What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 88 added, 54 removed, 293 unchanged (33% of the section changed)

In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the factors discussed below, which are the risks we believe are material at this time.

These risks could materially and adversely affect our business, financial condition and results of operations.

If any of these risks actually occur or continue to occur, our business, financial condition and results of operations could be materially and adversely affected.

These risks and uncertainties are not the only ones facing us.

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The trading volumes in our markets are directly affected by domestic and international factors that are beyond our control, including:

• economic, political and geopolitical market conditions, including the instability caused by wars;

• economic, political and geopolitical market conditions, including the instability caused by trade policies and wars;

• legislative and regulatory changes, including any direct or indirect restrictions on or increased costs associated with trading in our markets or our clearing services;

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Material decreases in trading volume would have a material adverse effect on our financial condition and operating results.

Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning o n page 20 for additional information.

Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page 20 for additional information.

We operate in a heavily regulated environment that imposes significant costs and competitive burdens on our business, and our failure to maintain compliance with regulations, our status as a regulated entity, or BrokerTec Americas' status as a member in good standing at FICC, could result in the loss of customers, fines or other consequences to our regulated status.

We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K.

We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., UK and EU.

As a result of our global operations, we are also subject to the rules and regulations of other local jurisdictions in which we conduct business and offer our products and services, as appropriate.

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If such proposals were to become law, they could have a negative impact on our industry and on us by making transactions more costly to market participants, which may reduce trading and could make our markets less competitive, with a resulting negative impact on our business, financial condition and operating results.

If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap execution facility, swap data repository, broker-dealer, multilateral trading facility or other regulatory status.

Legislation regarding the regulatory market structure applicable to the trading and clearing of spot digital assets is currently being considered in Congress.

It is not yet certain whether the legislation will be signed into law or whether it will have any impact on listed derivatives regulation.

The legal status of certain event-based contracts, most notably those based on sports events, is the subject of litigation in various jurisdictions.

The outcome of these cases, new laws or regulations, or changes in the interpretation of existing laws or regulations could immediately or subsequently impact our ability to offer certain event contracts and could subject us to additional litigation or regulatory scrutiny.

If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap data repository, broker-dealer, MTF or other regulatory status.

Our broker-dealer and MTF businesses, BrokerTec and EBS, are also extensively regulated in various jurisdictions.

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A failure of BrokerTec Americas to maintain its membership with FICC could adversely impact the willingness of such participants to continue trading on our platform.

As part of maintaining its FICC membership, BrokerTec Americas is required to timely and fully meet all margin calls and other obligations established by FICC, and as such must maintain ready access to sufficient liquidity to satisfy

those obligations.

BrokerTec Americas maintains access to liquidity resources it believes will satisfy these obligations in normal and stressed circumstances, but there can be no guarantee it will never experience a shortfall.

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Some of our clearing house's largest clearing firms have indicated their belief that clearing facilities should not be owned or controlled by exchanges and should be operated as utilities and not for profit.

These clearing firms have sought, and may seek in the future, legislative or regulatory changes that would, if adopted, enable them to use alternative clearing services for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.

These clearing firms have sought, and may seek in the future, legislative or regulatory changes that would, if adopted, enable them to use alternative clearing services

for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.

Even if they are not successful, these factors may cause them to limit the use of our markets.

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consortia formed by our members and large industry participants;

swap execution facilities;

alternative trade execution facilities;

alternative trade execution facilities and crypto and prediction market platforms;

technology firms, including market data distributors and electronic trading system developers;

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• more effectively market, promote and sell their products and services;

• better leverage existing relationships with customers and alliance partners or exploit better recognized brand names to market and sell their services;

• market and sell their services more effectively because of their existing customer and alliance partner relationships, as well as their recognized brand names;

• exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and lower-cost business model.

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A decline in our fees or loss of customers could lower our revenues, which would adversely affect our profitability.

Please see "Item 1 - Business - Competition" beginn ing on page 10 f or additional information on the competitive environment and its potential impact on our business.

Please see "Item 1 - Business - Competition" beginn ing on p age 10 for additional information on the competitive environment and its potential impact on our business.

Our trading volume, and consequently our revenues and profits, would be adversely affected if we are unable to retain our current customers at substantially similar trading levels or attract new customers.

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Changes in our pricing structure may result in a decrease to our profit margin.

Our clearing firm clients must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements.

Our clearing firms must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements.

