305,923

Treasury stock

(752,333

)

(694,764

)

Retained earnings

1,629,214

1,538,746

Accumulated other comprehensive income/(loss)

(12,317

)

(4,361

)

Total stockholders’ equity

1,238,916

1,145,667

Total liabilities, redeemable noncontrolling interest and stockholders’

equity

2,422,213

1,934,886

Page 10

Table 6: Reconciliation of Notable Items

Quarter

Year-to-date

$ in thousands, except per share data (unaudited)

2Q 2026

1Q 2026

2Q 2025

YTD 2026

YTD 2025

Total Expenses, GAAP-basis

128,538

132,459

127,598

260,997

247,792

Exclude: Notable items

Repositioning charges1

—

(1,484

)

(3,970

)

(1,484

)

(3,970

)

Other notable items2

(1,555

)

(656

)

—

(2,211

)

—

Total Expenses, excluding notable items

126,983

130,319

123,628

257,302

243,822

Other income (expense), GAAP-basis

(115

)

2,964

5,552

2,849

13,324

Exclude: Notable items

Acquisition-related charge/(credit)2

—

557

—

557

Other income (expense), excluding notable items

(115

)

2,964

6,109

2,849

13,881

Net income, GAAP-basis

68,323

78,107

71,180

146,430

86,245

Exclude: Notable items

Repositioning charges1

—

1,484

3,970

1,484

3,970

Other notable items2

1,555

656

—

2,211

—

Acquisition-related charge/(credit)2

—

557

—

557

Income tax impact from notable items

(389

)

(531

)

(1,218

)

(920

)

(1,218

)

Reserve for uncertain tax positions related to prior periods

(1,109

)

—

(1,109

)

54,939

Non-deductible income tax from notable items

553

—

553

—

Net income, excluding notable items

68,933

79,716

74,489

148,649

144,493

Operating margin, GAAP-basis

41.1

43.2

41.9

42.2

42.1

Notable items as reconciled above

0.8

1.0

1.8

0.8

0.9

Operating margin, excluding notable items

41.9

44.2

43.7

43.0

Diluted EPS, GAAP-basis

1.93

2.20

1.91

4.13

2.31

Notable items as reconciled above

0.02

0.05

0.09

0.06

1.56

Diluted EPS, excluding notable items

1.95

2.25

2.00

4.19

3.87

Effective tax rate, GAAP-basis

23.9

24.8

26.9

24.4

55.4

Notable items as reconciled above

0.6

—

0.3

(28.3

)

Effective tax rate, excluding notable items

24.5

24.8

26.9

24.7

27.1

Repositioning charges consist of severance included in employee compensation and benefits

Consists of legal expenses included in professional and consulting

Page 11

Table 7: Reconciliation of Net Income to EBITDA and Net Income Margin to EBITDA Margin

Quarter

Year-to-date

In thousands (unaudited)

2Q 2026

1Q 2026

2Q 2025

YTD 2026

YTD 2025

Net income

68,323

78,107

71,180

146,430

86,245

Add back:

Interest income

(4,692

)

(4,308

)

(5,930

)

(9,000

)

(13,099

)

Interest expense

1,862

2,888

139

4,750

352

Provision for income taxes

21,439

25,778

26,236

47,217

107,325

Depreciation and amortization

19,309

19,210

19,195

38,519

37,431

EBITDA

106,241

121,675

110,820

227,916

218,254

Net income margin1

31.3

33.5

32.4

20.1

Add back:

Interest income

(2.2

)

(1.8

)

(2.7

)

(2.0

)

(3.1

)

Interest expense

0.9

1.2

0.1

1.0

0.1

Provision for income taxes

9.8

11.0

12.0

10.5

25.1

Depreciation and amortization

8.8

8.2

8.7

8.5

8.8

EBITDA margin2

48.6

52.1

50.5

50.4

51.0

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

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

Table 8: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Quarter

Year-to-date

In thousands (unaudited)

2Q 2026

1Q 2026

2Q 2025

YTD 2026

YTD 2025

Net cash (used in)/provided by operating activities

26,812

(75,329

)

103,714

(48,517

)

133,343

Exclude: Net change in trading investments

—

(66

)

—

(66

)

Exclude: Net change in

fail-to-deliver/receive from broker-dealers, clearing organizations and customers

74,132

108,529

22,053

182,661

56,452

Less: Purchases of furniture, equipment and leasehold improvements

(649

)

(259

)

(1,206

)

(908

)

(3,136

)

Less: Capitalization of software development costs

(11,360

)

(17,089

)

(11,510

)

(28,449

)

(26,541

)

Free cash flow

88,935

15,852

112,985

104,787

160,052

Page 12

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