Every material Form 8-K MarketAxess has filed with the SEC since August 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
MarketAxess filed supplemental disclosures to its definitive proxy statement for its proposed merger with Intercontinental Exchange, which stockholders will vote on at a special meeting on October 29, 2026. The company made the additions to address three state court complaints and 15 stockholder demand letters alleging the proxy was incomplete or misleading, while denying the claims and saying no further disclosure is required.
Three stockholder complaints were filed in New York state courts between October 6 and October 15, 2026, seeking to block the merger until more disclosure is made.
As of October 23, 2026, the company had received 15 stockholder demand letters making similar allegations.
The filing discloses that on May 27, 2026, Intercontinental Exchange proposed $175.00 per share in cash, a premium of about 33.6% to the May 27 closing price of $130.94.
MarketAxess reported third-quarter 2026 revenue of $210.4 million, up 1% from a year earlier, while diluted EPS fell to $1.53 from $1.84 as expenses rose 10% and included $13.1 million of merger-related costs. The company withdrew its 2026 annual guidance and medium-term targets, and it declared a $0.78 quarterly dividend, both tied to its pending merger with Intercontinental Exchange, under which shareholders would receive $167.00 in cash per share.
Q3 2026 revenue $210.4 million, up 1%; net income $54.0 million, down 21%; diluted EPS $1.53 vs. $1.84 a year earlier
EPS excluding notable items was $1.86, up 1% from $1.84; operating margin was 35.4%, down 560 basis points
2026 annual guidance and medium-term financial targets withdrawn; earnings conference calls and monthly volume releases suspended
Merger with ICE at $167.00 cash per share; DOJ and FTC granted early termination of the HSR waiting period on October 21, 2026; stockholder approval and other conditions remain
MarketAxess said the US Department of Justice and Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period, effective October 21, 2026. This satisfies the HSR Act condition to close the merger with Intercontinental Exchange, which was announced July 29, 2026. The merger still requires approval by MarketAxess stockholders and other required regulatory approvals.
DOJ and FTC granted early termination of the HSR Act waiting period, effective October 21, 2026
The HSR Act closing condition is now satisfied
Remaining conditions include stockholder approval and other required regulatory approvals
Definitive Proxy Statement was filed with the SEC on September 18, 2026
MarketAxess agreed to be acquired by Intercontinental Exchange (ICE) and released second-quarter 2026 results alongside the deal, with revenue flat year over year at $218.4 million. The company also withdrew its 2026 annual guidance and medium-term financial targets, canceled its earnings call, and suspended its monthly volume releases, so shareholders have no forward outlook from management while the deal is pending.
Q2 2026 total revenues were $218.4 million, flat versus $219.5 million in Q2 2025; net income was $68.3 million versus $71.2 million.
Diluted EPS was $1.93 versus $1.91 a year earlier; excluding notable items, EPS was $1.95 versus $2.00.
The company withdrew its 2026 annual guidance and medium-term financial targets and canceled the earnings call planned for August 7, 2026.
The board declared a $0.78 per share quarterly dividend, payable September 2, 2026 to holders of record on August 19, 2026.
MarketAxess signed a merger agreement on July 29, 2026, under which Intercontinental Exchange will acquire it for $167.00 per share in cash and it will become a wholly owned subsidiary of ICE. The price is a 33% premium to the July 29, 2026 closing price, and the Board unanimously recommended that stockholders approve the deal, which requires a majority of outstanding shares.
Cash consideration of $167.00 per share, a 33% premium to the July 29, 2026 closing price
Press release cites an equity value of about $6.0 billion and an enterprise value of about $5.7 billion
Closing expected in the first half of 2027, subject to stockholder approval, regulatory clearances and customary conditions
Agreement includes no-shop limits on seeking other offers and requires regular quarterly dividends to continue
MarketAxess reported first-quarter 2026 total revenue of $233.4 million, a record and up 12% from a year earlier, with GAAP diluted EPS of $2.20 compared with $0.40 in the prior-year quarter. The company also declared a quarterly dividend of $0.78 per share, payable June 3, 2026 to holders of record on May 20, 2026.
Total revenues were $233.4 million, up 12%, with record total commission revenue of $203 million.
GAAP diluted EPS was $2.20 on net income of $78.1 million; excluding notable items, EPS was $2.25, up 20% from $1.87.
Operating margin was 43.2%, up about 80 basis points from the prior year.