There is no guarantee the collateral deposited will continue to maintain its value.

To the extent a clearing member were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.

To the extent a clearing firm were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.

Additionally, from time to time, certain customers may represent a significant portion of the open interest in our individual product lines or contracts, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product line or contract.

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We regard the secure storage and transmission of data and the ability to continuously transact and clear on our electronic trading platforms as critical elements of our operations and our operational resiliency.

Our technology, our customers, our people and our third-party service providers may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, business email compromise, computer viruses, denial of service attacks, terrorism, "ransomware" attacks, attacks created through artificial intelligence, firewall or encryption failures or other security or operational risks.

Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, including as a result of wars, and our role in the global marketplace places us at significant risk for a cyber attack and other information security threats.

While to date we have not experienced cyber incidents that are individually, or in the aggregate, material, we and certain of our third party providers have experienced cyber attacks of varying degrees in the past.

Our technology, our customers, our people and our third-party service providers are vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, business email compromise, computer viruses, denial of service attacks, terrorism, "ransomware" attacks, attacks created through artificial intelligence, firewall or encryption failures or other security or operational risks.

Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, including as a result of armed conflicts, and our role in the global marketplace places us at significant risk for a cyber attack and other information security threats.

While to date we have not experienced cyber incidents that are individually, or in the aggregate, material, we and certain of our third-party service providers have experienced cyber attacks of varying degrees in the past.

Our usage of mobile, web, and cloud technologies, such as those pursuant to our partnership with Google Cloud, may increase our risk of a cyber attack.

Our security defenses may also be impacted or breached due to employee error, malfeasance, system errors or vulnerabilities.

Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our third party providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ systems and data, or our third parties' systems and data.

Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our third-party service providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ systems and data, or our third parties' systems and data.

Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the services we provide that could potentially have an adverse effect on our business, while resulting in regulatory penalties or the imposition of additional obligations by regulators or others.

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We have designed our cyber defense program to mitigate such attacks and security risks through administrative, physical and technical safeguards.

As part of our global information security and privacy programs, we employ resources to prevent, detect and respond to cyber attacks and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.

However, our security measures or those of our third-party providers, including any cloud-based technologies, may prove insufficient depending upon the attack or threat posed.

costs, which in turn may cause our revenues and earnings to decline and could have a material impact on our financial condition or results of operations.

As part of our global information security (GIS) and privacy programs, we employ resources to prevent, detect and respond to cyber attacks and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.

However, our security measures or those of our third-party service providers, including any cloud-based technologies, may prove insufficient depending upon the attack or threat posed.

It is impossible to precisely predict the likelihood or impact of any cyberattack on our industry generally, or on our business.

Any security attack or breach could result in system failures and delays, malfunctions in our operations, loss of customers or lower trading volume, loss of competitive position, damage to our reputation, disruption of our business, legal liability or regulatory fines and significant costs, which in turn may cause our revenues and earnings to decline and could have a material impact on our financial condition or results of operations.

We may be subject to litigation and financial losses that exceed our insurance policy limits or are not covered under any of our current policies.

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We may be subject to disputes regarding the quality of trade execution, the settlement of trades or other matters relating to our services.

We may become subject to these claims as a result of failures or malfunctions of our systems and services we provide.

We may become subject to these claims as a

result of failures or malfunctions of our systems and services we provide.

We could incur significant legal expenses defending claims, even those without merit.

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Negative publicity regarding our company or actual, alleged or perceived issues regarding our company, products or services, including social and environmental concerns relating to our company or certain commodity products and increased impact from climate change or criticism or market reaction to the performance of our market in periods of extreme volatility, could give rise to reputational risk, which could significantly harm our business prospects.

These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, cybersecurity attacks, failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party suppliers, alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.

The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance, availability and resilience, capacity, security and speed required by our customers.

The success of our business depends in large part on our ability to create interactive electronic marketplaces for a wide range of products that have the required functionality, performance, availability and resilience, capacity, security and speed to attract and retain customer s.

These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, cybersecurity attacks, failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party service providers, alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.

The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance, availability, resilience, capacity, security and speed required by our customers.

The success of our business depends in large part on our ability to create interactive electronic marketplaces for a wide range of products that have the required functionality, performance, availability, resilience, capacity, security and speed to attract and retain customer s.

In 2025 , 93% of o ur overall contract volume was generated through electronic trading on our CME Globex electronic platform.

