MarketAxess (NASDAQ: MKTX) amends merger proxy after 3 complaints

Posted by Donald Scott on Oct 24th, 2026

What happened

MarketAxess Holdings Inc. (NASDAQ: MKTX) filed an 8-K on October 23, 2026, and added disclosures to the proxy materials for its planned merger with Intercontinental Exchange, Inc. The filing says there were three stockholder complaints filed between October 6, 2026 and October 15, 2026, and 15 stockholder demand letters as of October 23, 2026.

It also updates the deal history, including a May 27, 2026 indication of interest at $175.00 per share and a July 18, 2026 revised offer at $167.00 per share.

MarketAxess said it will voluntarily amend and supplement the definitive proxy statement with the new disclosures. The supplement also repeats J.P. Morgan Securities LLC's valuation work and the projected revenue and cash flow figures used in the merger opinion.

Key numbers

Metric	Latest	Source
Merger consideration	$167.00 per share	SEC 8-K
J.P. Morgan advisory fee	$65.5 million	SEC 8-K
Upfront fee payable when the opinion was delivered	$3 million	SEC 8-K
Stockholder complaints	3 complaints	SEC 8-K
Stockholder demand letters	15 demand letters	SEC 8-K
2026E revenue	$886 million	SEC 8-K

Why it matters

The supplement gives investors a clearer view of the merger price and the work used to support it. J.P. Morgan's base-case DCF range of $166.51 to $230.35 brackets the $167.00 merger price. The sensitivity-case range of $145.14 to $200.06 also includes it. The merger price is about 36.8% above the July 28, 2026 close of $122.05.

The filing also says MarketAxess agreed to pay J.P. Morgan about $65.5 million, with $3 million payable when the opinion was delivered and the rest due only if the merger closes. That matters because the company says the deal still depends on stockholder approval, remaining regulatory approvals, litigation and financing risk. MarketAxess also said it stopped monthly trading volume press releases and withdrew its 2026 guidance and medium-term financial targets after the merger announcement.

Management has not updated the Financial Forecasts since July 29, 2026. The base case still calls for $886 million of revenue and $440 million of EBITDA for 2026.

Stock perps: every US stock that trades as a perpetual future, by leverage, live

What's next

Stockholders are scheduled to vote on the Merger and other Transactions at a special meeting on October 29, 2026. Approval, plus the remaining regulatory clearances, would support closing. A failed vote or an unresolved legal challenge would slow or block the deal. The filing says there can be no assurance the proposed transaction will be completed.