Quarterly dividend of $0.78 per share is payable June 3, 2026 to holders of record as of May 20, 2026; cash and investments were $537.4 million at March 31, 2026, down from $678.9 million at December 31, 2025.
MarketAxess identified a new Chief Technology Officer on February 16, 2026, but has not yet named that person. Chief Information Officer Naineshkumar Panchal's service ends effective April 1, 2026, and the company classifies his separation as a termination without Cause, entitling him to severance subject to a general release of claims.
New Chief Technology Officer identified February 16, 2026; name to be announced in a press release later in Q1 2026
Naineshkumar Panchal's service as Chief Information Officer ends effective April 1, 2026
Separation treated as termination without Cause under his Severance Protection Agreement dated March 1, 2022
Severance payments and benefits are subject to Panchal signing a general release of claims
MarketAxess reported fourth-quarter and full-year 2025 results, with Q4 revenue up 3.5% to $209.4 million and full-year revenue up 4% to $846.3 million. Q4 GAAP diluted EPS of $2.51 was lifted by a notable tax reserve benefit of about $31.3 million, while EPS excluding notable items was $1.68, down 3%. The company also gave 2026 guidance for expenses excluding notable items of $530.0 million to $545.0 million and amended its $750.0 million credit agreement, extending maturity to February 2, 2029.
Q4 2025 total revenues were $209.4 million, up 3.5%; full-year 2025 revenues were $846.3 million, up 4%.
Q4 2025 GAAP diluted EPS was $2.51 versus $1.73 a year earlier; excluding notable items, diluted EPS was $1.68, down 3%.
Full-year 2025 GAAP diluted EPS was $6.64 versus $7.28 in 2024, down 9%; excluding notable items it was $7.39, up 2%.
The Credit Facility matures February 2, 2029; $220.0 million was outstanding as of the filing date.
MarketAxess Holdings said its Board elected Douglas A. Cifu and Kenneth T. Schiciano as directors, effective March 1, 2026. The Board determined both are independent under NASDAQ rules, and committee assignments will be disclosed later.
Board elected Douglas A. Cifu and Kenneth T. Schiciano on January 22, 2026, effective March 1, 2026
Cifu was co-founder of Virtu Financial and served as its CEO from 2013 through July 2025
Schiciano has been a Senior Advisor at TA Associates since July 2022
Committee assignments have not been determined and will be disclosed in an 8-K amendment
MarketAxess reported third-quarter 2025 results on November 7, 2025. Revenue rose 1% to $208.8 million, but net income fell 4% to $68.3 million and diluted EPS fell 3% to $1.84, as expenses rose 3% and U.S. credit commission revenue declined 7%. The company also declared a quarterly dividend of $0.76 per share.
Total revenues of $208.8 million rose 1% year over year; total commission revenue of $180.2 million was flat.
Diluted EPS of $1.84 fell 3%, and GAAP net income of $68.3 million fell 4%.
Total expenses rose 3% to $123.2 million, and U.S. credit commission revenue fell 7%, which management attributed to lower volatility, tighter credit spreads and September issuance.
Quarterly dividend of $0.76 per share is payable December 3, 2025, to holders of record on November 19, 2025.
MarketAxess reported record second-quarter 2025 revenue of $219.5 million, up 11% from a year earlier, and diluted earnings per share of $1.91, up from $1.72. Excluding notable items, EPS was $2.00, up 16%, after $4.0 million in repositioning charges and a $0.6 million acquisition-related charge. The board also declared a $0.76 per share quarterly dividend, payable September 3, 2025, to holders of record on August 20, 2025.
Total revenues rose 11% to a record $219.5 million, including an approximately $2.1 million benefit from foreign currency fluctuations
Diluted EPS of $1.91 compared with $1.72 a year earlier; EPS excluding notable items was $2.00, up 16%
Net income was $71.2 million versus $64.9 million in the prior-year quarter; notable items included $4.0 million in repositioning charges, mainly severance
Quarterly dividend of $0.76 per share, payable September 3, 2025 to stockholders of record as of August 20, 2025
MarketAxess named Dean Berry, currently Group Head of Workflows at London Stock Exchange Group, as Group Chief Operating Officer and Chief Executive Officer of EMEA & APAC. He is expected to start in the fourth quarter of 2025 and will act as the company's principal operating officer for SEC filing purposes, with oversight of global operations, risk, product and technology. The filing details a base salary of GBP 560,000 and several one-time awards to offset compensation he would forfeit at his current employer.