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• generate sufficient revenue to justify the substantial capital investment we have made and will continue to make to enhance our electronic trading platforms and other technology offerings.

If we do not continue to enhance our electronic trading systems and technology offerings, including the development and migration of our markets and supporting operational and business functions to the CME Google Cloud platform and the private Google Cloud region, if we are unable to develop our trading systems and technology offerings to include other products and markets, or if they do not have the required functionality, performance, availability and resilience, capacity, security and speed desired by our customers, our ability to successfully compete and our revenues and profits will be adversely affected, which could have a material impact on our financial condition or results of operations.

Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing functionality.

To the extent our customers and/or their third party providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.

If we experience systems failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities.

Failure to continuously improve our electronic trading systems and technology offerings could materially impact our financial condition or results of operations.

This includes, but is not limited to, the successful development and migration of our markets and supporting operational and business functions to the Google Cloud in the new private Google Cloud region.

If our trading systems and technology offerings cannot be developed to include other products and markets, or if they lack the functionality,

performance, availability, resilience, capacity, security, and speed demanded by our customers, our ability to successfully compete, along with our revenues and profits, will be adversely affected.

Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing functionality, including generating sufficient liquidity.

To the extent our customers and/or their third-party service providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.

Our business is subject to the impact of financial markets volatility, which is caused by conditions that are beyond our control.

Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.

Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading.

Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.

Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.

If we experience system failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities.

Our business is highly dependent on our ability to process, execute and monitor, in an efficient and uninterrupted manner, a large number of transactions, which occur at high volumes and frequencies across multiple systems and our ability to access key business data, financial information, order processing and invoicing.

We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our operations.

Our systems, or those of our third-party providers, including cloud providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following to occur:

We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our operations provided by third parties.

Our systems, or those of our third-party service providers, including data center and cloud providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following to occur:

• unanticipated disruptions in service to our customers;

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• regulatory sanctions.

We cannot assure that we will not experience system failures from power or telecommunications failures, acts of God, war or terrorism, human error on our part or on the part of our third-party providers or partners, natural disasters, fire, rising temperatures, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.

If any of our systems or the systems of our third-party providers do not operate properly, are compromised or are disabled, including as a result of system failure, employee or customer error or misuse of our systems, we could suffer financial loss, liability to customers, regulatory intervention or reputational damage that could affect demand by current and potential users of our market.

From time to time, we have experienced system errors and failures that have resulted in some customers being unable to connect to our electronic trading platforms and technology offerings, or that resulted in erroneous reporting, such as transactions that were not authorized by any customer or reporting of filled orders as canceled.

We cannot assure that we will not experience system failures from power or telecommunications failures, acts of God, war or terrorism, human error on our part or on the part of our third-party service providers or partners, natural disasters, fire, rising temperatures, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.

If any of our systems or the systems of our third-party service providers do not operate properly, are compromised or are disabled, including as a result of system failure, employee or customer error or misuse of our systems, we could suffer financial loss, liability to customers, regulatory intervention or reputational damage that could affect demand by current and potential users of our market.

On November 27, 2025, our largest data center owned and operated by CyrusOne experienced a critical cooling failure caused by human error.

In response to the critical cooling failure, we made the decision to temporarily halt our markets.

Our markets opened the following day on a delayed basis.

Although the impact to our business from the event was limited and not material, we cannot make assurances that we will not experience future events that may be material.

Such errors may result in CME Group being liable or in our voluntary assumption of financial liability.

We cannot assure that if we experience system errors or failures in the future that they will not have a material adverse impact on our business.

Any such system failures that cause an interruption in service or decrease our responsiveness could impact our trading volumes, impair our reputation, damage our brand, result in regulatory fines and have a material adverse effect on our business, financial condition and operating results.

Any such system failures that cause an interruption in service or decrease our responsiveness could impact our trading volumes, impair our reputation, damage our brand, result in regulatory fines and/or have a material adverse effect on our business, financial condition and operating results.

Regulations relating to our trading and clearing systems generally require the handling of anticipated present and future peak trading volume.

Heavy use of our systems during peak trading times or at times of unusual market volatility could cause them to operate slowly or even to fail for periods of time.

Heavy use of our systems during peak trading times or at times of unusual market volatility could exceed our available capacity based on estimated future trading volumes and cause them to operate slowly or even to fail for periods of time.

We constantly monitor system loads and performance, and regularly implement system upgrades to handle estimated increases in volume.

