OTC MARKETS GROUP INC.

A Delaware Corporation

300 Vesey Street

New York, NY 10282
________________________
Telephone: (212) 896-4400
Corporate website: www.otcmarkets.com
Email: ir@otcmarkets.com
________________________
Federal EIN: 13-3941069
NAICS: 523210
SIC Code: 6289

2023 Annual Report

For the period ended December 31, 2023

ISSUER’S EQUITY SECURITIES

COMMON STOCK

Class A Common Stock

$0.01 Par Value Per Share
17,000,000 Shares Authorized
11,972,467 Shares Outstanding as of February 29, 2024
OTCQX: OTCM

OTC Markets Group Inc. is responsible for the content of this Annual Report. The
securities described in this document are not registered with, and the information
contained in this report has not been filed with, or approved by, the U.S.
Securities and Exchange Commission.
Dear Fellow Shareholders,

Let me begin by saying thank you for your continued

investment in OTC Markets Group and for your support
throughout the year.

Following a year of acquisitions, we spent 2023 coming

together as one team, on one platform, to build the value of
one share. The bulk of that work focused on onboarding
critical systems, new personnel, and key clients. Fully
realizing the value of our acquisitions requires shifting our
attention to integrating systems, building new features, and
unlocking the value of our larger data sets and distribution capabilities. We remain committed to
delivering best-in-class, enterprise solutions that empower our clients’ success and create better
informed and more efficient financial markets.

As fiduciaries for you, our shareholders, we pride ourselves on a culture of consistent

improvement and long-term value creation. I want to thank our team for their dedication and work
throughout this year and for positioning us for future growth.

We recognize that as stewards of the financial markets, our services are integral to broker-dealers
and public companies’ ability to both serve investors and succeed in business. Our systems
facilitate the efficient pricing and trading of a diverse range of securities, public company
disclosure, and compliance with securities regulations. Our unique role supports the global
competitiveness of the U.S. financial ecosystem. This belief is bolstered by feedback from our
growing client base as well as the highly regulated nature of our business. Our OTC Link ATS
has long been included as a critical component of U.S. market infrastructure under the SEC’s
systems compliance and integrity rule. Regulation from the SEC and FINRA holds us to the same
high standards we set for ourselves.

As a market operator, we are expected to stay ahead of evolving regulatory expectations, as we

comply with the letter and principle of laws and rules. We have been in discussions with SEC
enforcement regarding the obligation to file Suspicious Activity Reports (SARs), and we have
taken an accrual based on the likelihood of settling the matter. We take seriously our responsibility
as the commercial operator of a Qualified Interdealer Quotations System, and we work in tandem
with FINRA and the SEC with a shared goal of improving market integrity and investor information.
We have brought on a new Chief Compliance Officer for OTC Link to address these vital interests
and move forward as an organization. Outside consultants have reviewed our AML programs and
advised us on fulfilling our SAR filing responsibilities. Every successful company will
make mistakes - the hallmark of a great company culture is that people speak up to identify
potential problems, find shared solutions, and build stronger processes. We are committed to
addressing and learning from our challenges to increase our operational resilience.

We know that we grow stronger as an organization by collaborating with our regulators, and we
welcome the opportunity for operational improvements, increased market efficiency, and the
growth that improved transparency and trust can bring.

OTC Markets Group

300 Vesey Street, 12th Floor
info@otcmarkets.com SHAREHOLDER LETTER | i
+1 212 896 4400
New York, NY 10282
otcmarkets.com
Regulatory compliance starts at the top, and as a result our Board reduced my 2023 target
incentive compensation by 53%.

Incentives matter at OTC Markets. All employees receive stock options upon joining, to encourage
everyone to think and act as an owner. As people rise in seniority and acquire greater ability to
effect positive change within the company, their incentive compensation becomes more aligned
with the company’s long-term success. We believe multi-year performance and long-term value
creation requires aligning decision makers’ cash incentive compensation with operating earnings,
and their Restricted Stock awards with sustainable revenue growth. In 2023, our Senior
Management team’s incentive compensation was impacted by the company’s SEC matter, as
well as overall results.

Our principles of compensation should be competitive, consistent, and fair, to create the proper
balance of individual and collective accountability, aligned with sustainable shareholder results.
We want our people to have financially successful and fulfilling careers, driven by the overall
growth of the company.

During 2023, we received approval from FINRA to permit digital asset securities to be traded by
broker-dealers on OTC Link ATS. While debate about what qualifies as a digital asset security
continues, our FINRA approval has allowed us to start discussing operational and regulatory plans
to facilitate trading in these assets as the regulatory framework develops. We also regained
regulatory momentum on our Blue Sky initiative last year, with 40 jurisdictions now recognizing
our markets under the Blue Sky manual exemptions and regulations.

As we turn to 2024, we remain committed to engaging with our clients to thoughtfully

commercialize our expanded data offerings and distribution capabilities. Our work to build the
value of each share requires that we harness new technologies and build capabilities to drive
sustainable revenue growth. Opportunities abound as we continue to build out our corporate
presence domestically and internationally, enhance our systems and compliance processes, and
explore growing the suite of products and services we offer our clients.

I encourage you to review the OTC Markets Group 2023 Annual Report, which provides a detailed
look at our performance and a barometer for our operating strategy.

We thank you for your support and I look forward to discussing our progress on our strategic
initiatives throughout the year.

Sincerely,

R. Cromwell Coulson
President, CEO and Director
OTC Markets Group

OTC Markets Group

300 Vesey Street, 12th Floor
info@otcmarkets.com SHAREHOLDER LETTER | ii
+1 212 896 4400
New York, NY 10282
otcmarkets.com
 TABLE OF CONTENTS

PART A. GENERAL COMPANY INFORMATION……………………………………………………….3

PART B. SHARE STRUCTURE

The Exact Title and Class of Securities Outstanding .............................................................................. 4
Par or Stated Value and Description of the Security ............................................................................... 4
The Number of Shares or Total Amount of the Securities Outstanding for Each Class
of Securities Authorized ............................................................................................................................. 5
Issuer Purchases of Equity Securities...................................................................................................... 6

PART C. BUSINESS INFORMATION

Overview ...................................................................................................................................................... 8
Products and Services ............................................................................................................................... 9
Recent Business Developments ............................................................................................................. 13
Recent Regulatory Developments Impacting our Business................................................................. 13
Other Business and Regulatory Information ......................................................................................... 13
Risk Factors ............................................................................................................................................... 19
2024 Outlook .............................................................................................................................................. 34

PART D. MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION

The Name of the Chief Executive Officer, Members of the Board of Directors, as well
as Control Persons ................................................................................................................................... 36
Other Control Persons .............................................................................................................................. 42
Selected Financial Data ............................................................................................................................ 44
Management’s Discussion and Analysis of Financial Condition and Results of Operations .......... 45

PART E. ISSUANCE HISTORY AND FINANCIAL INFORMATION

List of the Securities Offerings and Shares Issued for Services in the Past Two Years .................. 56
Financial Information for the Issuer’s Most Recent Fiscal Period and for Such Part of
the Two Preceding Fiscal Years as the Issuer or its Predecessor has been in Existence ............... 56

PART F. EXHIBITS .......................................................................................................................... 57

2
 OTC MARKETS GROUP INC.
A Delaware Corporation

ANNUAL REPORT

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this 2023 Annual Report (the “Annual Report”) contains forward-looking
statements, which involve a number of risks and uncertainties that could cause our actual
results to differ materially from those reflected in the forward-looking statements. Forward-
looking statements can be identified by use of the words “expect,” “project,” “may,” “might,”
“potential,” and similar terms. OTC Markets Group Inc. and its subsidiaries (“OTC Markets
Group,” “we,” or the “Company”) caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. Forward-looking statements involve a number of
risks, uncertainties or other factors beyond OTC Markets Group’s control. These factors include
but are not limited to: our ability to implement our strategic initiatives; economic, political, and
market conditions and price fluctuations; government and industry regulation; U.S. and global
competition; changes to trading behavior broadly in the market; and other risk factors discussed
under the “Risk Factors” section in this Annual Report. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking statements. Given these
risks and uncertainties, readers are cautioned not to place undue reliance on such forward-
looking statements. We undertake no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.

Part A. General Company Information

The name of the issuer is OTC Markets Group Inc.
There have been no changes in control of the Company since 1997. OTC Markets Group is
currently conducting operations, and it is not now, nor has it at any time been, a “shell company”
as that term is defined in the OTCQX® U.S. Disclosure Guidelines and the federal securities
laws.
The Company is an active Delaware Corporation and has three wholly owned subsidiaries: OTC
Link® LLC, a Delaware limited liability company formed in 2010; OTC Markets Group
International Ltd, incorporated with the Registrar of Companies for England and Wales and
formed in 2018; and Edgar Online LLC, a Delaware limited liability company formed in 2022 in
connection with the acquisition of the EDGAR® Online business. The Company does not have
any other parents, subsidiaries, or affiliated companies. Neither we nor any of our predecessors
have been in bankruptcy, receivership, or any similar proceeding.
OTC Link LLC (“OTC Link”) is a broker-dealer member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) that operates three Securities and Exchange Commission (“SEC”)
regulated Alternative Trading Systems (“ATSs”): OTC Link ATS, OTC Link ECN, and OTC Link
NQB.
Our fiscal year ends on December 31.

The address of the issuer: 300 Vesey Street, 12th Floor

New York, NY 10282

3
The issuer’s telephone: (212) 896-4400

The issuer’s website: OTC Markets Group’s corporate website,

www.otcmarkets.com, contains general information
about us and our products and services. As of
December 31, 2023, we also maintained
www.otciq.com, www.otcdealer.com,
canari.otcmarkets.com, www.qaravan.com,
www.virtualinvestorconferences.com, www.edgar-
online.com, and www. edgarexplorer.com. The
information contained on such websites shall not be
deemed incorporated by reference herein.

Investor relations contact: Antonia Georgieva, Chief Financial Officer

300 Vesey Street, 12th Floor
New York, NY 10282
Telephone: (212) 220-2215
ir@otcmarkets.com

The name and address of the Continental Stock Transfer & Trust Company
transfer agent: 1 State Street, 30th Floor
New York, NY 10004
(212) 509-4000

Continental Stock Transfer & Trust Company is registered under the Securities Exchange Act of
1934 (the “Exchange Act”) and regulated by the SEC.

Part B. Share Structure

The Exact Title and Class of Securities Outstanding

As of December 31, 2023, OTC Markets Group had one class of securities outstanding, Class A
Common Stock. None of OTC Markets Group’s Class A Common Stock has been registered
under the Securities Act of 1933 (the “Securities Act”), or qualified under any state securities
laws, and we have no current plans to register or qualify any of our securities. There were no
preferred shares authorized or outstanding as of December 31, 2023.
The trading symbol for OTC Markets Group’s Class A Common Stock assigned by FINRA is
“OTCM.”
The CUSIP number for our Class A Common Stock is 67106F108.
Our Class A Common Stock has traded on the OTCQX U.S. Premier® market since March 11,
2010. Our securities are not, and have never been, listed on a national securities exchange,
and have been quoted solely on OTC Link ATS and its predecessor system since the
commencement of their public trading.

Par or Stated Value and Description of the Security

OTC Markets Group’s Class A Common Stock has a par value of $0.01 per share.
Each holder of shares of Class A Common Stock is entitled to one vote for each share of Class
A Common Stock held on all matters submitted to a vote of stockholders of OTC Markets

4
Group. The holders of Class A Common Stock vote together as a single class. Holders of
Class A Common Stock are not entitled to any preemptive rights.
Holders of our Class A Common Stock, including unvested restricted stock, are entitled to
receive such dividends and other distributions as may be authorized and declared by the Board
of Directors from time to time (“Dividend Rights”). Upon the voluntary or involuntary liquidation,
dissolution, or winding up of OTC Markets Group, holders of Class A Common Stock are
entitled to a pro rata share of the net assets of OTC Markets Group available for distribution in
proportion to the number of shares of Class A Common Stock held by each stockholder.
In our Amended and Restated Certificate of Incorporation, we elect the application of Section
203 of the Delaware General Corporation Law (“DGCL”). Section 203 of the DGCL prohibits
persons deemed “interested stockholders” from engaging in a “business combination” with a
Delaware corporation for three years following the date these persons become interested
stockholders unless the business combination is, or the transaction in which the person became
an interested stockholder was, approved by the Board of Directors, or another prescribed
exception applies. Generally, an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the determination of interested
stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. The application of this provision may have an anti-
takeover effect with respect to transactions not approved in advance by our Board of Directors.
Our Amended and Restated Certificate of Incorporation also provides that the Board of
Directors may not authorize any “business combination” with a “related person” unless it (i)
meets the “Fair Price” provision, which seeks to ensure that stockholders receive the highest
possible price in the event of a business combination, as that provision is described in Article 10
of our Amended and Restated Certificate of Incorporation or (ii) is approved by a majority of the
outstanding shares of stock entitled to vote.

The Number of Shares or Total Amount of the Securities Outstanding for Each
Class of Securities Authorized
As of December 31, 2023, the Company is authorized to issue 17,000,000 shares of Class A
Common Stock of $0.01 par value.
The following table shows the amount of the securities outstanding for our Class A Common
Stock as of December 31, 2023 and December 31, 2022:
December 31,
2023 2022
Number of shares authorized 17,000,000 17,000,000
Number of shares outstanding 11,931,366 11,874,763
Number of shares freely tradable (public float)(1)(2) 7,766,846 7,707,641
Total number of holders of record 211 202

(1) The number of shares freely tradable may include shares held by stockholders owning 10% or more of our
Class A Common Stock. These stockholders may be considered “affiliates” within the meaning of Securities
Act Rule 144, and their shares may be “control shares” subject to the volume and manner of sale restrictions
under Securities Act Rule 144.
(2) Our officers and directors hold approximately 4.1 million shares of our Class A Common Stock, which may be
“control shares” subject to the volume and manner of sale restrictions under Securities Act Rule 144. These
shares are excluded from the number of shares freely tradable.

5
As of December 31, 2023 and 2022, there were 1,322 and 1,301 non-objecting beneficial
stockholders owning at least 100 shares of the Company’s Class A Common Stock,
respectively.
Issuer Purchases of Equity Securities
The Company is authorized to purchase shares from time to time on the open market, from
employees and consultants, and through block trades, in accordance with the safe harbor
provision of Rule 10b-18 under the Exchange Act. We offer a stock repurchase program to
employees and consultants in connection with their tax obligations arising from restricted stock
award vesting, with the purchase price set at the closing price on the day prior to the vesting
date. Repurchases also have an anti-dilutive impact on our shares outstanding.
The following table shows purchases by the Company of our Class A Common Stock during the
years ended December 31, 2023 and 2022, all of which were in connection with our stock
repurchase program to employees and consultants, and the number of shares remaining to be
purchased under the Company’s stock repurchase program:

Number of Shares Number of Shares

Number of Average Price Purchased as Part of Remaining To Be
Shares Paid Per Announced Total Amount Purchased Under
Date Purchased Share Repurchase Plan (in thousands) Announced Plan
2022
Feb 2022 45,140 $ 61.50 45,140 $ 2,776 254,860
Mar 2022(1) - - - - 300,000
Total 45,140 45,140 2,776

2023
Feb 2023 58,262 $ 58.00 58,262 $ 3,379 241,738
(1)
Mar 2023 - - - - 300,000
Total 58,262 58,262 $ 3,379

(1) In March 2024, 2023, and 2022, the Board of Directors refreshed the Company’s stock repurchase program,
giving the Company authorization to repurchase up to 300,000 shares of the Company’s Class A Common
Stock.

Summary of Stock Option Activity

The Company grants stock options to employees and certain consultants as of the last date of
their first month of employment or engagement with the Company, with the strike price set at the
closing price on the day prior to the grant date. Stock options granted vest in equal
installments, annually, over five years.

6
Dividends
During 2023 and 2022, our Board of Directors authorized and approved the following cash
dividends:
Dividend Per Total Amount
Declaration Date Common Share Record Date (in thousands) Payment Date
2022
March 7, 2022 $ 0.18 March 23, 2022 $ 2,133 March 31, 2022
May 10, 2022 0.18 June 9, 2022 2,135 June 23, 2022
August 9, 2022 0.18 September 8, 2022 2,135 September 22, 2022
November 10, 2022 1.50 November 23, 2022 17,814 December 8, 2022
November 10, 2022 0.18 December 8, 2022 2,138 December 22, 2022
Total $ 2.22 $ 26,355

2023
March 6, 2023 $ 0.18 March 23, 2023 $ 2,145 March 30, 2023
May 5, 2023 0.18 June 8, 2023 2,145 June 22, 2023
July 31, 2023 0.18 September 7, 2023 2,147 September 21, 2023
November 6, 2023 1.50 November 21, 2023 17,897 December 7, 2023
November 6, 2023 0.18 December 7, 2023 2,148 December 21, 2023
Total $ 2.22 $ 26,482

The declaration of dividends by OTC Markets Group is subject to the discretion of our Board of
Directors. Our Board of Directors will consider such matters as general business conditions,
financial results, capital requirements, contractual, legal, and regulatory restrictions on the
payment of dividends, and other factors as our Board of Directors may deem relevant.

Part C. Business Information

Overview
Our mission is to create better informed and more efficient financial markets.
We operate three business lines:
• OTC Link LLC is a FINRA member broker-dealer that operates three SEC regulated ATSs.
• Market Data Licensing distributes market data and financial information.
• Corporate Services operates the OTCQX and OTCQB® markets and offers issuers
disclosure and regulatory compliance products.
We provide critical infrastructure to the U.S. financial markets: connecting brokers, organizing
markets, and incentivizing disclosure. Our market data provides price transparency, assists
regulated entities in meeting their compliance obligations, and enables better informed
investment decisions. Our platform empowers companies to be public and provides a global
gateway to access U.S. investors. OTCQX and OTCQB offer companies a choice of premium
markets to demonstrate their compliance with securities laws, corporate governance, and
commitment to transparency.

