Every material Form 8-K MarketAxess filed with the SEC in 2026, 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2026 annual guidance and medium-term financial targets withdrawn; earnings conference calls and monthly volume releases suspended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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every MarketAxess filing is on SEC EDGAR ↗. 8-K briefs of other companies →