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If we cannot increase the capacity and capabilities of our systems to accommodate an increasing volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses could be adversely affected.

We, as well as many of our customers, depend on third-party suppliers and service providers for a number of services that are important.

We, as well as many of our customers, depend on third-party service providers for a number of services that are important.

An interruption or cessation of an important supply or service by any third party could have a material adverse effect on our business, including revenues derived from our customers' trading activity.

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Although we conduct due diligence and monitor important suppliers and service providers (including the resiliency of their operations), we cannot provide assurances of their performance and any interruption or cessation of their supplies or services could negatively impact our operations or those of our customers, as well as affect our reputation, financial or regulatory posture.

As discussed above in “If we experience system failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities,” in November 2025, CyrusOne, the owner and operator of our largest data center, experienced a critical cooling failure, which resulted in our decision to temporarily halt our markets.

Many of our customers rely on third parties, such as ISVs, to provide them with front-end systems to access our trading platforms and other back office systems for their trade processing and risk management needs.

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To the extent any of our service providers or the organizations that provide services to our customers in connection with their trading activities cease to provide these services or cease to provide these services in an efficient, cost-effective manner, or fail to adequately expand their services to meet our needs and the needs of our customers, we could experience decreased trading volume, lower revenues and higher costs.

In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party suppliers and service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.

In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.

Our business exposes us to substantial credit risk of our clearing firms and other counterparties and, consequently, a decrease in their financial resources could adversely affect us.

Our clearing house operations expose us to counterparties with differing risk profiles.

We routinely guarantee transactions submitted by our clearing firm customers with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional customers.

We could be adversely impacted by the financial distress or failure of one or more of our clearing firms.

In our derivatives business, we routinely guarantee transactions submitted by our clearing firm customers with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional customers.

We could be adversely impacted by the financial distress or failure of one or more of our derivatives clearing firms.

During 2025, the clearing house transferred an average of approximately $ 6.7 billion a day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value.

Additionally, we are exposed to the risk of loss from the failure of a matched principal counterparty to settle its trades at BrokerTec Americas.

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Additionally, BrokerTec Americas is exposed to the potential risk of loss in the event a counterparty fails to meet its obligations.

Although we have policies and procedures to help ensure that our clearing firms and other counterparties can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults.

We also have in place various measures intended to enable us to cure any default and maintain liquidity.

Later in 2026, we expect to launch clearing services for U.S.

Treasury cash and repo transactions.

While we have a long history in, and deep understanding of, risk

management from the operation of our derivatives clearing house, the operation of a securities clearing house is new to our business.

Our policies and procedures which are designed to ensure that our clearing firms and other counterparties can satisfy their obligations, including collecting margin and guaranty fund contributions from clearing firms, may not succeed in detecting problems or preventing defaults.

The processes for calculating and setting margins and financial safeguards is complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances.

We have in place various measures intended to enable us to cure any default and maintain liquidity.

However, we cannot guarantee that these measures will be sufficient to protect market participants from a default or that we will not be adversely affected in the event of a significant default.

In addition, we have established a fund (currently $98.0 million) to provide payments, up to certain maximum levels, to qualified family farmers, ranchers and other agricultural industry participants who use our products and who suffer losses to their segregated account balances if their clearing firm becomes insolvent.

In addition, we have established a fund (currently $98.0 million) to provide payments, up to certain maximum levels, to qualified family farmers, ranchers and other agricultural industry participants who use our derivatives products and who suffer losses to their segregated account balances if their clearing firm becomes insolvent.

Our market data revenues may be reduced by decreased demand, poor overall economic conditions, regulatory changes or a significant change in how market participants trade and use market data.

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To the extent we acquire a new business, the process of integration also may produce unforeseen regulatory and operating difficulties and expenditures and may divert the attention of management from the ongoing operation of our business.

To the extent we enter into joint ventures and alliances, we may experience difficulties in the development and expansion of the business of any newly formed ventures, in the exercise of influence over the activities of any ventures in which we do not have a controlling interest, as well as encounter potential conflicts with our joint venture or alliance partners.

extent we enter into joint ventures and alliances, we may experience difficulties in the development and expansion of the business of any newly formed ventures, in the exercise of influence over the activities of any ventures in which we do not have a controlling interest, as well as encounter potential conflicts with our joint venture or alliance partners.

