MarketAxess Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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

MARKETAXESS HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Directors

On January 22, 2026, the Board of Directors (the “Board”) of MarketAxess Holdings Inc. (the “Company”) elected Douglas A. Cifu and Kenneth T. Schiciano to serve on the Company’s Board of Directors, effective March 1, 2026. The Board determined that each of Messrs. Cifu and Schiciano is independent under applicable NASDAQ listing rules and pursuant to the Company’s Corporate Governance Guidelines. The Board expects to appoint each of Messrs. Cifu and Schiciano to serve on one or more Board committees at a later date. Initial committee assignments, once determined, will be disclosed by the Company in an amendment to this Current Report on Form 8-K.

There were no arrangements or understandings pursuant to which either of Messrs. Cifu and Schiciano were elected as directors of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which either of Messrs. Cifu and Schiciano had, or will have, a direct or indirect material interest.

Messrs. Cifu and Schiciano will be eligible to receive the same compensation structure as other non-employee directors of the Company as described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2025.

Item 7.01 Regulation FD Disclosure.

On January 26, 2026 the Company issued a press release announcing the election of Messrs. Cifu and Schiciano, which is attached hereto as exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 7.01 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) that is furnished pursuant to this Item 7.01 shall not be incorporated by reference into any filing of the Company, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits:

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.