Start date expected in Q4 2025; based in London and will report to CEO Chris Concannon
Base salary of GBP 560,000 and target 2026 year-end cash incentive of GBP 840,000
One-time cash lost opportunity award of GBP 500,000 and cash make-whole award of GBP 500,000
Equity awards include a GBP 1.8 million annual target grant value, a GBP 1.563 million lost opportunity award and a GBP 3.437 million make-whole award
MarketAxess reported first-quarter 2025 revenue of $208.6 million, down 1% from a year earlier, and GAAP diluted EPS of $0.40, down from $1.92. The drop reflects a $54.9 million reserve for uncertain tax positions tied to prior periods, and the company raised its full-year 2025 GAAP effective tax rate guidance to 41.0% to 42.0%, which lowers expected earnings for shareholders. The company also declared a $0.76 quarterly dividend.
Total revenues of $208.6 million, down 1% from $210.3 million in 1Q24; total credit commission revenue fell 3%.
GAAP diluted EPS of $0.40 on net income of $15.1 million; EPS was $1.87 excluding the $54.9 million tax reserve, per the company's non-GAAP measure.
Full-year 2025 GAAP effective tax rate guidance raised to 41.0% to 42.0% from 23.5% to 24.5%.
Quarterly dividend of $0.76 per share, payable June 4, 2025 to holders of record on May 21, 2025.
MarketAxess reported fourth-quarter 2024 revenue of $202.4 million, up 3% from a year earlier, while net income fell 6% to $65.1 million and diluted EPS fell 6% to $1.73. For the full year, revenue rose 9% to $817.1 million and diluted EPS rose 6% to $7.28, and the company guided 2025 expenses to $505.0 million to $525.0 million. The board also declared a quarterly dividend of $0.76 per share.
Q4 2024 total revenue of $202.4 million, up 3%; net income of $65.1 million, down 6%
Full year 2024 total revenue of $817.1 million, up 9%; diluted EPS of $7.28, up 6%
Quarterly cash dividend of $0.76 per share, payable March 5, 2025 to holders of record on February 19, 2025
2025 expense guidance of $505.0 million to $525.0 million; midpoint implies an increase of approximately 8%
MarketAxess's board elected Roberto Hoornweg as a director on January 23, 2025, effective March 1, 2025. The board found him independent under NASDAQ rules and appointed him to its Risk Committee and Finance Committee. The filing describes a board addition and does not report any change to the company's financial results or outlook.
Board elected Roberto Hoornweg on January 23, 2025; service begins March 1, 2025
Appointed to the Risk Committee and Finance Committee, effective March 1, 2025
Most recently Co-Head, Corporate & Investment Banking at Standard Chartered, appointed April 2024
Company says he will receive the same compensation structure as other non-employee directors
MarketAxess reported third-quarter 2024 revenue of $206.7 million, up 20% from a year earlier, and diluted earnings per share of $1.90, up 30%. The company also said Executive Chairman Rick McVey, its founder, will retire effective December 31, 2024, and Carlos Hernandez will become chairman on January 1, 2025.
Q3 2024 total revenues of $206.7 million, up 20%; net income of $71.5 million and diluted EPS of $1.90, up 30%
Rick McVey retires as executive chairman and director effective December 31, 2024; he will stay as chairman of MarketAxess Limited
Carlos Hernandez to become chairman of the Board effective January 1, 2025; Nancy Altobello stops serving as Lead Independent Director on that date
Quarterly cash dividend of $0.74 per share, payable December 4, 2024 to holders of record on November 20, 2024
MarketAxess reported second-quarter 2024 revenue of $197.7 million, up 10%, and diluted earnings per share of $1.72, up from $1.59 a year earlier. The company also approved a new $200.0 million share repurchase program, which together with $50.0 million remaining under its existing program brings total authorization to $250.0 million, and declared a $0.74 quarterly dividend.
Total revenues $197.7 million, up 10%; net income $64.9 million vs $59.9 million in the prior-year quarter
Diluted EPS $1.72 vs $1.59; prior-year quarter included a negative $0.04 per share impact from foreign currency and investment losses
New $200.0 million repurchase authorization, plus $50.0 million remaining, for $250.0 million total as of August 6, 2024
Quarterly dividend of $0.74 per share payable September 4, 2024 to holders of record as of August 21, 2024
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