PREM14A

PREM14A 1 d171374dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

MARKETAXESS HOLDINGS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY MATERIALS -

SUBJECT TO COMPLETION DATED SEPTEMBER 4, 2026

LOGO

MARKETAXESS HOLDINGS INC.

55 Hudson Yards, 15th Floor

New York, New York, 10001

www.marketaxess.com

[●], 2026

Dear MarketAxess Stockholder:

You are cordially invited to attend a special meeting of stockholders of MarketAxess Holdings Inc., a Delaware corporation (“MarketAxess” or the “Company”) scheduled for [●], 2026 at [●], Eastern Time. The special meeting will be a virtual meeting of stockholders. You will be able to participate in the special meeting and vote via live audio webcast by visiting [●]. Please note that the special meeting will be held in virtual format only. You will not be able to attend the special meeting physically, however you may vote while attending the special meeting online via the live audio webcast. Details on how to access the meeting and the business to be conducted are provided in the accompanying proxy statement.

On July 29, 2026, MarketAxess entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”) by and among the Company, Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the special meeting, MarketAxess will ask you and the other MarketAxess stockholders to adopt the Merger Agreement (the “Merger Agreement Proposal”).

At the effective time of the Merger (the “Effective Time”), each share of Company common stock, par value $0.003 per share (each a “Share” and, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub or any of their respective subsidiaries, (ii) the Company as treasury stock, or any of the Company’s subsidiaries and (iii) the Company’s stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law), will be converted into the right to receive $167.00 per Share in cash, without interest thereon.

The board of directors of the Company (the “Board”) evaluated the Merger in consultation with the Company’s management and legal and financial advisors. The Board unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend to the stockholders of the Company the adoption of the Merger Agreement.

Additionally, you will be asked to consider and vote at the special meeting on (1) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions (the “Merger-Related Compensation Proposal”) and (2) a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the

special meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to approve such proposal (the “Adjournment Proposal”).

The Merger Agreement and the Transactions, including the Merger, have been unanimously approved and recommended by the Board. The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is important. The Merger cannot be completed unless the Merger Agreement is adopted by stockholders holding a majority of the outstanding Shares entitled to vote on such matter as of [●], 2026. The failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you plan to attend the special meeting and regardless of the number of Shares you own, your careful consideration of, and vote on, the Merger Agreement Proposal is important, and we encourage you to vote promptly. After reading the accompanying proxy statement, please make sure to vote your Shares promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet. Instructions regarding all three methods of voting are provided on the proxy card. If you virtually attend the special meeting and vote during the special meeting, your vote by ballot will revoke any proxy previously submitted. If you hold Shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your Shares.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the special meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 19 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the risk factors set forth in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, including the risks described under “Risks Related to the Pending Merger,” and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the proxy card or voting instructions enclosed therewith, please contact the Company’s proxy solicitor, Okapi Partners LLC:

LOGO

Okapi Partners LLC

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

Toll Free: (877)629-6355

Direct: (212)297-0720

info@okapipartners.com

Your support of MarketAxess Holdings Inc. is sincerely appreciated.

LOGO

Carlos M. Hernandez

Chairman of the Board of Directors

The accompanying proxy statement is dated [●], 2026, and is first being mailed to MarketAxess stockholders on or about [●], 2026.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions (including the Merger), passed upon the merits or fairness of the Transactions (including the Merger) or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

iii

LOGO

MARKETAXESS HOLDINGS INC.

55 Hudson Yards, 15th Floor

New York, New York, 10001

www.marketaxess.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [●], 2026

Virtual Meeting Only, No Physical Location

To the Stockholders of MarketAxess Holdings Inc.:

A special meeting of stockholders of MarketAxess Holdings Inc., a Delaware corporation (“MarketAxess” or the “Company”), will be held via live audio webcast on [●], 2026 at [●], Eastern Time. You will be able to participate in the special meeting and vote via the live audio webcast. Please note that the special meeting will be held in virtual format only. You will not be able to attend the special meeting physically, however you may vote while attending the special meeting online via the live audio webcast. We are holding the special meeting for the following purposes:

to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 29, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Intercontinental Exchange, Inc., a Delaware corporation (“Parent”) and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the accompanying proxy statement, pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”);

to consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Merger (the “Merger-Related Compensation Proposal”); and

to consider and vote on a proposal to adjourn the special meeting to a later date or time if necessary or appropriate to ensure that any necessary supplement or amendment to the accompanying proxy statement is provided to Company stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to approve such proposal (the “Adjournment Proposal”).

These items of business are more fully described in the accompanying proxy statement.

The record date for the special meeting is [●], 2026 (the “Record Date”). Only stockholders at the close of business on the Record Date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, stockholders who continuously hold shares of Company common stock, par value $0.003 per share (each a “Share” and, collectively, the “Shares”), through the effective time of

the Merger and who properly demand appraisal of their Shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their Shares in connection with the Merger. Stockholders must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice and may be accessed without subscription or cost at the following publicly available website:

https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The Merger Agreement and the Transactions, including the Merger, have been unanimously approved and recommended by the board of directors of the Company (the “Board”). The Board recommends a vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is very important. If you fail to (i) return your proxy, (ii) vote by telephone or through the internet or (iii) virtually attend the special meeting, in each case, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

To ensure that your Shares are represented at the special meeting, regardless of whether you plan to virtually attend the special meeting, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m., Eastern Time on [●], 2026, the day before the special meeting. Your proxy is being solicited by the Board.

The accompanying proxy statement provides you with more detailed information about the special meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 19 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the “Risk Factors” section beginning on page 53 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, including the risks described under “Risks Related to the Pending Merger,” and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor, Okapi Partners LLC:

LOGO

Okapi Partners LLC

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

Toll Free: (877)629-6355

Direct: (212)297-0720

info@okapipartners.com

Sincerely,

LOGO

Scott Pintoff

General Counsel & Corporate Secretary

[●], 2026

New York, NY

Please Vote — Your Vote is Important

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TABLE OF CONTENTS


	Page
SUMMARY TERM SHEET		1
The Parties		1
The Special Meeting		2
The Merger		2
The Merger Agreement		2
Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement		5
How to Vote		5
Background of the Merger		6
Recommendation of the Board		6
Reasons for the Merger		6
Opinion of J.P. Morgan		7
Interests of Directors and Executive Officers in the Merger		7
Certain Effects of the Merger		8

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Table of Contents