We may not realize the anticipated growth and other benefits from our growth initiatives and investments, which may have an adverse impact on our financial condition and operating results.

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We could be harmed by misconduct or errors that are difficult to detect and deter.

There continue to be highly publicized cases involving fraud or other misconduct or manipulative activity by employees of financial services firms and other market participants.

There continues to be highly publicized cases involving fraud or other misconduct or manipulative activity by employees of financial services firms and other market participants.

Improper trading activity on our platforms by participants could include activities such as spoofing, layering, wash trading and manipulation.

Misconduct by our employees and agents could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of customers or the company, improper securities trading activities, circumvention of controls and procedures, improper use of assets, improper use and unauthorized disclosure of data or confidential information of the company or its customers or third parties, improper use of artificial intelligence or failure to provide effective oversight over artificial intelligence, among other potential misconduct.

It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.

It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity, including our internal controls, may not be effective in all cases.

Additionally, the emergence of increasingly sophisticated and widely accessible generative artificial intelligence and its ability to create believable yet fabricated content may elevate our risk and susceptibility to fraudulent activities which could result in the wrongful transferring of funds, divulging of sensitive information or other unintended consequences.

If we were found to have not met our regulatory oversight and compliance obligations, we could be subject to regulatory sanctions, enforcement actions, financial penalties and restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity, and such outcomes could seriously harm our reputation.

Our employees and agents also may commit errors that could subject us to financial claims for negligence, as well as regulatory actions, or result in our voluntary assumption of financial liability.

Further, allegations by regulatory or criminal authorities of improper

trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets.

Further, allegations by regulatory or criminal authorities of improper trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets.

If that should occur, we could face a corresponding decline in trading volume and revenue.

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We could also be required to pay damages if we were found to infringe patents held by others, which could materially adversely affect our business, financial condition and operating results.

We cannot assess the extent to which we may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if available, whether we would be able to obtain such licenses on commercially reasonable terms.

We cannot assess the extent to which we may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if

available, whether we would be able to obtain such licenses on commercially reasonable terms.

If we were unable to obtain such licenses, we may not be able to redesign our products or services at a reasonable cost to avoid infringement, which could materially adversely affect our business, financial condition and operating results.

Our use of artificial intelligence in our business may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.

Our financial performance depends, in part, on our ability to develop and market new and innovative services that differentiate our products or provide cost efficiencies, while avoiding increased related expenses.

As artificial intelligence is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of artificial intelligence.

Moreover, there can be no assurance that our use of artificial intelligence in our business processes, system development, operations, or as part of our product and service offerings will enhance our products or services or augment our business or operating results.

Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts.

Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of intellectual property, defamation, data privacy and cybersecurity, among others.

We are also exposed to risks related to the use of artificial intelligence technologies by third-party service providers, clients and other financial intermediaries.

Risks related to our development and use of artificial intelligence include the possibility of new or enhanced laws or regulations or novel enforcement of existing laws related to artificial intelligence, compliance with which may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.

Our use of artificial intelligence may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm.

Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features or functionality, or cost, to our offerings.

Any of these factors could adversely affect our business, reputation or operating results.

RISKS RELATING TO AN INVESTMENT IN OUR CLASS A COMMON STOCK

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We might still be able to incur more debt, intensifying these risks.

As of December 31, 2024, we had approximately $3.4 billion of total indebtedness and we had excess borrowing capacity for general corporate purposes under our existing facilities of approximately $2.3 billion.

As of December 31, 2025, we had approximately $3.4 billion of total indebtedness and we had excess borrowing capacity for general corporate purposes under our existing facilities of approxima tely $2.3 billion.

Our indebtedness could have important consequences.

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Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Requirements" beginning on page 47 for additional information regarding capital requirements.

Any reduction in our credit rating could increase the cost of our funding from the capital markets.

Any reduction in our credit rating cou ld increase the cost of our funding from the capital markets.

Our long-term debt is currently rated investment grade by two of the major rating agencies.

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We have limited ability to eliminate these election rights, and prior attempts to do so did not receive the necessary shareholder approvals.

In connection with these rights, our ability to take

certain actions that we may deem to be in the best interests of the company and its shareholders, including actions relating to certain pricing decisions, may be limited by the rights of our members.

In connection with these rights, our ability to take certain actions that we may deem to be in the best interests of the company and its shareholders, including actions relating to certain pricing decisions, may be limited by the rights of our members.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors