Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-02-20 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Cboe incorporates herein by reference the discussion set forth in Note 21 ("Income Taxes") and Note 23 ("Commitments, Contingencies, and Guarantees") of the consolidated financial statements included herein. OEMS Disapproval Order Challenge On February 13, 2024, Cboe Options filed a proposal to adopt a new rule regarding OEMS. The proposed new rule provided that an exchange-affiliated OEMS that satisfies criteria (designed to ensure the OEMS is acting independently from the exchange) is not a facility of the exchange, and therefore not subject to the rule filing requirements of Section 19(b) of the Exchange Act. The objective of the proposed rule was to improve competition within the OEMS market and ultimately benefit investors. On October 31, 2024, the SEC issued an order disapproving Cboe Options’ proposal. On December 26, 2024, Cboe Options filed a Petition for Review (“PFR”) of the SEC’s disapproval order in the Court of Appeals for the Seventh Circuit (the “7th Circuit”). The briefing on the merits concluded on June 20, 2025, and oral argument was held on November 4, 2025. On November 26, 2025, the parties filed a voluntary stipulation with the 7th Circuit to end the litigatio… Item 9A · ICFR · Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, 2025, internal control over financial reporting is effective. Item 9A · disclosure controls · Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective. | ||||||
| 2024-12-31 | 2025-02-21 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Cboe incorporates herein by reference the discussion set forth in Note 21 ("Income Taxes") and Note 23 ("Commitments, Contingencies, and Guarantees") of the consolidated financial statements included herein. Equity Access Fees Cap Challenge In December 2022, the SEC released four equity market structure proposals, including one concerning Regulation NMS Amendments: Tick Size, Access Fees, and Transparency. On October 8, 2024, the SEC promulgated Final Rules concerning Reg NMS to amend the minimum pricing increments for the quoting of certain NMS stocks, reduced the access fee caps and enhance the transparency of better priced orders (“Final Rules”). Among other things, the Final Rules reduce the access fee cap from $0.30 per 100 shares to $0.10 per 100 shares. On October 30, 2024, the Company and the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA (collectively, the “Cboe equity exchanges”) and Nasdaq, Inc. filed a Petition for Review (“PFR”) in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”) appealing the Final Rules. On December 3, 2024, the Cboe equity exchanges and Nasdaq, Inc. filed a request with the SEC for a stay to delay the initial implementation dat… Item 9A · ICFR · Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, 2024, internal control over financial reporting is effective. Item 9A · disclosure controls · Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective. | ||||||
| 2023-12-31 | 2024-02-16 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Cboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. Item 9A · ICFR · Based on its assessment of the Company’s internal control over financial reporting, management believes that, as ofDecember 31, 2023, internal control over financial reporting is effective. Item 9A · disclosure controls · Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective. | ||||||
| 2022-12-31 | 2023-02-17 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Cboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. Item 9A · ICFR · Based on its assessment of the Company’s internal control over financial reporting, management believes that, as ofDecember 31, 2022, internal control over financial reporting is effective. Item 9A · disclosure controls · Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective. | ||||||
| 2021-12-31 | 2022-02-18 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Cboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. CT Plan Order (Continuation of Consolidated Data Plans Proceeding) On May 6, 2020, the SEC issued an order (the “Consolidated Data Plan Order”) that directed the U.S. equities exchanges and FINRA to submit a new National Market System (“NMS”) Plan regarding Consolidated Equity Market Data. The contemplated new NMS Plan is referred to as the “CT Plan” and it will replace three Equity Data Plans that govern the dissemination of real-time, consolidated market data for NMS stocks. The Consolidated Data Plan Order set forth certain changes to be included in the proposed CT Plan, including governance structure changes related to voting rights and a deadline of August 11, 2020 by which the proposed CT Plan had to be filed. On June 29, 2020, the Company filed a Petition for Review (“PFR”) with the Court of Appeals for the D.C. Circuit Court (“D.C. Circuit) challenging the Consolidated Data Plan Order. Briefing concluded on March 12, 2021 and oral argument was held on April 26, 2021… Item 9A · ICFR · Based on its assessment of the Company’s internal control over financial reporting, management believes that, as ofDecember 31, 2021, internal control over financial reporting is effective. Item 9A · disclosure controls · Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.