8
Products and Services
Each of our three business lines is described in detail below.
OTC Link
Our wholly owned subsidiary, OTC Link LLC, a FINRA member broker-dealer, operates OTC
Link ATS, OTC Link ECN, and OTC Link NQB, each an SEC-regulated ATS. OTC Link LLC
provides regulated quotation, messaging, trade execution, and reporting services to broker-
dealers. By offering multiple market models, control of trades, and choice of counterparties,
OTC Link allows broker-dealer subscribers to efficiently provide best execution, attract order
flow, and comply with FINRA and SEC regulations.
OTC Link ATS offers a fully attributable, network-based model for quoting and facilitating
transactions in over-the-counter (“OTC”) equity securities and serves a diverse community of
FINRA member broker-dealers that operate as market makers, agency brokers, and ATSs,
including Electronic Communication Networks (“ECNs”). OTC Link ATS consolidates broker-
dealer quotations, delivers trade messages, and allows subscribers to execute or negotiate
trades with known counterparties.
OTC Link ATS operates as a Qualified Interdealer Quotation System (“Qualified IDQS”) as
defined in Exchange Act Rule 15c2-11 (“Rule 15c2-11”). In this capacity, OTC Link ATS
determines whether a security is eligible to be the subject of quotations under Rule 15c2-11 and
makes those determinations publicly available on our website and via our market data feeds.
Broker-dealers can rely on our determinations in submitting quotations in securities on our OTC
Link ATS.
OTC Link ECN operates as an ECN and functions as a centralized matching engine and router
for certain OTC equity securities by providing subscribers with anonymous order matching
functionality. OTC Link NQB operates as a fully attributable IDQS and a centralized matching
engine, allowing distribution of depth-of-book market data. When orders do not match internally
on OTC Link ECN or OTC Link NQB, they are routed to other market destinations.
All transactions executed on OTC Link ECN and OTC Link NQB are cleared and settled
pursuant to a clearing agreement with Apex Clearing Corporation.
As of December 31, 2023, 86 broker-dealers subscribed to our OTC Link ATS and 108 broker-
dealers connected to OTC Link ECN, as compared to 87 and 102 subscribers, respectively, as
of December 31, 2022. Our OTC Link business comprised approximately 18% and 20% of our
gross revenues in the years ended December 31, 2023 and 2022, respectively.
Market Data Licensing
Due to the role OTC Link plays in supporting the broker-dealer trading process and our
interaction with issuers, we generate a significant amount of market data and information. Our
Market Data Licensing business provides our subscribers with access to extensive market data
and financial information, including real-time, delayed, and end-of-day quotation and trading
data, as well as a security master with issuer-level data. In addition, our Market Data Licensing
business offers a number of data products and tools for compliance teams, including our Blue
Sky data, which provides state securities law compliance data for a wide spectrum of equity and
fixed-income securities. Our Blue Sky data and other compliance data products are available
through market data feeds and our Canari® platform.
Our Market Data Licensing business also operates EDGAR Online, which we acquired in
November 2022. EDGAR Online includes the EDGAR Pro platform and provides structured
data sets containing company disclosure and financial information from public company filings.

9
Our market data licenses are priced per enterprise or per user and available through direct
connectivity, extranet providers, third-party market data redistributors, and Order Management
Systems (“OMS”) as well as through certain of the Company’s websites. Depending on the
license type, subscribers may distribute our market data on an internal-only basis, redistribute to
clients, or redistribute to the public. We generate a significant portion of our Market Data
Licensing revenues from sales through market data redistributors, some of whom are entitled to
redistribution fees and rebates. As of December 31, 2023, 64 market data redistributors
disseminated our market data to subscribers, compared to 67 as of December 31, 2022.
We also charge for the display of advertisements on www.otcmarkets.com.
Our Market Data Licensing business comprised approximately 39% and 35% of our gross
revenues in the years ended December 31, 2023 and 2022, respectively.
Corporate Services
Our Corporate Services business includes the OTCQX Best Market, the OTCQB Venture
Market, the Pink® Open Market, and our suite of additional services. These services include the
OTC Disclosure & News Service® (“DNS”) and OTCIQ Basic, which allow issuers to publish
disclosure, news, and company information to our website and other distribution channels, and
the Virtual Investor Conferences® (“VIC”) product that allows issuers to communicate and
engage with stockholders and potential investors through an interactive, online platform.
The OTCQX Best Market provides efficient public trading without the complexity and cost of a
national securities exchange listing. To join OTCQX, companies must meet minimum financial,
disclosure, and qualitative standards set out in our OTCQX Rules.
The OTCQX market is divided into OTCQX U.S. and OTCQX International. OTCQX for Banks,
an expansion of the OTCQX market for U.S. companies, is specifically aimed at meeting the
needs of community and regional banks. The OTCQX International market is targeted towards
(i) large global companies that meet the listing standards of a qualified non-U.S. stock exchange
in their primary market and do not see value in meeting multiple regulatory, compliance,
disclosure, and accounting standards associated with a U.S. exchange listing, and (ii) emerging
growth companies that are listed on a qualified non-U.S. stock exchange and may be working
towards a U.S. exchange listing but are not yet ready to deploy the management resources
necessary to handle the related operational complexity and cost burdens.
As of December 31, 2023, 600 companies were traded on the OTCQX market, comprised of
182 U.S. companies and 418 international companies, as compared to 615 companies as of
December 31, 2022, comprised of 172 U.S. companies and 443 international companies.
The OTCQB Venture Market provides public trading for entrepreneurial and development-stage
companies and applies standards that promote price transparency and facilitate public
disclosure. OTCQB is open to international and domestic companies that meet the OTCQB
Standards.
There were 1,140 companies traded on the OTCQB market as of December 31, 2023, of which
over 800 were international companies, as compared to 1,239 companies as of December 31,
2022, of which over 850 were international companies.
Companies that do not meet the standards of, or choose not to apply for, the OTCQX Best
Market or the OTCQB Venture Market may have their securities traded on the Pink Open
Market. OTC Markets Group categorizes companies on the Pink market as “Pink Current
Information” or “Pink Limited Information” based on the sufficiency and timeliness of the
information provided to investors. Companies on the Pink market may publish disclosure via
DNS, to the SEC, or to certain other regulatory authorities.

10
We publish issuer and security-level compliance flags to help investors identify opportunities
and quantify risk. For example, companies whose stock is the subject of a public interest
concern are flagged as “Caveat Emptor,” or buyer beware.
We also operate an Expert Market® tier with restricted quote distribution. The Expert Market
allows broker-dealers to publish unsolicited quotes and meet their best execution
responsibilities while serving the needs of sophisticated investors.
Our Corporate Services business comprised approximately 43% and 45% of our gross
revenues in the years ended December 31, 2023 and 2022, respectively.

11
Key Metrics
The table below presents key metrics for our OTC Link, Corporate Services, and Market Data
Licensing business lines for the years ended December 31, 2023, 2022, and 2021.
December 31,
2023 2022 2021
OTC Link
Number of active ATS subscribers (1) 86 87 86
(1)
Number of active ECN subscribers 108 102 93
(1)
Number of unique active OTC Link subscribers 136 133 124
New Form 211 filings (3) 236 250 644
Number of securities quoted: (1)
OTCQX 664 669 623
OTCQB 1,187 1,286 1,197
Pink 10,494 10,634 10,191
Total 12,345 12,589 12,011
Dollar volume traded (in thousands):
OTCQX $ 78,654,292 $ 106,348,708 $ 230,761,808
OTCQB 5,212,644 9,453,177 35,851,511
Pink 302,553,711 391,245,585 447,233,098
Total $ 386,420,647 $ 507,047,469 $ 713,846,417
Dollar volume per security (in thousands):
OTCQX $ 118,455 $ 158,967 $ 370,404
OTCQB 4,391 7,351 29,951
Pink 28,831 36,792 43,885

Corporate Services
Graduates to a national securities exchange 38 74 155
Number of corporate clients (1) /(2)
OTCQX 600 615 570
OTCQB 1,140 1,239 1,150
Pink 1,461 1,546 1,563
Total 3,201 3,400 3,283

Market Data Licensing

Market data professional users (1) 28,297 26,807 26,563
Market data non-professional users (1) 10,978 13,700 28,206
Market data compliance file users(1) 56 53 49

(1) Figures presented are at period end.

(2) Figures presented represent the number of companies subscribing to our services.
(3) Starting in September 2021, OTC Link ATS began conducting initial reviews under Rule 15c2-11 for certain
companies seeking to join the OTCQX and OTCQB markets. In the event that OTC Link ATS approves the
initial review, it subsequently files a modified Form 211 with FINRA. Figures presented include 42 and 82
Form 211s filed by OTC Link ATS during the years ended December 31, 2023 and 2022, respectively.

12
Recent Business Developments
Availability of Market Data Feeds via Nasdaq Data Link
On August 8, 2023, we announced that OTC market data feeds will be available on Nasdaq’s
Data Link platform. The integration will expand the availability of our market data to users of the
Nasdaq Data Link platform, allowing subscribers to access OTC data alongside the exchange-
listed data already provided by Nasdaq. It is not yet possible to estimate the impact this new
distribution arrangement will have on our financial results.

Recent Regulatory Developments Impacting our Business

Blue Sky Secondary Trading Exemptions for OTCQX and OTCQB
As of March 1, 2024, our OTCQX and OTCQB markets are exempt from state Blue Sky laws
regarding secondary trading in 39 states and one U.S territory: Alaska, Arkansas, Colorado,
Connecticut, Delaware, Georgia, Hawaii, Idaho (OTCQX only), Indiana, Iowa, Kansas (OTCQX
only), Kentucky, Louisiana, Maine, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New
Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont
(OTCQX only), Virginia (OTCQX only), Washington, West Virginia, Wisconsin, and Wyoming.
State Blue Sky laws generally help investors make informed decisions by mandating that
companies disclose accurate and current information when offering or marketing securities. We
believe recognition of our markets by state regulators and the resulting Blue Sky exemptions
make OTCQX and OTCQB more attractive to current and prospective companies. However,
the impact of this initiative on our financial results is indirect and therefore difficult to determine.
OTC Link Membership Agreement Update
On May 5, 2023, FINRA granted OTC Link’s application to update its Membership Agreement to
permit it to facilitate transactions in digital asset securities pursuant to the Joint Staff Statement
issued by the SEC and FINRA on July 8, 2019. The Membership Agreement update may
enable OTC Link subscribers to quote and trade digital asset securities via OTC Link ATS.
However, it is not yet possible to determine whether such activity will occur or whether any such
activity would have a material impact on our financial results.

Other Business and Regulatory Information

Technology
Our IT infrastructure is the foundation of our internal and customer facing applications and
focuses on their reliability, high-availability, and scalability.
We roll out new business functionality while simultaneously focusing on improving the scalability
and stability of our systems. Capital expenditures during the past several years have been
concentrated on the enhancement of our primary and secondary data centers and increased
network resiliency and security. We will continue to invest in building out our systems in order
to meet the functionality and reliability needs of our subscribers and to integrate acquired
systems.

13
The Nature and Extent of the Issuer’s Facilities
OTC Markets Group’s corporate headquarters is located on the 12th floor at 300 Vesey Street,
New York, NY 10282, and is composed of approximately 33,000 square feet of leased office,
conference, meeting, and reception space. The Company’s sublease agreement was entered
into effective October 19, 2018. The term of the sublease is through December 30, 2031. The
annual rental expense under the lease is approximately $1.8 million.
We maintain an office in Washington, D.C., consisting of approximately 4,000 square feet of
general office space, located at 100 M Street SE, Washington, D.C. 20003. The lease was
amended in April 2021 and expires on January 31, 2028. The annual rent expense under the
lease is approximately $212 thousand.
We rent a single office located at Berkeley Square House, Berkeley Square, London, W1J 6BD,
United Kingdom. The lease agreement was entered into effective July 1, 2023, and is for a two-
year term. We rent a single office located at 17/F, 12 Marina Boulevard, Singapore 018982, on
a month-to-month basis.
We also contract with 11:11 Systems Inc. in Carlstadt, NJ, and with Netrality Properties, LP in
Philadelphia, PA, for hosting and networking services in respect of our primary and secondary
data centers, including production, back-up and disaster recovery sites, and internet and
telecommunication services.
We believe that our properties are in good operating condition and adequately serve our current
business operations.
Legal Proceedings
There are no current, past, pending or threatened legal proceedings or administrative actions
either by or against OTC Markets Group that could have a material effect on our business,
financial condition, or operations. We are not a party to any past or pending trading
suspensions by a securities regulator.
In the ordinary course of business, the nature of the Company’s business subjects it to claims,
lawsuits, regulatory examinations or investigations, and other proceedings. OTC Link is
regularly the subject of various regulatory reviews, inquiries, investigations, and subpoenas or
requests for information by FINRA and the SEC. At the conclusion of a recent FINRA
examination, we received a disposition letter that may lead to additional FINRA inquiries. Since
2022, we have been in discussions with the SEC’s Division of Enforcement regarding certain
OTC Link policies and procedures related to the filing of Suspicious Activity Reports. These
discussions have progressed towards settlement such that the Company has accrued $1.2
million in regulatory costs, included in professional and consulting fees within the Consolidated
Statement of Income and accrued expenses and other current liabilities in the Consolidated
Balance Sheet, reflecting the Company’s current estimate of the reasonably probable cost to
resolve this matter. The Company’s discussions with the SEC are continuing. Based on the
ongoing nature of this matter, it is uncertain what the timing, amount, or terms of a resolution
with the SEC will be. The Company does not believe that this matter will have a material
adverse effect on its consolidated financial statements, results of operation, or liquidity;
however, the amount of loss may differ from the Company’s estimate and as such the Company
cannot be sure of the ultimate impact on its business or financial statements.
Contracts
Exhibits 3 and 4 to this Annual Report provide a list of contracts important to our business,
divided into two categories: material contracts and customer contracts. Negotiated material
contracts include R. Cromwell Coulson’s employment agreement, Change in Control

14
agreements with certain senior executive officers, and real estate leases on commercial office
space used in our business. We use standardized customer contracts in each of our three
business lines.
Regulation
Our wholly owned subsidiary, OTC Link LLC, is an SEC-registered, FINRA member broker-
dealer, subject to all applicable FINRA and SEC rules. OTC Link LLC operates three SEC-
regulated ATSs: OTC Link ATS, OTC Link ECN, and OTC Link NQB. OTC Link LLC and each
of our ATSs are subject to regulation and periodic examinations by the SEC and FINRA.
OTC Link ATS operates as a Qualified IDQS as defined in Rule 15c2-11. OTC Link ECN
operates as an ECN. OTC Link NQB operates as a fully attributable IDQS.
All subscribers to OTC Link ATS are FINRA member broker-dealers, subject to all applicable
FINRA rules. Unlike traditional exchanges and matching engines, OTC Link ATS is not a party
to any trade reports with respect to any trade executions that may result from trade messages.
OTC Link ECN and OTC Link NQB act as the executing party on an agency basis in relation to
all transactions executed on these platforms. Pursuant to applicable FINRA rules, OTC Link
ECN and OTC Link NQB submit trade reports to FINRA’s OTC Reporting Facility.
OTC Link ATS meets the definition of an SCI Entity under the SEC’s Regulation Systems
Compliance and Integrity (“Regulation SCI”). Regulation SCI is a set of rules designed to
strengthen the technology infrastructure of the U.S. securities markets and applies to national
securities exchanges and certain ATSs, market data information providers, and clearing
agencies, subjecting these SCI entities to comprehensive compliance obligations. OTC Link
ATS and OTC Link ECN are also each required to comply with the applicable regulatory
obligations under Regulation ATS and have had Consolidated Audit Trail (“CAT”) reporting
responsibilities since June 2020. OTC Link NQB has similar CAT and Regulation ATS
obligations.
OTC Markets Group and our markets are not national securities exchanges. Our markets
provide an alternative to a national securities exchange listing for companies that either choose
not to be listed on a U.S. national securities exchange or do not meet the relevant listing
requirements. Our non-exchange status enables us to offer certain financial information,
technology, and market services that are competitive with the services offered by national
securities exchanges with less complexity and lower costs, but it also inhibits our ability to
provide certain other benefits that exchanges may offer.
Rule 15c2-11 permits OTC Link ATS, as a Qualified IDQS, to perform the required information
review to determine whether a security is eligible to be publicly quoted. Our broker-dealer
subscribers rely on these public determinations.
OTC Markets Group does not have regulatory enforcement authority over companies whose
securities trade on our markets. However, securities on our market are subject to federal and
state securities laws. For example, under Rule 15c2-11, companies may be required to publish
financial information and other disclosure in order for their securities to be publicly quoted by
broker-dealers on our markets. It is our policy to respond to regulatory requests and proactively
share information with our regulators about our markets and the companies that trade on our
markets.

15
Competition
OTC Link
The market for trading services in the U.S. is intensely competitive. Changes in the regulatory
landscape over the past several years have contributed to an increase in the number of trading
platforms in the equities markets, including numerous national securities exchanges, regional
markets, ATSs, and ECNs. A continued increase in new entrants and products to the market or
in price competition could result in a decline in our trading activity, thereby adversely affecting
our operating results.
Current law prevents national securities exchanges from listing or facilitating trading in non-SEC
registered securities. OTC Link would face increased competition from national securities
exchanges if those laws were to change. OTC Link may also face competition if national
securities exchanges or other venues are permitted to operate specialized markets for venture
companies or thinly traded securities.
OTC Link competes with Global OTC, an ATS and an IDQS operated by a subsidiary of NYSE
Group Inc., which offers an automated execution venue for certain OTC equity securities.
Market Data Licensing
A decline in trading on OTC Link caused by competition or otherwise, as well as other economic
conditions adversely affecting OTC Link or our subscribers, may result in a reduction in demand
for our market data products. If competition in the OTC trading market results in fragmentation
of the existing market for quoting and trading OTC equity securities, the value of our market
data products and corresponding demand for those products may be reduced. The Market Data
Licensing business is highly dependent on rapidly changing technology and is characterized by
intense price competition. Many of our competitors have greater financial and other resources
than we do. These market data providers may offer more competitive pricing and deploy new
products to our detriment. Competition for our market data products may arise from, among
other things, market data generated by a regulator or competing trading platform. We may also
see competition for our other data products, such as the EDGAR Online business or Blue Sky
Data product, if existing data providers choose to develop competing products or new entrants
emerge.
Corporate Services
Our Corporate Services business competes with national securities exchanges such as Nasdaq
and NYSE and with global exchanges such as the London Stock Exchange’s AIM and Canada’s
TSX Venture Exchange. We face competition because certain companies that join our OTCQX
or OTCQB markets may also qualify for a national securities exchange listing. Similar to OTC
Link, our Corporate Services business benefits from current law that prevents a national
securities exchange from listing the securities of non-SEC registered companies.
It is possible that the national securities exchanges or competing ATSs could alter their
business models to attempt to compete with our Corporate Services business. New entrants
may, among other things, respond more quickly to competitive pressures, develop and deploy
products and services more efficiently, or adapt more successfully to changes in technologies
and customer requirements. If we are unable to compete successfully in terms of our product
offerings or pricing, our business, financial condition, and results of operations could be
materially adversely affected.
Dependence on One or a Few Major Customers
OTC Markets Group’s three business lines provide diverse products and services. The varied
nature of our revenue streams generally prevents us from having material reliance on a small

16
number of major customers. However, our Market Data Licensing business utilizes third-party
data redistributors to bring our data to end users, and these end users are somewhat
concentrated with certain major redistribution partners. To illustrate, our three largest
redistributors accounted for 11% of our gross revenues in each of 2023 and 2022.
A majority of our OTC Link and Market Data Licensing gross revenues are generated by
customers that are financial institutions. We are subject to reliance on a decreasing number of
these types of customers as financial institutions are acquired, merge, restructure, and dissolve.
If relationships with our largest redistribution partners or a substantial number of our financial
institution customers, including our OTC Link broker-dealer subscribers, are terminated, not
renewed, or renegotiated on terms less favorable to us, our business could be adversely
affected.
Employees
OTC Markets Group fosters an open culture that emphasizes autonomy, responsibility,
innovation, and self-discipline. We continually strive to create a stimulating and inclusive
atmosphere that encourages personal and professional growth, fulfillment, and hard work. OTC
Markets Group provides employees opportunities to become equity owners of our company and
share in its success.
As of December 31, 2023 and 2022, OTC Markets Group had a total of 134 and 131 full-time
employees, respectively. Employees support one of our three business lines, or our Information
Technology, Marketing, or Finance/Corporate Administration support units. None of our
employees are covered by a collective bargaining agreement.
We attract the best and brightest people by offering inspiring leadership, competitive
compensation, equity participation, and a stimulating work environment. Our culture promotes
initiative, rewards merit, and creates opportunity. Our enterprise is fueled and driven by a team
effort of empowered individuals. We treat our colleagues with respect that is earned through
collaborative contribution to our collective success. We make each other stronger by sharing
our knowledge and experience. We are committed to diversity and emphasize a community of
learning, inclusiveness, and interaction.
We have designed our compensation and benefits programs to promote the retention and
growth of our employees along with their health, well-being, and financial security. Our
employees are eligible for a comprehensive package of benefits and perquisites, including
medical, dental and vision insurance, a 401(k) plan, and life and disability insurance, among
others. Our short- and long-term incentive programs are designed to reward high performers
with competitive compensation benchmarked against our peers, and we review the
competitiveness of our compensation and benefits periodically. As an equal opportunity
employer, we give consideration to all qualified applicants without regard to race, national origin,
gender, gender identity, sexual orientation, protected veteran status, disability, age, or any other
protected class as called for by applicable laws and Executive Orders.
Career development and training opportunities are available throughout the organization,
including targeted courses and self-directed instruction from a number of available resources.
Our open, transparent, and connected core values are incorporated into each aspect of our
company. We encourage professional, passionate discussions of opposing viewpoints and
creativity.
We maintain a flexible, hybrid schedule, with personnel working from our offices or remotely.
We maintain offices in New York City and Washington, D.C., as well as sales offices in London,
United Kingdom, and Singapore.

17
For additional information about our culture, core values, and benefits package, please refer to
the careers section of our website at www.otcmarkets.com/careers, which is not incorporated in
this Annual Report.
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor
Contracts
To protect our intellectual property rights, we rely on a combination of trademark and copyright
laws, trade secret protections, confidentiality agreements, and other contractual arrangements
with our clients, strategic partners, and others.
We own or have licensed rights to trade names, trademarks, domain names, and service marks
that we use in conjunction with our operations and services. We have registered many of our
most important trademarks. Our primary trademarks and trade names include “OTCQX,”
“OTCQB,” “OTC Link,” and “Pink.” As of December 31, 2023, we had 29 trademarks registered
in the U.S., 7 of which are also registered in the U.K. with one additional trademark pending,
and 5 of which are also registered in the European Union. In connection with the acquisition of
EDGAR Online, we entered into a non-transferable, non-exclusive trademark license
agreement with the SEC concerning the EDGAR® trademark. We maintain copyright
protection in our branded materials.

18
Risk Factors
You should carefully consider the risks and uncertainties described below, together with all of
the other information in this Annual Report. OTC Markets Group evaluates the key enterprise
risks it faces on an ongoing basis. The list of key enterprise risks and uncertainties that follows
is not exhaustive. Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may adversely affect our business now or in the future. Some
risks affect more than one category, and the risks are not in order of significance or probability
of occurrence because they have been grouped by categories. The market price of our Class A
Common Stock could decline, and investors could lose part or all of their investment due to any
of these risks.
Business and Operational Risks
• Challenging global and national economic conditions may impact our business,
financial condition, and operating results.
• Our operating results may fluctuate as a result of factors outside of our control,
which makes our results difficult to predict and could cause our results to fall short
of expectations.
• System limitations and failures, including failures elsewhere in the financial
services industry, could expose us to material financial and reputational harm.
• Cyber attacks or other security incidents could harm our business.
• We rely on third-party vendors that may cease to provide services or products that
we use to run our business.
• The economic impact of pandemics or other public health emergencies, including
the emergence of new COVID-19 variants, could adversely affect our financial
condition and results of operations.
• We are exposed to credit risk from third parties.
• We may need additional funds to maintain and grow our business, which may not
be readily available.
• We are not subject to SEC reporting requirements, which may negatively impact our
ability to raise capital.
Industry and Competitive Risks
• We operate in a highly competitive industry.
• Our failure to attract and retain key personnel may adversely affect our ability to
conduct our business.
• The success of our business depends on our ability to keep up with the significant
and rapid technological and other changes that affect our industry.
• The adoption of new technologies may impact our business model.
• We may not be successful in executing on our strategies to support our growth
organically or through acquisitions, other investments, or strategic alliances.
• We are subject to reliance on a decreasing number of current and prospective
customers as financial institutions are acquired, merge, restructure, and dissolve.

19
• The OTCQX, OTCQB, and Pink markets are not national securities exchanges, and
this may limit the pool of investors for securities traded on those markets.
• Many OTCQX and OTCQB companies operate in Canada, are concentrated in
specific industries in Canada, and may be subject to economic factors in Canada
that may cause them to no longer meet the OTCQX Rules or the OTCQB Standards,
or choose to withdraw from OTCQX or OTCQB.
Legal and Regulatory Risks
• Regulatory changes or scrutiny could have a material adverse effect on our
business.
• The regulatory framework under which we operate, and new regulatory
requirements or new interpretations of existing requirements, could require
substantial time and resources for compliance, which could make it difficult and
costly for us to operate our business.
• Our compliance and risk management methods, as well as our fulfillment of our
regulatory obligations, might not be effective, which could lead to enforcement
actions by our regulators.
• OTC Link subscribers are highly regulated, and the regulatory framework under
which they operate, and new regulatory requirements or new interpretations of
existing requirements, could require substantial time and resources for compliance,
which could make it difficult and costly for them to operate.
• Laws and regulations regarding the handling of personal data and information may
affect our services or result in increased costs, legal claims, or fines against us.
• We may face liability for content contained in our data products and services.
• Changes in tax regulations and policies could have a material adverse impact on
our financial results.
Intellectual Property and Brand Reputation Risks
• If we are not able to maintain and further enhance OTC Markets Group’s reputation
and brand, our ability to expand our business will be impaired and our business and
operating results will be harmed.
• Our intellectual property rights are valuable and any failure to protect our
intellectual property rights, or allegations that we have infringed the intellectual
property rights of others, could adversely affect our business, financial condition,
and operating results.
• Any infringement by us on intellectual property rights of others could result in
litigation and could have a material adverse effect on our operations.
Investment Risks
• If an active, liquid trading market for our common stock does not develop,
stockholders may be unable to sell their shares quickly or at all.
• The market price and trading volume of OTC Markets Group’s common stock may
be volatile, and stockholders could lose some or all of their investment.
• Decisions to declare future dividends on our common stock or repurchase common
stock will be at the discretion of our Board of Directors based upon a review of

20
 relevant considerations. Accordingly, there can be no guarantee that we will pay
future dividends or repurchase our common stock.
• Our financial results could be adversely affected as a result of acquisitions, which
in turn may adversely affect the market value of our common stock.
• Our Chief Executive Officer holds approximately 27% of our issued and outstanding
common stock.
• Provisions of our Amended and Restated Certificate of Incorporation and by-laws,
certain agreements with management, and provisions of Delaware law could delay
or prevent a change in control of the Company and entrench current management.
Business and Operational Risks
Challenging global and national economic conditions may impact our business, financial
condition, and operating results.
Our business performance is impacted by a number of factors, including general economic
conditions, financial market activity and other factors that are generally out of our control. A
weakening of global or national economic conditions would likely negatively impact the ability of
our customers and other counterparties to meet their obligations to us. Poor or uncertain
economic conditions could result in, among other things, declines in trading activity, or a
reduction in demand for our Market Data Licensing and Corporate Services products.
Reduced levels of trading activity in our markets, and in equity markets generally, may affect
customer demand for our OTC Link business, Corporate Services, and Market Data Licensing
products and may adversely impact OTC Link’s transaction-based revenues. It is likely that a
general decline in trading volumes would adversely affect our broker-dealer subscribers, which
may adversely affect our business, financial condition, and operating results. Changes in our
broker-dealer subscribers’ trading behavior, either in response to regulatory changes or in
response to market conditions, could also adversely impact transaction-based revenues and
transaction-based expenses. In addition, revenues from our OTC Link and Market Data
Licensing businesses may decline due to continued business consolidation and further declines
in headcount within the financial services industry.
Our operating results may fluctuate as a result of factors outside of our control, which
makes our results difficult to predict and could cause our results to fall short of
expectations.
Our operating results may fluctuate as a result of a number of factors, many of which are
outside of our control, including economic and political market conditions, climate change,
natural disasters, pandemics, terrorism, war or other catastrophes, broad macro-economic
trends, including volatility or distress within certain industries, seasonal fluctuations, price
performance and volatility in the stock market, the level and volatility of interest rates, inflation,
global, national or local government sanctions, changes in government monetary or tax policy,
or other legislative and regulatory changes. Any of these factors, and others outside our
control, including, for example, a prolonged international conflict, or a recession, could result in
a general decline in trading volumes in the equity markets, which could negatively impact our
revenues. For these reasons, comparing our operating results on a period-to-period basis may
not be meaningful, and our past results should not be relied on as an indication of future
performance.
System limitations and failures, including failures elsewhere in the financial services
industry, could expose us to material financial and reputational harm.

21
Our business depends on the continuing operation of our information technology and
communications systems. If these systems cannot accommodate user demand or otherwise fail
to perform, we could experience disruptions in service, slower response times, and delays in the
introduction of new or updated products and services. Interruptions in service and delays could
reduce revenues and profits, lead to regulatory action, including fines, and result in damage to
our business and reputation. We have experienced systems failures in the past, and systems
failures may occur in the future. Failures could be caused by, among other things, failures at
third-party vendors on which we rely, hardware or software malfunctions or defects, unusually
heavy use of our systems, insufficient capacity or network bandwidth, power or
telecommunications failures, natural disasters, human error, targeted attacks, and computer
viruses. Any interruption in the third-party services on which we rely could be disruptive to our
business and to our ability to continue to operate.
We currently maintain and expect to continue to maintain multiple computer facilities and
systems that are designed to provide redundancy and backup. However, such systems and
facilities may prove inadequate. The steps we have taken to increase the reliability and
redundancy of our systems are expensive, reduce our operating margin, and may not be
successful in reducing the frequency or duration of unscheduled downtime.
We have programs in place to identify, monitor and minimize our exposure to vulnerabilities that
could contribute to system failures. However, we cannot guarantee that those programs will be
adequate or that such failures will not occur in the future.
In recent years, technology-related failures have impacted several prominent securities industry
participants. OTC Link relies on systems to meet its trade reporting and similar obligations, and
a disruption in those systems may have an adverse effect on our OTC Link business. A
disruption in OTC Link ECN’s or OTC Link NQB’s systems that results in incorrect transaction
reporting to its subscribers or its third-party clearing firm, or omissions in such reporting or any
disruption in routing functionality, may obligate OTC Link ECN or OTC Link NQB to trade out of
an error account position at its clearing broker, which could result in our incurring trading losses.
If OTC Link broker-dealer subscribers undergo significant systems failures, they may cease to
operate or cease to use our services. Further, systemic failures, or financial instability in a
particular region could have a contagion effect, and may erode investor confidence in the
securities trading industry, which could adversely affect our business, financial condition, and
operating results.
Cyber attacks or other security incidents could harm our business.
The fast and secure transmission of information over public and other networks is a critical
element of our operations and is the subject of significant regulatory scrutiny. Our computer
systems and networks, those of our third-party service providers, or open source technology
may be vulnerable to security breaches, hacking, human error, denial-of-service attacks,
sabotage, terrorism, computer viruses, and other security incidents. Some of these threats
include attacks from foreign agents or insiders, and those threats may be exacerbated by global
geopolitical and similar events. Bad actors could wrongfully access and use our information or
our subscribers’ or users’ information, including personally identifiable information and material
nonpublic information, or cause interruptions or malfunctions in our operations. Although we
have implemented security measures, our security and the security of our third-party providers
may prove to be inadequate. Any system breach may go undetected for an extended period of
time. Maintaining and enhancing these measures also represents additional cost, which
reduces our operating margin. If our systems fail to perform or if there are security breaches,
any such failures or breaches could, among other things, damage our reputation and/or cause a
loss of business, trading volume, revenues, and lead to lawsuits and regulatory actions

22
including fines, any of which could adversely affect our business, financial condition, and
operating results.
As cyber security threats continue to evolve and increase in sophistication and frequency, and
as the regulatory environment related to information security, data collection and use, and
privacy becomes increasingly rigorous, we may be required to devote significant additional
resources to modify and enhance our security controls and to identify and remediate security
vulnerabilities, which could adversely impact our business. We also expend time and resources
reviewing, guarding against, and monitoring for cybersecurity risks, threats and incidents
involving our third-party vendors, which, if they were to occur, could adversely impact our
business.
We rely on third-party vendors that may cease to provide services or products that we
use to run our business.
We rely on third-party service providers to operate our business and have incorporated third-
party hardware, software, and services into certain of our systems and offerings. For example,
our OTC Link ECN and OTC Link NQB platforms primarily rely on a third-party technology
vendor for maintenance and enhancements.
We also rely on certain third-party vendors to provide data that we use in our products, including
our Market Data Licensing compliance data products and processes related to our Rule 15c2-11
obligations. If such data or other content or information that we distribute is no longer available,
has errors, is delayed, or has design defects, our business could be adversely impacted.
Our operations and financial position could be negatively impacted in the event that our third-
party vendors fail to perform as expected or otherwise cease providing products or services on
which we rely. We may also be subject to additional costs or regulatory inquiries or fines and
become exposed to new risks in the event that we have to transition to new vendors or enhance
our technology.
The economic impact of pandemics or other public health emergencies, including the
emergence of new COVID-19 variants, could adversely affect our financial condition and
results of operations.
The COVID-19 pandemic and governmental and other measures aimed at containing its spread
have had a significant impact on global economic activity. Pandemics and other public health
emergencies, including a resurgence of COVID-19, could have an adverse macroeconomic
impact, which may have a negative impact on our business.
We could be subject to various risks related to pandemics and other public heath emergencies,
including the COVID-19 pandemic, as well as additional risks not presently known to us, or that
we currently deem immaterial, any one of which could have a material, adverse effect on our
business, financial condition, liquidity, and results of operations. For example, existing clients
and subscribers negatively impacted by a resurgence of the COVID-19 pandemic may choose
to cancel or reduce the services they purchase from us and potential clients could choose to
delay or defer purchasing decisions.
Temporary closures and subsequent reopening of our offices may create operational challenges
and risks that may require us to make additional investments related to workplace health and
safety protocols. Pandemics and other public health emergencies could also impact the
productivity of our employees and third-party vendors, both as a result of the challenges of
working from a remote environment or as a result of illness, impacting the effectiveness of our
operations and hampering our ability to deliver on strategic initiatives. Our hybrid working

23
environment may also introduce heightened cybersecurity and operational risks that could
adversely impact our business operations.
The extent to which pandemics and other public health emergencies, including the COVID-19
pandemic, could materially adversely affect our business and results of operations will depend
on numerous factors and future developments that we are not able to predict.
We are exposed to credit risk from third parties.
We are exposed to credit risk from third parties, including subscribers and clearing providers.
These parties may default on their obligations to us due to bankruptcy, lack of liquidity, or other
reasons. Many of our subscribers are financial institutions whose ability to satisfy their
contractual obligations may be negatively impacted by, among other things, slow or stagnant
financial growth. Credit losses could adversely affect our financial position and results of
operations.
We may need additional funds to maintain and grow our business, which may not be
readily available.
We depend on the availability of adequate capital to maintain and develop our business.
Although we believe that we can meet our current capital requirements from internally
generated funds, cash on hand and available borrowings, there are no assurances that
additional capital will not be required in the future. If we do not achieve our expected operating
results, we may need to reallocate our cash resources. Our failure to fund our capital or credit
requirements could have an adverse effect on our business, financial condition, and operating
results.
We have no outstanding borrowings under our $3.0 million line of credit with JPMorgan Chase
Bank, N.A. (“JPMorgan Chase”) (see Liquidity and Capital Resources, below). In the event that
we draw funds on our line of credit, or choose to enter into and draw from additional credit
agreements for the purpose of making acquisitions or otherwise, we would be subject to
restrictive covenants that could, among other things, restrict our ability to grant liens, incur
additional indebtedness, pay dividends, sell assets, and make certain payments. Our failure to
meet any of the covenants could result in an event of default. If an event of default were to
occur, and we were unable to receive a waiver of default, our lenders could increase our
borrowing costs, restrict our ability to obtain additional borrowings, accelerate all amounts
outstanding, or enforce their interest against all collateral pledged.
If the capital and credit markets experience volatility, access to additional capital or credit may
not be available on terms acceptable to us or at all.
We are not subject to SEC reporting requirements, which may negatively impact our
ability to raise capital.
None of our Class A Common Stock has been registered with the SEC under the Securities Act
or the Exchange Act or qualified under any state securities laws. This limits our ability to raise
capital under certain circumstances. For example, certain investors will not invest in
unregistered securities, including in private offerings of securities issued by public companies
that do not provide investors with registration rights.
We avail ourselves of Blue Sky secondary trading exemptions through our inclusion on the
OTCQX market, and other applicable exemptions and filings; however, not all states recognize
these exemptions and there are states in which we have not qualified for an exemption or filing.
If we were to decide to issue securities in a registered public offering, we would be required to
register our securities under the Securities Act and, among other things, comply with SEC
reporting requirements, which would increase our ongoing costs of operations.

24
Industry and Competitive Risks
We operate in a highly competitive industry.
We face formidable competition in every aspect of our business. We compete in a variety of
ways with other market participants, including national securities exchanges, other SEC
registered ATSs, and other financial technology firms providing market data and data analytics
products. There is the possibility that new national securities exchanges, ATSs, Qualified
IDQSs, other trading platforms or market data providers could emerge that would further
increase competition in our industry. If we fail to retain existing subscribers or add new ones, or
if our subscribers decrease their level of engagement with our products, services and platform,
our business, operating results, and financial condition may be significantly harmed.
The leading global stock exchanges have highly developed and successful listing products and
premium fee structures that can fund substantial advertising, marketing, and sales efforts.
There is the possibility that national securities exchanges or competing ATSs, and regulated
markets outside of the U.S., could create listing venues, such as specialized venture
exchanges, that compete directly with our OTCQX and OTCQB markets. If we fail to compete
successfully with existing or new market participants, our business, financial condition, and
operating results may be adversely affected. For additional information on the competitive
environment in which we operate see Competition, above.
Our failure to attract and retain key personnel may adversely affect our ability to conduct
our business.
Our success depends, in large part, upon our ability to attract and retain highly qualified
personnel, which is and will be dependent on a number of factors, including market conditions
and compensation and benefits offered by our competitors. For example, we may not be able to
attract or retain personnel due to remote working preferences, competitive compensation and
benefits programs, and broader employment trends.
Moreover, there can be no assurance that we will be able to retain our current employees.
There is substantial competition for qualified and capable technologists and financial services
professionals, which may make it difficult for us to retain qualified employees. We may have to
incur costs to retain or replace senior executive officers or other key employees, and our ability
to execute our business strategy could be impaired if we are unable to replace such persons in
a timely manner. We have entered into Change in Control Agreements with certain senior
executive officers, but that may not be sufficient to retain those employees.
We are highly dependent on the continued services of R. Cromwell Coulson, our Chief
Executive Officer, and other executive officers and key employees who possess extensive
knowledge and technology skills. We maintain a “key person” life insurance policy on Mr.
Coulson in the amount of $5.0 million, but the loss of the services of Mr. Coulson or other key
employees could have a material adverse effect on our business, financial condition, and
operating results.
The success of our business depends on our ability to keep up with the significant and
rapid technological and other changes that affect our industry.
Our future success will depend on our ability to adapt to changing technologies, to conform our
products and services to evolving industry and regulatory standards, and to improve the
performance and reliability of our services. Although our investments in technology are carefully
scrutinized for value to the enterprise, there can be no assurance that we will generate an
acceptable or any return on such investments. Our business would also be negatively affected

25
by the failure of new products or upgrades to function as expected or at all, or by the failure of
new products or upgrades with significant associated cost to generate an appropriate risk
adjusted return.
Keeping pace with increasing technological developments involves significant use of resources,
and we cannot be sure that we will succeed in making these improvements in a timely manner
or at all. If we are unable to anticipate and respond to the demand for new services and
products, including new asset classes, in a cost-effective way, we may be unable to compete
effectively, which could adversely affect our business, financial condition, and operating results.
The adoption of new technologies may impact our business model.
The development of new technology, such as blockchain-based trading systems, machine
learning, or artificial intelligence enabled products and services, and technologies supporting
new asset classes, such as digital assets and private securities, is expected to continue. Our
revenue growth may depend on our ability to innovate in line with new technologies, to introduce
new services, and to offer the ability to trade new asset classes, which may not be successful.
We have invested significant amounts in the adoption of new technologies and the
enhancement of our platforms, including cloud-based infrastructure for certain of our offerings.
Although these investments are carefully planned, there can be no assurance that the demand
for such platforms or technologies will justify the related investments.
We may not be successful in executing on our strategies to support our growth
organically or through acquisitions, other investments, or strategic alliances.
Our growth is highly dependent on subscriber demand for our core products and services,
favorable economic conditions, and our ability to invest in our personnel, facilities, infrastructure,
and financial and management systems and controls. Adverse economic conditions could
reduce subscriber demand for our products and services, which may place a significant strain
on our management and resources and could force us to defer existing or future planned
opportunities. From time to time we launch, and intend in the future to launch, new products
and services and continue to explore and pursue other opportunities to strengthen our business
and grow our company. We have spent and may continue to spend substantial time and
resources developing new product or service offerings or improving current product or service
offerings. If these offerings are not successful, we may miss a potential market opportunity and
may not be able to recover the costs of such initiatives. For example, our long-term success
depends, in part, on our ability to expand our business to subscribers outside the United States.
We have sales offices in the U.K. and Singapore, and we may expand these offices or open
additional locations. Our business may be susceptible to risks associated with international
markets.
As we continue to seek strategic growth opportunities, there can be no assurance that we will
be able to identify suitable investments or candidates for acquisition at acceptable prices. There
may be integration risks or other risks resulting from acquired businesses.
Our ability to achieve the expected returns from acquisitions and alliances depends on many
factors, including our ability to effectively integrate the technology, sales, administrative
functions, and personnel into our core business lines and the ability to cross-sell new products
and services to our existing customers. We cannot guarantee that businesses we acquire will
perform at the levels anticipated. Further, many of the other potential acquirers of assets in our
industry have far greater financial resources than we have, and we cannot be sure that we will
be able to complete any future transactions on terms favorable to us or at all.

26
Additionally, past and future acquisitions may subject us to unanticipated risks or liabilities, may
require significant resources such as the time and attention of our management team and other
key employees, or may otherwise disrupt our existing operations. Growth, such as the addition
of new clients, technology, and personnel, puts demands on our resources, including our
internal systems and infrastructure. These needs may result in increased costs that could
negatively impact our results of operations.
We are subject to reliance on a decreasing number of current and prospective customers
as financial institutions are acquired, merge, restructure, and dissolve.
A majority of our OTC Link and Market Data Licensing gross revenues are generated by
subscribers that are financial institutions. Over time, the number of financial institutions that
operate businesses related to OTC equity securities has declined. If this trend continues, it
could cause our subscriber base to contract and could adversely affect our operating results
and financial position. Our relationships with our largest distribution partners or a substantial
number of our financial institution customers may terminate, not renew, or be renegotiated on
terms less favorable to us, resulting in adverse effects on our business.
The OTCQX, OTCQB, and Pink markets are not national securities exchanges, and this
may limit the pool of investors for securities traded on those markets.
Some investors may only invest in securities listed on a national securities exchange. Our
OTCQX market offers many services comparable to a national securities exchange, however,
under current regulations, national securities exchanges have the ability to offer certain
advantages to listed securities. For example, securities listed on a national securities exchange
are exempt from state Blue Sky laws covering the offer or sale of securities within each state.
National securities exchange listing status also confers margin eligibility to certain securities and
potentially allows for their inclusion in certain exchange-traded funds and indices, which are not
available to OTC-traded securities. Regulatory scrutiny has impacted investors’ ability to
deposit and clear certain low-priced securities. Restrictions such as these may discourage
participation in the OTC market. While we have made significant progress in achieving
regulatory recognition for our OTCQX and OTCQB markets, remaining differences between our
markets and the national securities exchanges, perceived or actual, may act as a barrier to
certain companies electing to have their securities traded on the OTCQX, OTCQB, or Pink
markets.
Many OTCQX and OTCQB companies operate in Canada, are concentrated in specific
industries in Canada, and may be subject to economic factors in Canada that may cause
them to no longer meet the OTCQX Rules or the OTCQB Standards, or choose to
withdraw from OTCQX or OTCQB.
A significant number of our OTCQX and OTCQB companies are based in Canada and many of
those companies are engaged in the mining and cannabis sectors. A downturn in these sectors
or in the general Canadian economy may adversely affect the operating results of those
companies, causing them to no longer meet the OTCQX Rules and OTCQB Standards or to
choose to withdraw in order to reduce costs. In prior years, downturns in certain industries have
adversely affected our OTCQX and OTCQB markets. The voluntary or involuntary withdrawal
from OTCQX or OTCQB by these companies could adversely affect our OTCQX and OTCQB
brands as well as our financial position and results of operations.
Canada, and certain U.S. states and jurisdictions have passed laws permitting the sale and
distribution of cannabis-based products and services, however the U.S. federal government has
not passed any such laws. Any regulatory or criminal action brought by the U.S. federal
government or any U.S. state, or the repeal of any current cannabis legalization in Canada or

27
any U.S. state, could have an adverse effect on our OTCQX and OTCQB markets and our
business, financial condition, and operating results.
Legal and Regulatory Risks
Regulatory changes or scrutiny could have a material adverse effect on our business.
The securities markets have faced increasing governmental and public scrutiny and significant
regulatory changes over the past several years. It is difficult to predict the exact nature of
potential changes in the regulatory environment or to predict the resulting impact on our
business. The SEC regulates us directly, and exercises regulatory authority over issuers,
broker-dealers, and other participants in our markets. Our ability to comply with applicable rules
and regulations depends on, among other things, our ability to establish and maintain
appropriate systems and procedures, as well as our ability to attract and retain qualified
personnel. Failure to comply with these rules could result in regulatory actions or fines.
We offer certain services that are competitive with the services offered by national securities
exchanges (see Competition, above). Any regulatory change favorable to national securities
exchanges that would encourage or require more companies to list on an exchange may reduce
the demand for our OTCQX and OTCQB markets. For example, if Nasdaq or other national
securities exchanges are permitted to organize specialized venture exchanges for thinly traded
securities or other exchange-based small company markets, companies could seek to list their
securities on those markets and broker-dealers could seek to quote on those markets, rather
than on our OTCQX and OTCQB markets.
Under Rule 15c2-11, companies with securities traded on our markets must make ongoing
disclosure publicly available, among other requirements. These requirements for trading on our
markets may reduce the number of securities eligible to be traded on our markets, which may
negatively impact our revenue and could cause some broker-dealers to cease quoting on our
markets altogether.
If the SEC or other federal, state, or international regulatory agencies impose additional
reporting obligations on public companies, there may be a decrease in demand for our OTCQX
and OTCQB markets.
The regulatory framework under which we operate, and new regulatory requirements or
new interpretations of existing requirements, could require substantial time and
resources for compliance, which could make it difficult and costly for us to operate our
business.
Our wholly owned subsidiary, OTC Link LLC, is a FINRA member broker-dealer that operates
three SEC registered ATSs: OTC Link ATS, OTC Link ECN, and OTC Link NQB. OTC Link
LLC and each of our ATSs are subject to regulation and periodic examinations by the SEC and
FINRA. The regulatory status of OTC Link ATS as an SCI Entity under Regulation SCI and as a
Qualified IDQS under Rule 15c2-11, increases the amount of regulatory scrutiny to which we
are subjected, and the related costs. Regulation SCI requires certain critical market
participants, including OTC Link ATS, to maintain comprehensive policies and procedures in
relation to their systems and technology. OTC Link ECN and OTC Link NQB are subject to
FINRA and SEC oversight and may be subject to Regulation SCI at some point in the future.
OTC Link LLC and our broker-dealer subscribers are also required to report to the CAT.
As the operator of a Qualified IDQS subject to Rule 15c2-11, OTC Link LLC makes “publicly
available determinations” as to whether a security meets the requirements for public quoting
under Rule 15c2-11 on an initial and ongoing basis. Our broker-dealer subscribers rely on
these determinations to quote securities on our markets. OTC Link LLC and OTC Link ATS

28
could be subject to regulatory examinations, fines and civil litigation risk related to our “publicly
available determinations” made pursuant to Rule 15c2-11 and our decisions to make certain
securities available for public quoting on our market. We use data from third parties in making
such determinations, and such data may be unavailable or contain errors, which could subject
us to regulatory scrutiny or liability.
Crypto currencies and digital assets are the subject of significant regulatory scrutiny. A number
of securities related to crypto currencies and digital assets are traded on our markets, which
could expose us to additional regulatory scrutiny, including our role in conducting initial reviews
under Rule 15c2-11 for such securities.
The ongoing burdens associated with Regulation SCI, CAT, and Rule 15c2-11 compliance
could negatively impact our business by increasing our operational expenses and our regulatory
risk.
OTC Link LLC is also subject to periodic examinations by the SEC and FINRA, which may result
in monetary or other penalties, including possible revocation of its ATS licenses. New
regulatory requirements may also subject us to additional regulatory oversight by FINRA and
the SEC, which could further increase our operating costs and the possibility of other penalties
and may make the development and introduction of new products and services more costly and
time-consuming, possibly limiting or prohibiting such initiatives altogether. Further, the SEC
and/or FINRA could impose additional transactional or other fees which could increase our
operating costs or otherwise negatively impact our business.
OTC Link ATS relies on certain trade reporting exemptions under the FINRA Rules. Limitations
to the nature or extent of this exemptive relief, including with respect to our CAT reporting
obligations, may have a negative impact on our business.
OTC Link LLC is subject to regulatory requirements intended to ensure its general financial
soundness and liquidity, including certain minimum capital requirements. An increase in our
minimum capital requirements may increase our operating and compliance costs.
Our compliance and risk management methods, as well as our fulfillment of our
regulatory obligations, might not be effective, which could lead to enforcement actions
by our regulators.
Regulatory compliance requires substantial time and resources, which make it costlier to
operate our OTC Link business. Our ability to comply with complex and changing laws and
regulations is largely dependent on our establishing and maintaining compliance and reporting
systems that can quickly adapt and respond, as well as our ability to attract and retain qualified
compliance and other risk management personnel. While we have policies and procedures to
identify, monitor and manage our risks and regulatory obligations, if these policies and
procedures are inadequate, or if we fail, or have failed, to comply with any applicable
regulations or specific regulatory requests, regulators could take a variety of actions, including
imposing fines, issuing cease and desist orders, or prohibiting us from engaging in certain
aspects of our businesses, that could impair our ability to conduct our business and have
adverse consequences for our business, financial condition, and operating results.
OTC Link subscribers are highly regulated, and the regulatory framework under which
they operate, and new regulatory requirements or new interpretations of existing
requirements, could require substantial time and resources for compliance, which could
make it difficult and costly for them to operate.
Our broker-dealer subscribers operate in a highly regulated environment. The SEC, FINRA, or
other regulatory authorities could extend the scope of Regulation SCI to include our broker-

29
dealer subscribers or could impose more onerous CAT reporting requirements with respect to
OTC equity securities that could adversely affect the ability of our subscribers to use our
services or result in reduced demand for our services. Regulatory scrutiny has led clearing
firms and other third-party service providers on which certain subscribers rely to develop
policies limiting those subscribers’ ability to interact with low-priced OTC securities, including
restrictions on clearing, depositing, or facilitating customer transactions in such securities.
Continued regulatory focus on low-priced securities could adversely affect the ability of our
subscribers to use our services, result in reduced demand for our services, or cause certain
market participants to cease operating in our markets.
Laws and regulations regarding the handling of personal data and information may affect
our services or result in increased costs, legal claims, or fines against us.
In the course of our business, we receive, process, transmit and store certain personal data and
information related to individuals in many different countries. Our treatment of such information
is subject to legal and regulatory restrictions, such as those contained in the European Union’s
General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and
the New York Stop Hacks and Improve Electronic Data Security Act (SHIELD Act). Compliance
with these increasing and evolving data privacy laws and regulations may require changes to
the way we collect, process, and protect personal information, which may cause us to incur
additional costs. While we take measures to handle applicable data and information in
compliance with these laws, these measures may prove inadequate. Our failure to adequately
protect, process, and transmit confidential and personal data may subject us to contractual
liability and damages, regulatory actions including fines, loss of business, and harm to our
reputation.
We may face liability for content contained in our data products and services.
We may be subject to claims for breach of contract, defamation, libel, copyright or trademark
infringement, fraud or negligence or based on other theories of liability, in each case relating to
the data, articles, commentary, information or other content we make available on our website
and distribute in our Market Data Licensing products. If such data or other content or
information that we distribute has errors, is delayed or has design defects, we could be subject
to claims of liability or our reputation could suffer. Use of our products and services as part of
trading, compliance, investor relations and other processes creates a risk that our subscribers
or third parties may pursue claims against us. Any such claim, even if the outcome were
ultimately favorable to us, could involve a significant commitment of our management,
personnel, financial, and other resources. Such claims and lawsuits could have a material
adverse effect on our business, financial condition, and operating results and a negative impact
on our reputation.
Changes in tax regulations and policies could have a material adverse impact on our
financial results.
We are subject to taxes at the federal, state, and local levels, as well as in non-U.S. jurisdictions
where we operate. Changes in tax laws, regulations or policies could result in us having to pay
higher taxes, which may reduce our net income, or could adversely affect our ability to continue
our capital allocation program or effect strategic transactions in a tax-favorable manner.
In addition, in computing our tax obligation in jurisdictions where we operate, we take various
tax positions. We cannot ensure that upon review of these positions, the applicable authorities
will agree with our positions. A successful challenge by a tax authority could result in additional
taxes, which could have a negative impact on our operating results.

30
Intellectual Property and Brand Reputation Risks
If we are not able to maintain and further enhance OTC Markets Group’s reputation and
brand, our ability to expand our business will be impaired and our business and
operating results will be harmed.
We believe that our brand identity has significantly contributed to the success of our business.
We also believe that maintaining and enhancing our brand as an innovative provider of financial
information and technology services is critical to expanding our business, and therefore may
require us to make substantial investments and these investments may not be successful. If we
fail to promote and maintain our brand, including brands we have acquired, or if we incur
excessive expenses in this effort, our business, operating results, and financial condition will be
materially and adversely affected.
Our reputation could be harmed by, among other things, issues related to technology-related
failures, misconduct or fraudulent activity by current or past employees, companies traded on
our OTCQX and OTCQB markets, OTCQX Sponsors, inaccuracy of the data that we distribute,
inaccuracy of our financial statements or other public disclosure, or failure to comply with
regulatory requirements or negative public statements by regulators, including further regulatory
scrutiny of OTC, low-priced, or thinly traded securities. The occurrence of these events, or the
mere perception of a breach of confidence on our part, could have an adverse effect on our
business.
Negative publicity related to our business or our management team, including adverse media
coverage, social media events, and regulatory actions or findings, or failure to identify potential
conflicts of interest, could give rise to reputational risk. Damage to our reputation could harm
our business in many ways, including reducing investor demand for OTC securities, causing
broker-dealers to discontinue their use of OTC Link products and services, causing companies
not to choose to trade their securities on, or to remove their securities from, OTCQX or OTCQB,
causing current or potential customers to refrain from purchasing market data and causing
regulators to scrutinize or impose additional regulations on our operations. Any of these events
could adversely affect our business, financial condition, and operating results.
Our intellectual property rights are valuable and any failure to protect our intellectual
property rights, or allegations that we have infringed the intellectual property rights of
others, could adversely affect our business, financial condition, and operating results.
Our trademarks, trade secrets, copyrights, pending patents and all of our other intellectual
property rights are important assets. Our intellectual property rights are subject to a
combination of trademark laws, copyright laws, patent laws, trade secret protection,
confidentiality agreements, and other contractual arrangements with our affiliates, subscribers,
vendors, and others. We use certain open source software to run our business and there is a
risk that such open source licenses could impose unanticipated conditions or restrictions on our
ability to commercialize or continue offering our products and services. We also make certain of
our proprietary market data publicly available on our website, making it vulnerable to
unauthorized scraping and redistribution.
Failure to protect our intellectual property adequately could harm our reputation and affect our
ability to compete effectively. Further, defending our intellectual property rights, or third-party
intellectual property claims against us, may require significant financial and other resources,

31
limit our ability to use certain intellectual property, or require us to purchase licenses from third
parties.
We vigorously defend our rights to own and license the use of market data. However, any
change in existing law that would place in question our intellectual property rights in our
commercialized data products would have a material adverse effect on this aspect of our
business.
Any infringement by us on intellectual property rights of others could result in litigation
and could have a material adverse effect on our operations.
Our competitors, as well as others, have obtained, or may obtain, trademarks, copyright,
patents or may otherwise hold intellectual property rights that are related to our technology or
the types of products and services we offer or plan to offer. We may not be aware of all
intellectual property that may pose a risk of infringement by our products, services, or
technologies. In addition, some patent applications in the U.S. are confidential until a patent is
issued, and therefore we cannot evaluate the extent to which our products and services may be
covered or asserted to be covered in pending patent applications. Thus, we cannot be sure that
our products and services do not infringe on the rights of others or that others will not make
claims of infringement against us. We may also face liability for third-party content contained in
our data products and services.
Claims of infringement are sometimes made in our industry, and even if we believe that such
claims are without merit, they can be time-consuming and costly to defend and divert
management resources and attention. If one or more of our products, services or technologies
were determined to infringe a patent or other intellectual property right held by another party, we
may be required to pay damages, stop using, developing, or marketing those products,
services, or technologies, obtain a license from the holders of the intellectual property right or
redesign those products, services, or technologies to avoid infringing the patent or intellectual
property right. If we were required to stop using, developing, or marketing certain products, our
business, financial condition, and operating results could be materially harmed. Moreover, if we
were unable to obtain required licenses, we may not be able to redesign our products, services,
or technologies to avoid infringement, which could materially adversely affect our business,
financial condition, and operating results.
Investment Risks
If an active, liquid trading market for our common stock does not develop, stockholders
may be unable to sell their shares quickly or at all.
Historically, our shares have been thinly traded. Prices of thinly traded securities tend to be
more volatile than those traded more actively because just a few trades may affect the market
price substantially. Stockholders may not be able to sell their shares quickly or at all, or obtain
an expected price, and it may be especially difficult to sell shares during a slow period in the
financial markets.
The market price and trading volume of OTC Markets Group’s common stock may be
volatile, and stockholders could lose some or all of their investment.
A variety of market and industry factors may affect the market price of our common stock,
regardless of our actual operating performance. This market volatility, as well as other factors
including, but not limited to, quarterly variations in our financial results, results that fail to meet
investor or analyst expectations, departures of key personnel, liquidation by significant
stockholders, our inability to continue to pay quarterly dividends or year-end special dividends,
changes to the regulatory environment in which we operate or regulatory actions against us,

32
developments in the competitive landscape, technology failures or changes in the
macroeconomic environment more generally, could adversely affect the market price of our
common stock.
Decisions to declare future dividends on our common stock or repurchase common
stock will be at the discretion of our Board of Directors based upon a review of relevant
considerations. Accordingly, there can be no guarantee that we will pay future dividends
or repurchase our common stock.
The declaration of dividends by OTC Markets Group is subject to the discretion of our Board of
Directors. Our Board of Directors will consider such matters as general business conditions, our
financial results, capital requirements, contractual, legal, and regulatory restrictions on the
payment of dividends and such other factors as our Board of Directors may deem relevant.
Based on an evaluation of these factors, the Board of Directors may determine not to declare
future dividends at all or to declare future dividends at a reduced amount. Similarly, our
decision to repurchase shares is subject to the discretion of our Board of Directors and there
can be no assurances that we will repurchase shares in the future. The decision to engage in
repurchases may impact the market price and liquidity of our common stock. Accordingly, there
can be no assurance that we will pay future dividends to our stockholders or conduct share
repurchases.
Our financial results could be adversely affected as a result of acquisitions, which in turn
may adversely affect the market value of our common stock.
Our financial results could be adversely affected by the amount of additional amortization or
depreciation expense incurred over the useful economic life of assets acquired and by the
amount of any additional costs from integrating or restructuring the operations of any
businesses acquired. Our goodwill and other intangible assets resulting from our acquisitions
could be impaired as a result of a number of factors, including changes in fair market valuations
and our operating performance; our failure to achieve anticipated operating efficiencies
associated with acquisitions; or changes in business conditions, in general. We may be
required to record write-downs of goodwill or intangible assets that would reduce our operating
income. We evaluate the carrying amounts of both goodwill and indefinite-lived intangible
assets annually, and more frequently, whenever events or changes in circumstances indicate
that the carrying amount may be impaired. These impairment tests are based on several factors
requiring management’s judgment. Any adverse effect on our financial results as a result of our
acquisitions could, in turn, adversely affect the market price of our common stock.
Our Chief Executive Officer holds approximately 27% of our issued and outstanding
common stock.
As of December 31, 2023, our Chief Executive Officer, R. Cromwell Coulson, owned
approximately 27% of the voting power of our outstanding common stock. This gives Mr.
Coulson significant influence over all matters requiring stockholder approval, including the
election of directors and significant corporate transactions, such as a merger or other sale of the
Company or our assets, and he will have such influence for the foreseeable future. This
concentrated control may limit the ability of other stockholders to influence corporate matters,
and as a result we may take actions that our other stockholders do not view as beneficial.
Consequently, the market price of our common stock could be adversely affected.
Provisions of our Amended and Restated Certificate of Incorporation and by-laws,
certain agreements with management, and provisions of Delaware law could delay or
prevent a change in control of the Company and entrench current management.

33
Our organizational documents contain provisions that may be deemed to have an anti-takeover
effect and may delay, deter, or prevent a change of control, such as a takeover proposal that
might result in a premium over the market price for our Class A Common Stock. Additionally,
certain of these provisions make it more difficult to bring about a change in the composition of
our Board of Directors, which could result in entrenchment of current management.
Our Amended and Restated Certificate of Incorporation and by-laws:
• authorize our Board of Directors to elect directors to fill a vacancy created by the
expansion of the Board of Directors or the resignation, death, or removal of a director,
which prevents stockholders from being able to fill vacancies on our Board of Directors;
• require supermajority stockholder approval to remove directors;
• do not permit stockholders to act by written consent or to call special meetings; and
• authorize the Board of Directors, in the event of a tender or other offer for our shares, to
advise stockholders not to accept the offer, and to obtain a more favorable offer from
another individual or entity.
Our Amended and Restated Certificate of Incorporation elects the application of DGCL Section
203, under which a corporation may not engage in a business combination with any holder of
15% or more of its capital stock unless the holder has held the stock for three years or, among
other things, the Board of Directors has approved the transaction. Accordingly, our Board of
Directors could rely on Delaware law to prevent or delay an acquisition of the Company (see
Share Structure, above).
We have entered into Change in Control agreements with certain senior executive officers,
which may have the effect of discouraging potential acquirers of our business or reduce the
price they are willing to pay common stockholders in connection with an acquisition.

2024 Outlook
This section is comprised primarily of forward-looking statements (see Cautionary Note
Regarding Forward-Looking Statements, above).
During 2024, the Company expects to focus on the following strategic priorities:
(1) One team, one platform driving results to build the value of one share: continue to
integrate our teams and consolidate our technology platforms to drive operational
efficiencies, client value, and revenue growth;
(2) Increase the number of securities on our markets: continue to grow the size of our
markets by adding securities, new asset classes, and trading functionality for our broker-
dealer subscribers;
(3) Transform the client connection and improve the quality of information: enhance the
customer experience through modernized interfaces and enriched data for external and
internal users;
(4) Mitigate operational risk and strengthen regulatory compliance: invest in our core
trading infrastructure, operational processes, and risk management systems to strengthen
our resilience and improve our regulatory procedures to enhance their reliability and
compliance with securities laws and regulations; and
(5) Grow revenue across business lines and align resources with long-term value
creation: continue to deliver long-term, meaningful shareholder value.

34
During 2024, we will continue to optimize the EDGAR Online platform and cloud infrastructure,
integrate its trove of data into our extensive Market Data Licensing offering, and invest in the
development of its product suite. We plan to devote marketing and sales efforts with a longer-
term view towards growing the customer base and related revenues. In connection with these
efforts, we will continue to incur various integration and operational costs during 2024, which
could be material to our financial results.
In 2024, we intend to increase our efforts to grow the size of our markets by adding issuers and
securities, new asset classes, and trading platform functionality. In our Corporate Services
business, we plan to focus on growing the number of issuers on our premium market tiers,
OTCQX and OTCQB, and in particular the number of international issuers. Our Corporate
Services business added 90 issuers to our OTCQX market and 184 issuers to our OTCQB
market during 2023, including 59 international issuers on OTCQX and 143 international issuers
on OTCQB. We plan to devote marketing, PR, and sales resources to further support our
international business development initiatives, including those in the United Kingdom and
Singapore. Additionally, we plan to continue to build on our status as a Qualified IDQS under
Rule 15c2-11 and streamline the onboarding of securities onto our markets and ease the
process of being public for issuers. We expect to continue enhancing our disclosure tools and
growing the number of companies that use our DNS product to comply with Rule 15c2-11.
In our OTC Link business, during 2024, we expect to continue investing in our core trading
infrastructure to build out solutions and tools that increase the value of our ATSs. Among those
are the ability to trade additional asset classes as well as enhanced trading functionality. We
also intend to continue our efforts to add subscribers and attract more order flow and may
choose to compete on pricing as we strive to increase OTC Link’s market share. We expect to
further our efforts to monetize the market data and trading opportunities for OTC Link NQB and
to grow the number of subscribers to our entire suite of Market Data Licensing products. We
plan to devote marketing and sales resources to add subscribers to our fixed income 15c2-11
data product, our Blue Sky data offering, and our Canari compliance tool.
It is not yet possible to predict how successful we will be with our initiatives across our business
lines or the impact these efforts will have on our financial results.
Among our key initiatives for 2024 is an effort to enhance the customer experience through
modernized interfaces and applications and enriched data. We plan to invest time and
resources into streamlining the initial onboarding and ongoing interactions with our Corporate
Services customers, to consolidate various processes and systems, and to enhance the
informational content and usefulness of data delivered to our subscribers.
During 2024, we will continue to invest in our platform, infrastructure, and people in order to
further enhance our role as a regulated market operator, mitigate operational risks, and ensure
we have reliable, resilient, and compliant processes and systems. We expect that future
investments with respect to our regulatory processes and procedures and compliance with laws
and regulations, including compliance with Regulation SCI and CAT reporting obligations, will
be material to our financial results (see Regulation, above). We also intend to continue our
efforts to gain additional regulatory recognition for our OTCQX and OTCQB markets under state
and federal laws and regulations. It is not yet possible to predict if these efforts would be
successful or to determine the effect on our financial results.
We remain focused on our organic growth initiatives, including growing and retaining our
subscribers, developing and enhancing our products, increasing the visible client value of our
offerings, and aligning our resources with long-term, per share, value creation. We also expect
to continue exploring strategic capital allocation opportunities, including targeted acquisitions

35
and other transactions, with a view to expand our technology-enabled product suite and provide
additional utility and value to our customers.

PART D. Management Structure and Financial Information

The Name of the Chief Executive Officer, Members of the Board of Directors, as
well as Control Persons
A. Officers and Directors
R. Cromwell Coulson, President and Chief Executive Officer; Director
R. Cromwell Coulson has been President, CEO, and a Director of OTC Markets Group since
1997. Mr. Coulson is responsible for the Company’s overall growth and strategic direction and
has led the transformation of the Company into an operator of regulated financial markets for
U.S. and global companies. Prior to OTC Markets Group, he was a trader and portfolio
manager at Carr Securities Corporation, an institutional broker-dealer and market maker. He
received his BBA from Southern Methodist University in 1989 and holds an OPM from Harvard
Business School. Mr. Coulson is 57 years of age.
Matthew Fuchs, Executive Vice President, Market Data Licensing
Matthew Fuchs leads the product development, distribution, and sales of market data at OTC
Markets Group. He is responsible for overseeing the launch of new products and
enhancements to existing market data tools that help financial institutions and other subscribers
more efficiently trade and analyze a broad array of securities. Prior to joining OTC Markets
Group, he served in a number of financial technology roles at the National Research Exchange,
Bearing Point, and Arthur Andersen. Mr. Fuchs received a BA from Columbia University. Mr.
Fuchs is 48 years of age.
Lisabeth Heese, Executive Vice President, Issuer Services
Lisabeth (Liz) Heese joined OTC Markets Group in 2004 as the Director of Issuer and
Information Services. Since then, she has built a team responsible for analyzing disclosure and
market activity for over 12,000 securities; development, sales, and support of company-related
products and services; and monitoring company compliance with OTC Markets Group’s policies
and procedures. Prior to joining OTC Markets Group, Ms. Heese spent 11 years at Nasdaq,
serving as a Product Manager in the Trading and Market Services Division for over-the-counter
securities. Ms. Heese received a BA from American University. Ms. Heese is 54 years of age.
Michael Modeski, President, OTC Link LLC
Michael Modeski joined OTC Markets Group in 2011. Mr. Modeski has over 20 years of
experience in the financial markets, with a focus on the OTC markets. Previously, Mr. Modeski
served as the Director of Broker-Dealer Execution Services and Sales at Citigroup and the
Director of Execution Services at Lava Technology, a division of Citigroup. Before working at
Citigroup, he was the Director of OTC Equities at FINRA, and held several management
positions at Pershing. Mr. Modeski was President of the Security Traders Association of New
York (STANY) from 2016 to 2017. He received a BS in Finance from Lehigh University. He
holds various FINRA securities licenses, including the Series 24. Mr. Modeski is 52 years of
age.
Antonia Georgieva, Chief Financial Officer
Antonia Georgieva joined OTC Markets Group in January 2021 as Chief Financial Officer. Ms.
Georgieva has more than 17 years of M&A and capital markets experience in fintech and

36
financial services. Prior to joining OTC Markets Group, Ms. Georgieva was a Partner at Drake
Star Partners, a global investment banking firm. Previously, Ms. Georgieva was a Managing
Director at BMO Capital Markets Corp. Ms. Georgieva holds a bachelor’s degree in Finance
from the University of National and World Economy in Bulgaria and received her MBA from The
Wharton School at the University of Pennsylvania. She holds FINRA Series 7, Series 27, and
Series 63 licenses. Ms. Georgieva is 49 years of age.
Bruce Ostrover, Chief Technology Officer
Bruce Ostrover joined OTC Markets Group in 2017 as Chief Technology Officer. Mr. Ostrover
has over thirty years of experience in the financial services industry with a focus on software
development and project management. Prior to joining OTC Markets Group, he served as
Managing Director at Convergex Group, overseeing strategic project and product development.
Before joining Convergex, he was a founding partner in a consulting firm that provided front,
middle, and back-office solutions for the financial industry which was acquired by Convergex.
Mr. Ostrover has held senior management and professional roles in software development, IT
operations, and systems administration with industry leaders in the financial services space
including Brown Brothers Harriman, Dreyfus Corporation, and Swiss Bank Corporation
Investment Banking. He received a BS in Mathematics and Computer Science from
Binghamton University. Mr. Ostrover is 61 years of age.
Jason Paltrowitz, Director, OTC Markets Group International Ltd; Executive Vice President,
Corporate Services
In his dual role, as Director, OTC Markets Group International Ltd and EVP, Corporate Services,
Jason Paltrowitz manages the Company’s international and domestic Corporate Services
business. Prior to joining OTC Markets Group in October 2013, he was Managing Director and
Segment Head at JPMorgan Chase responsible for the custody, clearing and collateral
management business in the Corporate and Investment Bank division. Mr. Paltrowitz also held
multiple senior management positions at BNY Mellon, most notably, as Head of M&A for the
Financial Markets and Treasury Services Sector and 11 years as the Head of the Global Capital
Markets Group in the Depositary Receipt Division. He served as a member of the Board of
Directors at OTC Markets Group from 2008 to 2011. He received his bachelor’s degree in
International Relations from Boston University and his MBA from the NYU Stern School of
Business. Mr. Paltrowitz is 51 years of age.
Daniel Zinn, General Counsel & Chief of Staff
Daniel (Dan) Zinn is General Counsel, Chief of Staff, and Corporate Secretary of OTC Markets
Group. He leads the Company’s regulatory and policy making efforts and is a frequent speaker
on over-the-counter equity markets. As Chief of Staff, Mr. Zinn also oversees the Company’s
Human Resources and Administrative functions. Prior to joining OTC Markets Group in 2010,
he served as outside counsel to OTC Markets Group beginning in 2007, as a partner at The
Nelson Law Firm LLC. Previously, Mr. Zinn worked in the corporate office of AIG. He received
his JD from the Benjamin N. Cardozo School of Law, where he served as Associate Editor of
the Cardozo Law Review and received his BS from Pennsylvania State University. He is a
member of the American Bar Association and was named a 2024 Notable General Counsel by
Crain’s New York. Mr. Zinn is 46 years of age.
Gary Baddeley, Director
Gary Baddeley holds an executive position with Ginjan Bros, Inc., a food and soft beverage
business. Previously, Mr. Baddeley was CEO of TDC Entertainment, an independent film and
video producer and distributor, and served for two years as Vice President and General
Manager of Robbins Entertainment. From 1990 to 1996, Mr. Baddeley was an attorney at

37
Phillips Nizer LLP in New York City, specializing in representation of clients in the music and
television industries. Mr. Baddeley received his JD from New York University School of Law
and a BS from Kingston University. Mr. Baddeley is 58 years of age.
Louisa Serene Schneider, Director
Louisa Serene Schneider currently serves as founder and CEO of Rowan Inc., a consumer
products and services company operating approximately 50 locations across 22 states. Ms.
Serene Schneider oversees all aspects of the business including operations, capital raising, and
financial reporting and accounting matters at Rowan. Ms. Serene Schneider served as the
Chief Administrative Officer and Head of Investor Relations at Alder Hill Management LP from
2015 through 2017. Prior to Alder Hill, Ms. Serene Schneider was the Senior Director for the
Heilbrunn Center for Graham & Dodd Investing at Columbia Business School, responsible for all
operational aspects of the school’s value investing activities including maintaining and
developing new programs and initiatives surrounding the Graham & Dodd tradition at Columbia.
She also served as an Industry Advisor to the Heilbrunn Center and taught a Columbia
Executive Education course on Value Investing from 2010 through 2019. Prior to her work at
Columbia, from 2000 to 2008, Ms. Serene Schneider was employed by Morgan Stanley and
JPMorgan in several departments, including Mergers & Acquisitions, Fixed Income Research,
and Trading. Ms. Serene Schneider received a BS from Dartmouth College in Political Science
and French and an MBA in Finance and Entrepreneurship from Columbia Business School.
She also serves on the board of NextGenFace, a non-profit organization led by some of New
York City’s leading physicians. Ms. Serene Schneider is 47 years of age.
Andrew Wimpfheimer, Director
Andrew Wimpfheimer has been a private investor since 2005. Mr. Wimpfheimer served as
Director of AM Capital LLC from 2002 to 2005. From 1995 to 2001, Mr. Wimpfheimer was
Managing Director responsible for OTC-Non-Nasdaq Trading at Knight Securities, L.P. From
1988 to 1995 he was an equity trader for Troster Singer Inc., a division of Spear, Leeds &
Kellogg, Inc. From 1985 to 1988, Mr. Wimpfheimer was employed by Spear, Leeds & Kellogg
Inc., where his duties included work on the NYSE, AMEX, Futures Market and Arbitrage
Department, as well as general back-office work. From 1980 to 1985, Mr. Wimpfheimer was a
New York Stock Exchange floor clerk, trading desk employee, and back-office trainee for
Herzfeld & Stern LLP. Mr. Wimpfheimer received his BA from Macalester College in St. Paul,
Minnesota. Mr. Wimpfheimer is 67 years of age.
Neal Wolkoff, Chairman of the Board of Directors
Neal Wolkoff is the Chairman of OTC Markets Group’s Board of Directors. Mr. Wolkoff is a
former executive of three exchanges. He is also a consultant and attorney focusing on futures
and securities markets, exchanges, market regulation, operations, and clearinghouses. From
2008 to February 2012, Mr. Wolkoff was the Chief Executive Officer of ELX Futures, L.P. From
2005 to 2008, he served as Chairman and Chief Executive Officer of the American Stock
Exchange (AMEX). Prior to the AMEX, Mr. Wolkoff was an executive officer at the New York
Mercantile Exchange (NYMEX) from 1981 to 2003, over time serving as Acting President, Chief
Operating Officer, and Senior Vice President for Regulation and Clearing. From 1980 to 1981,
Mr. Wolkoff was employed as an Honors Program Trial Attorney in the Division of Enforcement
of the Commodity Futures Trading Commission. From 2013 to December 2022, Mr. Wolkoff
served as a non-executive director of World Gold Trust Services, the sponsor of the Exchange
Traded Fund “GLD,” and from 2017 to December 2022, he served as a non-executive director
of WGC USA Asset Management Company, LLC, the sponsor of the Exchange Traded Fund
“GLDM.” Mr. Wolkoff received a BA from Columbia University and a JD from Boston University

38
School of Law and is a member of the Bar of the State of New York. Mr. Wolkoff is 67 years of
age.
Board Memberships and Other Affiliations
Mr. Baddeley is an officer and director of a New York cooperative corporation and Downtown
United Soccer Club, Inc., a New York not-for-profit corporation.
Mr. Coulson is an officer of a small New York cooperative corporation.
Compensation of Officers and Directors
Beneficial share ownership of Officers and Directors as of March 1, 2024:
Vested
Name and Business Shares Beneficially Options Options
Address* Position Owned** Outstanding Outstanding Note

President, Chief Executive 3,260,800 Class A (1)

R. Cromwell Coulson - -
Officer, and Director

Executive Vice President, Market

Matthew Fuchs 101,685 Class A - -
Data Licensing

Executive Vice President, Issuer

Lisabeth Heese 73,450 Class A - -
Services

Michael Modeski President, OTC Link LLC 129,806 Class A - -

Antonia Georgieva Chief Financial Officer 20,074 Class A 12,200 - (2)

Bruce Ostrover Chief Technology Officer 21,825 Class A - -

Executive Vice President,

Jason Paltrowitz 31,474 Class A - -
Corporate Services

Dan Zinn General Counsel & Chief of Staff 74,764 Class A - -

Director and Audit Committee

Gary Baddeley 145,804 Class A - -
Member

Director and Audit Committee

Louisa Serene Schneider 33,094 Class A - -
Member

Director and Audit Committee

Andrew Wimpfheimer 225,916 Class A - - (3)
Chairman

Director and Chairman of the

Neal Wolkoff 33,094 Class A - -
Board

Officers and Directors as a 4,151,786 Class A 12,200 -

Group

* All officers and directors may be contacted at OTC Markets Group’s address.
** Beneficial share ownership includes vested options, options scheduled to vest within 60 days of March 1,
2024, and stock owned subject to an RS Agreement.
(1) Includes 370,000 Class A shares held by Mr. Coulson’s wife and 24,800 total Class A shares held equally by
two trusts for the benefit of Mr. Coulson’s children. Mr. Coulson disclaims beneficial ownership of these
securities, and this Annual Report shall not be deemed an admission that Mr. Coulson is the beneficial owner
of these securities for any purpose. Mr. Coulson’s wife and children are beneficiaries of the Cromwell Coulson
Family 2012 DE Trust, which owns 884,000 Class A shares of the Company. These shares are not included
in the number of shares Mr. Coulson beneficially owns, and Mr. Coulson disclaims beneficial ownership of
these securities. This Annual Report shall not be deemed an admission that Mr. Coulson is the beneficial
owner of these securities for any purpose.

39
(2) Ms. Georgieva’s outstanding options consist of 12,200 awarded in January 2021, at an exercise price of
$33.99, none of which are vested.
(3) Includes 221,498 Class A shares held by the Melinda Wimpfheimer 2012 Irrevocable Trust, of which Mr.
Wimpfheimer is a beneficiary.

OFFICERS
The following table sets forth the aggregate compensation paid by OTC Markets Group for
services rendered by its Officers during the periods indicated:

Restricted Restricted Option

Year Stock Stock Dollar Dollar
Name and Position Ended Salary Cash Bonus Awards(1)(2) Option Awards Value Value

R. Cromwell Coulson 2023 $ 593,500 $ 140,000 - $ -

President, Chief Executive
Officer, and Director 2022 $ 593,500 $ 270,000 - $ -

Matthew Fuchs 2023 $ 328,500 $ 300,000 5,211 $ 299,945

Executive Vice President,
Market Data Licensing 2022 $ 318,900 $ 288,000 4,717 $ 273,586

Lisabeth Heese 2023 $ 323,000 $ 250,800 3,485 $ 200,597

Executive Vice President,
Issuer Services 2022 $ 313,600 $ 264,000 4,324 $ 250,792

2023 $ 496,900 $ 366,000 5,211 $ 299,945

Michael Modeski
President, OTC Link LLC
2022 $ 482,400 $ 416,000 6,455 $ 374,390

2023 $ 329,900 $ 323,000 4,489 $ 258,387

Antonia Georgieva
Chief Financial Officer
2022 $ 320,300 $ 340,000 5,568 $ 322,944

2023 $ 289,600 $ 212,800 2,956 $ 170,147

Bruce Ostrover
Chief Technology Officer
2022 $ 281,200 $ 224,000 3,668 $ 212,744

Jason Paltrowitz 2023 $ 380,500 $ 360,000 5,211 $ 299,945

Executive Vice President,
Corporate Services 2022 $ 362,400 $ 378,000 6,517 $ 377,986

Dan Zinn 2023 $ 379,300 $ 365,000 5,072 $ 291,944

General Counsel & Chief of
Staff 2022 $ 368,300 $ 384,000 6,289 $ 364,762

(1) All restricted stock awards are Class A Common Stock. The 2023 and 2022 restricted stock awards consisted
of shares of unvested stock, which vest equally over five years.
(2) The fair market value of the Class A Common Stock was $57.56 at grant date for shares awarded related to
the year 2023, and $58.00 at grant date for shares awarded related to the year 2022.

DIRECTORS
Our Board of Directors consisted of four independent directors and one employee director
during 2023 and 2022. As of March 4, 2024, we added a fifth independent director.
The compensation paid to the Board of Directors is composed of cash and awards of restricted
Class A Common Stock that vests in equal quarterly installments over the 12 months
immediately subsequent to the date of grant. Cash fees include a base fee of $40,000 per year
for serving on the Board and the share award is valued at approximately $45,000. Additional
annual fees are paid to members of the Board that sit on committees or serve as the chair:

40
$7,500 to members of the Audit Committee; $15,000 to the chairman of the Audit Committee;
and $40,000 to the chairman of the Board.
The Board of Directors held seven meetings of the Board and five meetings of the Audit
Committee in 2023 and six meetings of the Board and five Audit Committee meetings in 2022.
Additional information about the Board of Directors can be found in the Company’s Proxy
Statements.
The following table sets forth the aggregate compensation paid by OTC Markets Group for
services rendered by its independent directors during the periods indicated:
Year Director's
Name Ended Fees Share Awards Share Value(1)
2023 $ 47,532 770 $ 44,968
Gary Baddeley
Audit Committee Member
2022 $ 47,500 812 $ 44,965

2023 $ 47,532 770 $ 44,968

Louisa Serene Schneider
Audit Committee Member
2022 $ 47,500 812 $ 44,965

Andrew Wimpfheimer 2023 $ 55,032 770 $ 44,968

Chairman of the Audit
Committee 2022 $ 55,000 812 $ 44,965

Neal Wolkoff 2023 $ 80,032 770 $ 44,968

Chairman of the Board of
Directors 2022 $ 80,000 812 $ 44,965

(1) The fair market value of the Class A Common Stock was $58.40 per share for the 2023 share award and
$55.38 per share for the 2022 share award.

B. Legal/Disciplinary History
None of the officers, directors, promoters, or control persons of OTC Markets Group has, in the
past five years, been the subject of any of the following:
• A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);
• Any bankruptcy petition filed by or against any business of which such person was a
general partner, or executive officer either at the time of the bankruptcy or within two years
prior to that time;
• The entry of an order, judgment or decree, not subsequently reversed, suspended or
vacated, by a court of competent jurisdiction that permanently or temporarily enjoined,
barred, suspended, or otherwise limited such person’s involvement in any type of
business, securities, commodities, or banking activities;
• A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC or the
Commodity Futures Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment has not been
reversed, suspended, or vacated; or
• The entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended, or otherwise limited such person’s involvement in any type of business
or securities activities.

41
C. Disclosure of Family Relationships
None.
D. Disclosure of Related Party Transactions
None.
E. Disclosure of Conflicts of Interest
None.

Other Control Persons

As of December 31, 2023, the following shareholders beneficially own 5% or more of OTC
Markets Group’s Class A Common Stock:

Membership Shares Beneficially Ownership Percentage

Name and Address of Shareholder Class Owned of Class Outstanding Note
R. Cromwell Coulson
Class A 3,260,800 27.3% (1)
300 Vesey, 12th Floor
Cromwell Coulson Family 2012 DE Trust Class A 884,000 7.4%

(1) Includes 370,000 Class A shares held by Mr. Coulson’s wife and 24,800 total Class A shares held equally by
two trusts for the benefit of Mr. Coulson’s children. Mr. Coulson disclaims beneficial ownership of these
securities, and this Annual Report shall not be deemed an admission that Mr. Coulson is the beneficial owner
of these securities for any purpose. Mr. Coulson’s wife and children are beneficiaries of the Cromwell Coulson
Family 2012 DE Trust, which owns 884,000 Class A shares of the Company. These shares are not included
in the number of shares Mr. Coulson beneficially owns, and Mr. Coulson disclaims beneficial ownership of
these securities. This Annual Report shall not be deemed an admission that Mr. Coulson is the beneficial
owner of these securities for any purpose.

OTC Markets Group is not aware of any additional beneficial stockholders owning 5% or more
of our Class A Common Stock. It is possible that there are one or more additional beneficial
holders of a significant percentage of our Class A Common Stock, however the federal
securities laws do not require a beneficial stockholder of 5% or more of our Class A Common
Stock to disclose that information publicly or to the Company. The table above is based on the
best information available to the Company.
The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business
development and disclosure
1. Investment Banker: None
2. Promoters: None
3. Securities Disclosure Counsel: The Nelson Law Firm, LLC
525 Edgewood Avenue,
New Haven, CT 06511
Tel: (914) 220-1910
www.thenelsonlawfirm.com
Email: sjnelson@nelsonlf.com

42
4. Auditor: Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
Tel: (212) 492-4000
Fax: (212) 489-1687
www.deloitte.com
Preparation of OTC Markets Group’s consolidated financial statements is the responsibility of
OTC Markets Group management. Deloitte & Touche LLP is responsible for expressing an
opinion on the consolidated financial statements for the year ended December 31, 2023, based
on their audit. During 2023 and 2022, we incurred audit fees from Deloitte & Touche LLP of
$333 thousand and $395 thousand, respectively, related to the audits of the financial statements
of OTC Markets Group Inc. and OTC Link LLC. During 2023 and 2022, we did not incur any
other audit-related or other fees from Deloitte & Touche LLP.
Deloitte & Touche LLP has confirmed to us that the firm is licensed to practice public accounting
in the states in which we conduct our business. Deloitte & Touche LLP is registered with the
PCAOB.
5. Public Relations Consultant: FTI Consulting
555 12th Street NW, Suite 700
Washington, DC 20004
Tel: (212) 850 5600
www.fticonsulting.com
6. Investor Relations Consultant: None
7. Corporate Secretary: Daniel Zinn, General Counsel & Chief of Staff
8. Any Other Advisor: None

43
Selected Financial Data
The selected financial data set forth below should be read in conjunction with our consolidated
financial statements, the notes to consolidated financial statements, and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” included in this
Annual Report.
The statement of income data for the years ended December 31, 2023, 2022, 2021, 2020 and
2019 as well as the balance sheet data as of December 31, 2023, 2022, 2021, 2020 and 2019
are derived from our audited consolidated financial statements.
Year Ended December 31,
(in thousands, except per share data) 2023 2022 2021 2020 2019
OTC Link $ 19,599 $ 20,937 $ 29,665 $ 15,890 $ 11,676
Market data licensing 43,368 36,407 33,751 28,133 24,447
Corporate services 46,928 47,805 39,516 27,206 26,716
Gross revenues 109,895 105,149 102,932 71,229 62,839
Net revenues 106,658 102,048 99,911 68,419 60,350
Revenues less transaction-based expenses 101,134 96,201 90,638 65,397 59,604
Total operating expenses 68,540 59,380 52,622 43,963 41,722
Income from operations 32,594 36,821 38,016 21,434 17,882
Net income $ 27,661 $ 30,814 $ 30,476 $ 18,274 $ 14,942

Earnings per share

Basic $ 2.32 $ 2.60 $ 2.59 $ 1.56 $ 1.28
Diluted $ 2.28 $ 2.53 $ 2.52 $ 1.53 $ 1.25

Weighted-average shares outstanding

Basic 11,658,694 11,600,122 11,506,294 11,402,703 11,364,217
Diluted 11,863,180 11,887,868 11,811,320 11,630,685 11,702,863

December 31,
(in thousands) 2023 2022 2021 2020 2019
Cash and cash equivalents $ 34,101 $ 37,368 $ 50,394 $ 33,733 $ 28,217
Working capital 2,967 2,533 18,187 12,108 9,641
Total long-term liabilities 12,673 13,966 15,537 15,267 17,293
Total stockholders' equity $ 32,227 $ 29,804 $ 24,954 $ 19,546 $ 17,673

44
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Trends in Our Business
The 2024 Outlook section, above, outlines our key areas of focus for 2024. Information related
to trends in these areas, and other trends we saw during 2023, are discussed below.
Considerable uncertainty surrounded the economic environment in which we operated during
2023, stemming from inflation, including compensation inflation, recessionary pressures, rising
interest rates, market volatility, changes in trading volumes and trading behavior, and
geopolitical developments. The scope and extent of the potential impact of these macro trends
on our business in future quarters depend on several factors that are highly uncertain and
cannot be predicted. These factors adversely affected certain business drivers and operating
metrics, as discussed below. Declines in trading activity and investor engagement on our
markets impacted our OTC Link and Market Data Licensing businesses, while declines in
corporate subscribers impacted our Corporate Services business. Our overall gross revenues
for the year ended December 31, 2023, which include full year revenues from our Blue Sky Data
Corp and EDGAR Online acquisitions, were not materially adversely impacted, but we
experienced increased expenses primarily related to these acquisitions. Additional information
regarding the potential risks impacting our business is included in Risk Factors, above.
Our Corporate Services business ended 2023 with a lower number of subscribers to each of
OTCQX, OTCQB, and DNS, compared to 2022, during which it benefited from a significant
growth in subscribers following the effective date of Rule 15c2-11 in late 2021. OTC Link saw
further moderation in trading activity on our markets during 2023 compared to the prior year,
despite continued growth in the number of broker-dealer subscribers. Our Market Data
Licensing business grew during 2023, benefiting from the inclusion of full year results from the
May 2022 and November 2022 acquisitions of Blue Sky Data Corp and EDGAR Online,
respectively, as well as from growth in professional users and enterprise subscribers and pricing
increases for certain licenses, offsetting a decline in non-professional users (see Financial
Results, below).
For the year ended December 31, 2023, 85% of our gross revenues were derived from
subscription-based arrangements that are recurring in nature and 15% were transaction-based
revenues, compared to 82% and 18%, respectively, for the prior year. The subscription-based
component of our revenues increased by 8%, while the transaction-based component declined
by 11% as a result of the decline in trading activity on OTC Link, compared to the year ended
December 31, 2022.
OTC Link
Our OTC Link business executed a lower volume of trades on OTC Link ECN and OTC Link
NQB and experienced a lower number of trade messages on OTC Link ATS during the year
ended December 31, 2023, compared to the prior year. The total dollar volume traded in
OTCQX, OTCQB, and Pink securities declined by 24% from $507 billion in the prior year to
$386 billion in the year ended December 31, 2023. The total number of securities quoted by
broker-dealers on OTC Link ATS declined to 12,345 securities as of December 31, 2023,
compared to 12,589 securities as of December 31, 2022.
The reduced trading volumes on our markets reflect, in part, what we believe to be an ongoing
decline in retail investor activity during 2023 as compared to the prior year. We executed an
average of approximately 32,000 transactions per day on OTC Link ECN and OTC Link NQB
during 2023, compared to an average of approximately 36,000 transactions per day during the

45
prior year. As a result, gross revenues from OTC Link ECN and OTC Link NQB decreased 5%,
as compared to the prior year.
OTC Link ECN and OTC Link NQB generated $8.9 million in transaction-based revenues during
the year ended December 31, 2023 and paid $5.5 million in transaction-based expenses in the
form of rebates for posted liquidity, compared to $9.4 million in transaction-based revenues and
$5.8 million in transaction-based expenses in the prior year. The transaction-based revenues
and transaction-based expenses that OTC Link generates, as well as OTC Link’s regulatory and
clearing costs, which are included in professional and consulting fees, are correlated with the
volume of trading activity on our markets. However, future trading volumes are highly uncertain
and cannot be predicted. OTC Link’s regulatory costs were further impacted by an accrual of
approximately $1.2 million related to an SEC matter (see Legal Proceedings, above).
In 2023, we continued to attract new OTC Link subscribers as we endeavored to grow our
market share. The number of unique subscribers to OTC Link’s trading platforms was 136 as of
December 31, 2023, up from 133 as of the prior year end. The number of broker-dealer
subscribers to OTC Link ECN was 108 as of December 31, 2023, compared to 102 subscribers
at the prior year end. OTC Link ATS had 86 subscribers as of December 31, 2023, compared
to 87 subscribers as of the prior year end.
Effective January 1 and April 1, 2023, we increased certain fees for our OTC Link products. We
have also increased certain OTC Link fees effective January 1, 2024.
Market Data Licensing
In our Market Data Licensing business, the number of professional users subscribing to our
market data products increased 6% to 28,297 as of December 31, 2023, up from 26,807 as of
December 31, 2022, driving a 5% year over year increase in revenues derived from professional
users.
Consistent with the perceived reduced retail engagement in our markets, the number of non-
professional users of our market data saw a continued decline during the year ended December
31, 2023 compared to the prior year, decreasing by 20% to 10,978 users as of December 31,
2023, down from 13,700 users as of December 31, 2022. As a result, revenues from non-
professional users declined 27% year over year. The number of non-professional users of our
market data generally correlates to retail participation in the U.S. equity markets. Non-
professional users’ interest in our data tends to fluctuate significantly in response to volatility in
the markets and changes in retail trading activity, and we may experience a further decline in
the number of users in the future.
We continue to focus resources on developing and enhancing the relevance of our data
products for our Market Data Licensing subscribers. As of December 31, 2023, we had 56
subscriptions to our Compliance Data or Compliance Analytics products, up from 53 as of
December 31, 2022.
With the acquisition of EDGAR Online in November 2022, our Market Data Licensing offering
also includes SEC disclosure and financial data for issuers and their securities. After
completing the integration of the EDGAR Online business during 2023, we had 526 subscribers
to the EDGAR Online offerings as of December 31, 2023.
Effective January 1, 2023, we increased certain fees for our Market Data Licensing offerings.
We have also increased certain Market Data Licensing fees effective January 1, 2024.
Corporate Services
During the year ended December 31, 2023, our Corporate Services business saw a lower
average and period-end number of companies on our OTCQB market, and a reduced number of

46
DNS subscribers. While the period-end total number of OTCQX companies declined, the
average number of companies on the OTCQX market during the year remained relatively
unchanged. The year-over-year variability in subscriber numbers is driven by new sales, offset
by voluntary non-renewals, and the impact of compliance downgrades, which occur when
companies are removed from OTCQX or OTCQB for noncompliance with the OTCQX Rules or
the OTCQB Standards, or corporate events such as mergers, acquisitions, or other change of
control events.
The OTCQX Best Market had 600 companies as of December 31, 2023, compared to 615
companies as of December 31, 2022. The decline was a result of slower sales and higher
compliance downgrades as our OTCQX companies and prospects navigated an uncertain
global macroeconomic environment. Companies on our OTCQX market choose to renew their
services at the end of each calendar year. The retention rate for the annual OTCQX
subscription period beginning January 1, 2023, was 95%, relatively unchanged from a 96%
retention rate achieved for the annual subscription period beginning January 1, 2022. The
retention rate for the annual OTCQX subscription period beginning January 1, 2024, was 93%.
As of December 31, 2023, there were 1,140 companies on the OTCQB Venture Market,
compared to 1,239 companies as of December 31, 2022. Challenging economic conditions
facing our OTCQB companies and prospects during the year ended December 31, 2023, led to
slower sales and elevated non-renewals and compliance downgrades, which impacted the
number of companies on our OTCQB market, compared to the prior year. OTCQB companies
renew on an annual or semi-annual basis, based on the date they joined the market. During the
year ended December 31, 2023, over 90% of OTCQB companies that remained in compliance
with our OTCQB Standards chose to renew their services at the end of their service terms, in
line with our historical renewal experience.
International issuers remain a meaningful component of our OTCQX and OTCQB markets, with
59 international companies joining OTCQX and 143 international companies joining OTCQB
during 2023, compared to 105 and 254 international companies joining OTCQX and OTCQB
during 2022, respectively. We saw growing interest in OTCQX and OTCQB from international
issuers in the United Kingdom, Canada, Australia, Mexico, and the Nordic Region. During
2023, we also saw an uptick of new sales from the APAC region, as a result of our Singapore
office, which we opened in 2022.
During 2022, our Corporate Services business benefited from a significantly higher number of
DNS subscribers in connection with the amendments to Rule 15c2-11 taking effect in
September 2021. This elevated number of DNS subscribers, which persisted during the first six
months of 2022, began to reverse in the third quarter of 2022 due to the various drivers
described above, and continued to decline during 2023. Consequently, our DNS revenues also
declined.
Effective January 1, 2023, we increased certain Corporate Services fees, including applying
annual, incremental pricing adjustments to our OTCQX and OTCQB fees. We have also
increased certain Corporate Services fees effective January 1, 2024.
General Business Matters
We continue to evaluate both the current and future period impact of increasing costs related to
our personnel, IT infrastructure, and expense base more generally. Consistent with other
companies in the financial technology sector, compensation and information technology costs
comprise a significant proportion of our overall expenses, representing approximately 77% of
our total operating expenses in each of the years ended December 31, 2023 and 2022.

47
We recognize the importance of attracting and retaining the talent required to develop our
service offerings and manage our infrastructure. We have added headcount where we believe
those additional resources can drive future earnings growth, help integrate acquired businesses,
or provide reliable services to our clients. Adding headcount also allows us to comply with our
regulatory obligations, including those under Regulation SCI, Rule 15c2-11, and our CAT
reporting responsibilities. We expect that future investments related to our regulatory
compliance obligations will be material to our financial results. Our headcount as of December
31, 2023, was 134, an increase of three versus our headcount of 131 employees as of
December 31, 2022.
How OTC Markets Group Generates Revenues
OTC Markets Group generates a significant proportion of our revenues pursuant to subscription
arrangements that are recurring in nature. Each of our three business lines offers a distinct fee
structure designed to serve its subscribers. OTC Link operates OTC Link ATS, with a
subscription model and usage-based fees, and OTC Link ECN and OTC Link NQB, with
transaction-based fees. Corporate Services charges application fees and subscription fees on
an annual and semi-annual basis. Market Data Licensing charges licensing and subscription
fees. The revenue model for each of our business lines is described in detail below.
OTC Link
OTC Link generates revenues through subscription arrangements and transaction-based fees to
broker-dealer subscribers.
Broker-dealers pay monthly subscription and connectivity fees to access OTC Link ATS,
including our OTC Dealer® application, which provides broker-dealers a user interface into OTC
Link ATS. Fees for such access are based on the number of authorized OTC Dealer users per
subscriber, which are discounted in graduated amounts in relation to total users per subscriber,
or the number and type of services per connection.
OTC Link ATS’s FINRA member broker-dealer subscribers pay per security usage fees to (i)
publish quotes and (ii) communicate and negotiate with counterparties on OTC Link ATS.
Monthly OTC Link ATS position fees are based on the number of daily quote positions in
OTCQX, OTCQB, and Pink securities, with tiered pricing arrangements based on volume.
Monthly OTC Link ATS message fees are based on the daily number of securities on OTC Link
ATS for which trade messages are sent or received, with tiered pricing arrangements based on
volume. The daily quoting and messaging fees allow subscribers to make unlimited quote
updates in a single security and to send and receive an unlimited number of trade messages in
a security on a given day. OTC Link ATS also generates revenues from the Quote Access
Payment (“QAP®”) One Statement service as well as from our CAT reporting service.
OTC Link ECN generates transactional revenues based on share volume executed. Broker-
dealer subscribers pay a fixed fee per share executed where their orders remove posted
liquidity on OTC Link ECN, while receiving a rebate on shares executed against their own
posted liquidity. To the extent that OTC Link ECN routes orders to OTC Link ATS, OTC Link
ECN may earn fees for orders that provide liquidity, while paying a fee for those orders that
remove liquidity. OTC Link NQB generates transactional revenues and incurs transaction-
based expenses in a manner similar to OTC Link ECN. Fees earned are recognized as
transaction-based revenues, while fees paid are recognized as transaction-based expenses.

48
Market Data Licensing
Market Data Licensing generates revenues by licensing, on a subscription basis, our extensive
market data, compliance data, Blue Sky data, and issuer data and security information,
including SEC filings.
Market Data Licensing subscribers include broker-dealers, investors, traders, institutions,
companies, accountants, and regulators, among others, which pay monthly, quarterly, or annual
license fees to access this information. We offer a suite of market data licenses, priced at per
enterprise or per user rates, through direct connectivity, extranet connectivity, third-party market
data redistributors, OMS providers, and certain of our websites. Depending on the license type,
subscribers may distribute our market data on an internal-only basis, to clients, or to the public.
We generate a significant portion of our Market Data Licensing revenues from sales through
market data redistributors.
Certain of our Market Data Licensing agreements include redistribution fees and rebates, which
represented 7% and 9% of Market Data Licensing gross revenues for the years ended
December 31, 2023 and 2022, respectively.
Market Data Licensing pricing information is publicly available on our website.
We also charge for the right to display advertisements on www.otcmarkets.com. Website
advertising revenue is included in our Market Data Licensing business line.
Corporate Services
We generate revenue from the OTCQX Best Market and the OTCQB Venture Market, as well as
a suite of Corporate Services products, including DNS; OTCIQ Basic; Real-Time Level 2 Quote
Display, a service that companies sponsor to provide their investors with access to free real-
time level 2 quotes on www.otcmarkets.com and the issuer’s website; the Blue Sky Monitoring
Service for issuers; and our Virtual Investor Conferences (VIC) product, which allows issuers to
communicate and engage with their stockholders and potential investors.
Companies that choose to have their securities designated as OTCQX securities do so
annually, on a calendar year basis, while companies on the OTCQB market renew their services
annually or semi-annually on the anniversary of the date on which they joined the market. All
companies traded on the OTCQX or OTCQB markets pay a one-time application fee and annual
or semi-annual fees. These fees are fixed and do not vary based on outstanding shares,
market capitalization, market segment, or otherwise. Companies on both markets also receive
access to DNS, Real-Time Level 2 Quote Display, and the Blue Sky Monitoring Service.
Pink companies may subscribe separately to these services and pay one-time application fees
and annual or semi-annual subscription fees, as applicable.
Each of these services may be accessed through www.otciq.com.
Our VIC product is available on a per event basis to companies that choose to participate.
Financial Highlights
For the year ended December 31, 2023, OTC Markets Group reported gross revenues and
income from operations of $109.9 million and $32.6 million, respectively. This compares to
gross revenues and income from operations of $105.1 million and $36.8 million, respectively, for
the year ended December 31, 2022.
Gross revenues increased $4.7 million, or 5%, driven by a 19% increase in revenues from
Market Data Licensing, partially offset by a 6% decline in revenues from OTC Link and a 2%
decline in revenues from Corporate Services.

49
Income from operations decreased $4.2 million, or 11%, and operating profit margin contracted
to 30.6% from 36.1%.
Financial Results
Consolidated Results From Operations
Year Ended December 31, 2023 Versus Year Ended December 31, 2022
The table below presents comparative information from the Company’s consolidated income
statements for the years ended December 31, 2023 and 2022.
Year Ended December 31,
(in thousands, except shares and per share data) 2023 2022 % change
Gross Revenues $ 109,895 $ 105,149 5%
Net revenues 106,658 102,048 5%
Revenues less transaction-based expenses 101,134 96,201 5%
Operating expenses 68,540 59,380 15%
Income from operations 32,594 36,821 (11%)
Operating profit margin 30.6% 36.1%
Income before provision for income taxes 33,497 36,966 (9%)
Net income $ 27,661 $ 30,814 (10%)

Diluted earnings per share $ 2.28 $ 2.53 (10%)

Weighted-average shares outstanding, diluted 11,863,180 11,887,868 (0%)

Revenues and Transaction-Based Expenses

The following table presents OTC Markets Group’s gross revenues by business line and
consolidated revenues less transaction-based expenses for the years ended December 31,
2023 and 2022.
Year Ended December 31,
(in thousands) 2023 2022 % change
OTC Link $ 19,599 $ 20,937 (6%)
Market data licensing 43,368 36,407 19%
Corporate services 46,928 47,805 (2%)
Gross revenues 109,895 105,149 5%
Redistribution fees and rebates (3,237) (3,101) 4%
Net revenues 106,658 102,048 5%
Transaction-based expenses (5,524) (5,847) (6%)
Revenues less transaction-based expenses $ 101,134 $ 96,201 5%

Gross revenues increased $4.7 million, or 5%, to $109.9 million during 2023, compared to the
prior year, while revenues less transaction-based expenses increased $4.9 million, also a 5%
increase.
• OTC Link revenues decreased $1.3 million, or 6%, to $19.6 million, primarily as a result of
reduction in revenues from OTC Link ATS messages, which decreased $674 thousand, or
18%, and revenues from OTC Link ECN and OTC Link NQB, which in aggregate declined
by $496 thousand, or 5%. Further contributing to the decline in OTC Link revenues was a
$163 thousand, or 31%, decrease in revenues from QAP One Statement fees and a $110
thousand, or 5%, decrease in revenues from OTC Dealer. The decline in OTC Link

50
 revenues was consistent with a decline in trading activity on our markets compared to
2022.
• Market Data Licensing revenues increased $7.0 million, or 19%, to $43.4 million. The
increase in Market Data Licensing revenues was due to the full year impact of the May
2022 acquisition of Blue Sky Data Corp and the November 2022 acquisition of EDGAR
Online, which collectively contributed $4.8 million of the overall increase, as well as
subscriber growth and price increases for certain licenses. Revenue from professional
user licenses increased $789 thousand, or 5%, due to a 6% growth in professional user
counts. Market data connectivity fees increased $1.2 million, or 67%, as a result of pricing
adjustments and subscriber growth. Additionally, revenues from internal system licenses,
delayed data licenses, and certain other data services increased $540 thousand, or 9%,
due to a higher number of subscribers to our data products and price increases for certain
licenses. Revenue from non-professional users decreased $620 thousand, or 27%, due to
a perceived reduced retail participation in our markets resulting in a 20% reduction in non-
professional user counts. Market Data Licensing revenues for 2023 included certain non-
recurring revenue related to the EDGAR Online business.
• Corporate Services revenues decreased $877 thousand, or 2%, to $46.9 million. OTCQX
revenues increased $499 thousand, or 3%, due to the impact of annual, incremental
pricing adjustments effective January 1, 2023, combined with a relatively unchanged
average number of companies on the OTCQX market. OTCQB revenues decreased $662
thousand, or 3%, while DNS revenues decreased $720 thousand, or 7%, in 2023, due to a
lower number of companies subscribing to OTCQB and DNS, which more than offset the
impact of pricing adjustments. Corporate Services achieved a 95% renewal rate for the
annual OTCQX subscription period beginning January 1, 2023, compared to 96% for the
prior year. OTCQB maintained over 90% renewal rate (see Trends in Our Business,
above). Lower revenues from VIC, due to fewer events held during 2023, also contributed
to the overall decline in Corporate Services revenues, but were partially offset by growth in
revenues from OTCIQ Basic.
• Transaction-based expenses, representing rebates paid to OTC Link subscribers providing
liquidity, decreased $323 thousand, or 6%. The changes in transaction-based expenses
during 2023 were a result of the offsetting impacts of lower trading volumes executed, on
one hand, and a larger portion of the subscriber base reaching volume-based pricing
thresholds on OTC Link ECN and OTC Link NQB, on the other.

Operating Expenses
The following table presents OTC Markets Group’s consolidated operating expenses for 2023
and 2022.
Year Ended December 31,
(in thousands) 2023 2022 % change
Compensation and benefits $ 42,467 $ 37,585 13%
IT Infrastructure and information services 10,311 8,091 27%
Professional and consulting fees 8,048 6,464 25%
Marketing and advertising 1,194 1,303 (8%)
Occupancy costs 2,360 2,257 5%
Depreciation and amortization 2,398 2,092 15%
General, administrative and other 1,762 1,588 11%
Total operating expenses $ 68,540 $ 59,380 15%

51
Operating expenses increased $9.2 million, or 15%, to $68.5 million during 2023, compared to
the prior year.
• Compensation and benefits expenses increased $4.9 million, or 13%, to $42.5 million,
primarily related to an increase in average headcount from 117 in 2022 to 133 in 2023,
stemming from our acquisitions. The higher headcount, combined with annual base salary
increases in effect from January 1, 2023, resulted in salary, bonus, benefit, and payroll tax
expenses increasing by $3.7 million, or 12%. Stock-based compensation expense
increased $1.5 million, or 36%, as a result of year over year increases in annual awards
and higher headcount. The increase in compensation and benefits expenses was partially
offset by lower sales commissions related to lower OTCQX and OTCQB sales. As a
percentage of gross revenues, compensation and benefits costs represented 39% and
36% for the years ended December 31, 2023 and 2022, respectively. Compensation and
benefits expenses for 2023 included certain non-recurring retention payments related to
the EDGAR Online acquisition.
• IT Infrastructure and information services costs increased $2.2 million, or 27%, to $10.3
million, primarily as a result of the acquisition of EDGAR Online as we added the
technology, data services, and data center costs supporting the EDGAR Online platform.
Included in IT infrastructure and information services costs in 2023, were $360 thousand in
non-recurring expenses related to migration of the business from the EDGAR Online
physical data center to a cloud infrastructure.
• Professional and consulting fees increased $1.6 million, or 25%, to $8.0 million. We
accrued non-recurring regulatory costs of $1.2 million as well as incurred legal and
consulting costs of approximately $200 thousand related to an SEC matter (see Legal
Proceedings, above). Additionally, higher spending on external consulting services to
support our web-based applications, databases, and security initiatives contributed to the
increase, while lower placement fees and decreased clearing costs as a result of reduced
trading volumes on OTC Link ECN and OTC Link NQB served as a partial offset. During
2023, we incurred certain non-recurring professional and consulting expenses related to
integrating EDGAR Online, including $73 thousand in one-time costs under a transition
services agreement, offset by costs incurred in 2022 in connection with the acquisition of
Blue Sky Data Corp, which did not recur.
• Marketing and advertising expenses decreased $109 thousand, or 8%, to $1.2 million
during 2023, primarily due to lower spending on marketing events and third-party
professional services.
• Occupancy costs increased $103 thousand, or 5%, and amounted to $2.4 million during
2023. The increase was primarily due to higher real estate taxes and common charges
allocated to us by our landlords.
• Depreciation and amortization expense increased $306 thousand, or 15%, and amounted
to $2.4 million during 2023, primarily due to full year amortization charges related to
intangible assets and software added in connection with the Blue Sky Data Corp and the
EDGAR Online acquisitions, respectively.
• General, administrative and other costs increased $174 thousand, or 11%, to $1.8 million
during 2023, primarily due to higher bad debt, business insurance, and internal travel &
entertainment expenses. The higher provision for bad debt in 2023 was primarily
associated with accounts receivable acquired as part of the EDGAR Online acquisition
and is not expected to recur.

52
Income from Operations and Operating Profit Margin
Year Ended December 31,
(in thousands) 2023 2022 % change
Income from operations $ 32,594 $ 36,821 (11%)
Operating profit margin 30.6% 36.1% (15%)

Income from operations decreased $4.2 million, or 11%, to $32.6 million during 2023, and
operating profit margin contracted to 30.6%. Income from operations decreased due to
operating expenses outpacing the growth in net revenues as a result of additional headcount
and increased technology and consulting costs as well as higher amortization charges, primarily
related to our 2022 acquisitions. Operating profit margin in 2023 was further impacted by
approximately $1.1 million in one-time integration expenses related to EDGAR Online and
approximately $1.4 million in costs related to an SEC matter (see Legal Proceedings, above).
Net Income
Year Ended December 31,
(in thousands, except shares and per share data) 2023 2022 % change
Income before provision for income taxes $ 33,497 $ 36,966 (9%)
Provision for income taxes 5,836 6,152 (5%)
Effective income tax rate 17.4% 16.6% 5%
Net income $ 27,661 $ 30,814 (10%)

Net income decreased $3.2 million to $27.7 million during 2023, a decline of 10%, compared to
the prior year. The decrease in net income was due to the 11% decrease in income from
operations, partially offset by lower income taxes and higher interest income earned. The
Company’s effective tax rate for 2023 increased to 17.4%, as compared to 16.6% for 2022,
primarily as a result of lower excess tax benefit on stock-based compensation, partially offset by
lower state taxes and higher Foreign Derived Intangible Income tax deduction and research and
development tax credit (see Notes to Consolidated Financial Statements, Note 15, Income
Taxes).
Liquidity and Capital Resources
Our liquidity is primarily derived from our working capital and cash flows from operations. We
require cash to support our current operating levels, fund strategic growth initiatives, including
acquisitions, develop new services and enhance existing services, make capital expenditures,
fund dividends and stock repurchases, and pay federal, state, and local corporate taxes. We
expect that our operations will provide sufficient cash to fund our strategic initiatives. We have
no outstanding debt and, as described further below, $3.0 million available for business
operations under our line of credit, which gives us additional flexibility in managing our cash
flows (see Line of Credit, below).

53
Cash Available for Operations
The following table presents cash available for operations, which consists of cash and cash
equivalents and short-term investments, as of December 31, 2023 and 2022.
December 31,
(in thousands) 2023 2022 % change
Cash available for operations $ 37,723 $ 37,368 1%

Cash available for operations increased by $355 thousand to $37.7 million as of December 31,
2023. During 2023, the Company generated $33.0 million of cash from operations and utilized
operating cash flows and cash on hand to fund $1.6 million investment in IT infrastructure
enhancements, including capitalized costs related to the EDGAR Online integration, $26.5
million in quarterly dividends and a special dividend, and $3.4 million in respect of repurchases
of our Class A Common Stock.
Cash Flow
The following table presents sources and uses of cash flows during 2023 and 2022.
Year Ended December 31,
2023 2022 % change
Net Cash provided by operating activities $ 33,036 $ 33,680 (2%)
Net Cash used in investing activities (5,189) (16,393) (68%)
Net Cash used in financing activities (31,096) (30,309) 3%
Net Increase (decrease) in cash and restricted cash $ (3,249) $ (13,022) (75%)

Operating Activities
Net cash provided by operating activities during 2023 was $33.0 million, as compared to $33.7
million during 2022. Net cash provided by operating activities for 2023 consisted of net income
of $27.7 million, which was adjusted for non-cash items of $5.0 million and changes in assets
and liabilities of $374 thousand. Adjustments for non-cash items to net income primarily
consisted of depreciation and amortization expense of $2.4 million and stock-based
compensation expense of $5.9 million. The lower net cash provided by operating activities
during 2023, as compared to the prior year, was primarily due to lower net income and deferred
revenue and higher tax payments, partially offset by lower accounts receivable. The remaining
variance was primarily related to other fluctuations in working capital.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2023 was $5.2 million, as
compared to $16.4 million for the year ended December 31, 2022, which included approximately
$11.6 million and $3.3 million paid for the acquisition of Blue Sky Data Corp and EDGAR
Online, respectively. The net cash used in investing activities during 2023 was primarily due to
costs related to EDGAR Online and $5.1 million of treasury bill purchases, partially offset by
$1.5 million in maturities.
Financing Activities
Net cash used in financing activities during 2023 was $31.1 million, as compared to $30.3
million during 2022. The net cash used in both fiscal years was primarily related to dividends
paid to our stockholders, repurchases of our Class A Common Stock, and federal and state
withholding taxes paid related to cashless exercises of stock options by employees. Cash used
for dividends increased $127 thousand. Repurchases of our Class A Common Stock amounted

54
to $3.4 million and increased $603 thousand from $2.8 million in 2022 primarily due to a higher
number of Class A Common Stock repurchased. Cash used in respect of withholding taxes
related to cashless exercises amounted to $1.2 million, unchanged from 2022.
Capital Resources and Working Capital
OTC Markets Group’s working capital at December 31, 2023 was $3.0 million, an increase of
$434 thousand, or 17%, from $2.5 million at December 31, 2022. Working capital includes
certain non-operating assets and liabilities, such as prepaid income taxes and income taxes
payable. The improvement in working capital during the year ended December 31, 2023 was
primarily attributable to higher cash available for operations as well as higher prepaid expenses
and income taxes, combined with lower deferred revenue and income taxes payable.
Line of Credit
On July 7, 2012, the Company entered into a line of credit agreement with JPMorgan Chase
(the “Line of Credit”) that initially provided up to $1.5 million of available borrowing capacity to
fund business operations. The Line of Credit has been increased to $3.0 million and has been
extended through June 22, 2024. The effective interest rate of the Line of Credit is
benchmarked to the Prime Rate. We have not drawn funds on the Line of Credit. Under the
terms of the Line of Credit, we agreed to fulfill certain affirmative and negative covenants and
other specified terms. As of December 31, 2023, the Company was in compliance with all of the
covenants and other terms of the Line of Credit.
Operating Leases
We have entered into operating lease agreements for our offices and recognize rent expense on
a straight-line basis over the terms of the leases (see Nature and Extent of the Issuer’s
Facilities, above).
Off-Balance Sheet Arrangements
None.

55
Part E. Issuance History and Financial Information

List of the Securities Offerings and Shares Issued for Services in the Past Two
Years
The following tables set forth information concerning Class A Common Stock and options
issued during the fiscal years 2022 and 2023:

Month of Issuance Issuance Type Shares Issued Price at Issuance Issuance Class
2022
January Restricted Stock 85,820 $61.50 Employee
January Option Grant 19,000 $61.50 Employee
February Option Grant 21,000 $58.00 Employee
March Option Grant 25,000 $62.50 Employee
June Option Grant 70,700 $56.80 Employee
July Option Grant 50,370 $55.00 Employee
August Restricted Stock 3,248 $55.38 Director
September Option Grant 19,500 $55.25 Employee
October Option Grant 9,000 $56.00 Employee
November Option Grant 162,200 $58.33 Employee
December Option Grant 5,000 $56.90 Employee

2023
January Restricted Stock 89,990 $58.00 Employee
January Option Grant 17,000 $58.00 Employee
March Option Grant 13,000 $56.02 Employee
April Option Grant 13,500 $58.75 Employee
May Option Grant 25,000 $56.00 Employee
June Option Grant 6,500 $57.50 Employee
July Option Grant 5,500 $58.75 Employee
August Restricted Stock 3,080 $58.40 Director
October Option Grant 10,000 $52.85 Employee
December Option Grant 36,500 $55.90 Employee

(1) All awards are of Class A Common Stock.

(2) All option grants are issued pursuant to the Company’s 2019 Equity Incentive Plan, as applicable. Grants vest
20% each year the employee remains employed with OTC Markets Group.
(3) Shares issued pursuant to RS Agreements contain a legend stating that the shares have not been registered
under the Securities Act or any state securities laws and setting forth or referring to the restrictions on
transferability and sale of the shares under the Securities Act.
(4) Shares issued to Directors are part of each Director’s annual compensation.

Financial Information for the Issuer’s Most Recent Fiscal Period and for Such Part
of the Two Preceding Fiscal Years as the Issuer or its Predecessor has been in
Existence
Copies of the audited Consolidated Financial Statements of OTC Markets Group as of
December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021,
including the Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated
Statements of Changes in Stockholders’ Equity, Consolidated Statements of Cash Flows, and

56
Notes to the Consolidated Financial Statements, are attached hereto as Exhibit 1.1. The
attached Consolidated Financial Statements and the notes thereto are hereby incorporated by
reference into this Annual Report.

Part F. Exhibits

1 Consolidated Financial Statements

1.1 Financial information for the years ended December 31, 2023, December 31, 2022,
and December 31, 2021

2 Issuer’s Certifications
2.1 Certification of principal executive officer
2.2 Certification of principal financial officer

3 Material Contracts
3.3 Lease Agreement by and between OTC Markets Group Inc. and LHREV Washington
M Street, LLC (incorporated by reference to Exhibit 3.12 to the Quarterly Report filed
on May 5, 2021)
3.4 Employment Agreement dated November 5, 2021, by and between OTC Markets
Group Inc. and R. Cromwell Coulson (Chief Executive Officer)
3.5 “Key Man” Life Insurance Policy for R. Cromwell Coulson (incorporated herein by
reference to Exhibit 3.5 to the Initial Disclosure Statement filed on September 15,
2009)
3.9 Sublease Agreement for offices at 300 Vesey Street, New York, NY (incorporated
herein by reference to Exhibit 3.9 to the Quarterly Report filed on November 11,
2018)
3.10 Form of Senior Management Employment and Change in Control Agreement, by and
between OTC Markets Group Inc. and each of Matthew Fuchs, Antonia Georgieva,
Kristie Harkins, Lisabeth Heese, Michael Modeski, Bruce Ostrover, Jason Paltrowitz,
and Dan Zinn (incorporated herein by reference to Exhibit 3.10 to the Annual Report
filed on March 6, 2019)
3.13 Form of Performance Unit Agreement between the Company and certain senior
executives (incorporated herein by reference to Exhibit 3.13 to the Quarterly Report
filed on May 11, 2022)
3.14 Asset Purchase Agreement dated March 15, 2022 (incorporated herein by reference
to Exhibit 3.14 to the Quarterly Report filed on May 11, 2022)
3.15 Asset Purchase Agreement dated November 9, 2022 (incorporated herein by
reference to Exhibit 3.15 to the Annual Report filed on March 8, 2023)

4 Customer Contracts
The following documents may be found on our website at www.otcmarkets.com:
4.1 OTC Link ATS Subscription Agreement
4.2 OTC Link ECN Subscription Agreement

57
 4.3 Market Data Distribution Agreement
4.4 Market Data File Subscription Agreement
4.5 OTCQX Company Agreement
4.6 OTCQB Company Agreement
4.7 OTCIQ Basic Order Form
4.8 OTCIQ Agreement
4.9 Virtual Investor Conferences Agreement
5 Certificate of Incorporation and By-laws
5.1 Amended and Restated Certificate of Incorporation
5.2 By-laws (incorporated herein by reference to Exhibit 5.1 to the Initial Disclosure
Statement filed on September 15, 2009)

6 Equity Incentive Plans

6.1 2019 Equity Incentive Plan, adopted by the Board of Directors on May 7, 2019, and
approved by stockholder vote on December 19, 2019 (incorporated herein by
reference to Exhibit 6.1 to the Annual Report filed March 4, 2020)

58
 Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112-0015
USA
Tel: +1 212 492 4000
Fax: +1 212 489 1687
www.deloitte.com
INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders of OTC Markets Group Inc.

Opinion

We have audited the consolidated financial statements of OTC Markets Group Inc. and subsidiaries (the
“Company”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the
related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2023, and the related notes to the consolidated financial
statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash
flows for the three years in the period ended December 31, 2023, in accordance with accounting principles
generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of
America (GAAS). Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be
independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audits. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America, and for the
design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or
error.

In preparing the financial statements, management is required to evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue
as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material
misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a
substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a
reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. Such procedures include
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable
period of time.

We are required to communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that we identified during the audit.

Other Information Included in the Annual Report

Management is responsible for the other information included in the annual report. The other information
comprises the information included in the annual report but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the other information,
and we do not express an opinion or any form of assurance thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information
and consider whether a material inconsistency exists between the other information and the financial
statements, or the other information otherwise appears to be materially misstated. If, based on the work
performed, we conclude that an uncorrected material misstatement of the other information exists, we
are required to describe it in our report.

March 6, 2024
 EXHIBIT 1.1
OTC MARKETS GROUP INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

December 31,
2023 2022
Assets
Current assets
Cash and cash equivalents $ 34,101 $ 37,368
Short-term investments 3,622 -
Accounts receivable, net of allowance for credit losses of $451 and $638 7,680 9,485
Prepaid income taxes 1,324 59
Prepaid expenses and other current assets 1,865 1,469
Total current assets 48,592 48,381
Property and equipment, net 8,429 8,637
Operating lease right-of-use assets 12,324 13,635
Deferred tax assets, net 7,691 4,853
Goodwill 3,984 3,984
Intangible assets, net 7,411 7,993
Long-term restricted cash 1,586 1,568
Other assets 508 567
Total Assets $ 90,525 $ 89,618

Liabilities and stockholders' equity

Current liabilities
Accounts payable $ 2,152 $ 1,684
Income taxes payable 141 567
Accrued expenses and other current liabilities 14,065 13,141
Deferred revenue 29,267 30,456
Total current liabilities 45,625 45,848
Income tax reserve 778 657
Operating lease liabilities 11,895 13,309
Total Liabilities 58,298 59,814
Commitments and contingencies
Stockholders' equity
Common stock - par value $0.01 per share
Class A - 17,000,000 authorized, 12,716,135 issued, 11,931,366 outstanding at
December 31, 2023; 12,601,270 issued, 11,874,763 outstanding at December 31, 2022 127 126
Additional paid-in capital 29,469 24,847
Retained earnings 22,425 21,246
Treasury stock - 784,769 shares at December 31, 2023 and 726,507 shares at December 31, 2022 (19,794) (16,415)
Total Stockholders' Equity 32,227 29,804
Total Liabilities and Stockholders' Equity $ 90,525 $ 89,618

See accompanying notes to consolidated financial statements

F-1
 OTC MARKETS GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except earnings per share)

Year Ended December 31,

2023 2022 2021
Gross Revenues $ 109,895 $ 105,149 $ 102,932
Redistribution fees and rebates (3,237) (3,101) (3,021)
Net revenues 106,658 102,048 99,911
Transaction-based expenses (5,524) (5,847) (9,273)
Revenues less transaction-based expenses 101,134 96,201 90,638
Operating expenses
Compensation and benefits 42,467 37,585 34,049
IT Infrastructure and information services 10,311 8,091 7,633
Professional and consulting fees 8,048 6,464 4,495
Marketing and advertising 1,194 1,303 1,028
Occupancy costs 2,360 2,257 2,348
Depreciation and amortization 2,398 2,092 1,796
General, administrative and other 1,762 1,588 1,273
Total operating expenses 68,540 59,380 52,622
Income from operations 32,594 36,821 38,016
Other income (expense)
Interest income 844 155 1
Other (expense) income 59 (10) (52)
Income before provision for income taxes 33,497 36,966 37,965
Provision for income taxes 5,836 6,152 7,489
Net Income $ 27,661 $ 30,814 $ 30,476

Earnings per share

Basic $ 2.32 $ 2.60 $ 2.59
Diluted $ 2.28 $ 2.53 $ 2.52

See accompanying notes to consolidated financial statements

F-2
 OTC MARKETS GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)

Par Value - $0.01

Additional
paid-in Retained Treasury
Total Class A Class C capital Earnings Stock
Balance, January 1, 2021 $ 19,546 $ 123 $ - $ 19,770 $ 11,770 $ (12,117)
Comprehensive income:
Net income 30,476 - - - 30,476 -
Total comprehensive income 30,476
Stock-based compensation 3,332 - - 3,332 - -
Issuance of restricted and common shares, net of
withholding taxes paid related to cashless exercise of stock
options (1,419) 2 - (1,421) -
Dividends (25,459) - - - (25,459) -
Repurchase of common stock for treasury stock (1,522) - - - - (1,522)
Balance, December 31, 2021 24,954 125 - 21,681 16,787 (13,639)
Comprehensive income:
Net income 30,814 - - - 30,814 -
Total comprehensive income 30,814
Stock-based compensation 4,345 - - 4,345 - -
Issuance of restricted and common shares, net of
withholding taxes paid related to cashless exercise of stock
options (1,178) 1 - (1,179) - -
Dividends (26,355) - - - (26,355) -
Repurchase of common stock for treasury stock (2,776) - - - - (2,776)
Balance, December 31, 2022 29,804 126 - 24,847 21,246 (16,415)
Comprehensive income:
Net income 27,661 - - - 27,661 -
Total comprehensive income 27,661
Stock-based compensation 5,858 - - 5,858 - -
Issuance of restricted and common shares, net of
withholding taxes paid related to cashless exercise of stock
options (1,235) 1 - (1,236) - -
Dividends (26,482) - - - (26,482) -
Repurchase of common stock for treasury stock (3,379) - - - - (3,379)
Balance, December 31, 2023 $ 32,227 $ 127 $ - $ 29,469 $ 22,425 $ (19,794)

See accompanying notes to consolidated financial statements

F-3
 OTC MARKETS GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2023 2022 2021
Cash flows from operating activities
Net income $ 27,661 $ 30,814 $ 30,476
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 2,398 2,092 1,796
Provision for credit losses 367 260 52
Stock-based compensation 5,858 4,345 3,332
Excess tax benefits related to stock-based compensation (815) (1,089) (949)
Deferred income taxes (2,838) (4,466) (44)
Loss (Gain) on disposal of fixed assets 31 - -
Changes in assets and liabilities:
Accounts receivable 1,438 (1,273) (847)
Prepaid expenses and other current assets (396) (40) 12
Prepaid income taxes (1,265) 731 (434)
Accounts payable 219 320 (277)
Accrued expenses and other current liabilities 983 692 2,214
Income tax payable 389 1,643 946
Income tax reserve 121 (332) 188
Deferred revenue (1,189) 388 9,667
Net change in other assets and liabilities 74 (405) 324
Net Cash provided by operating activities 33,036 33,680 46,456
Cash flows from investing activities
Purchases of property and equipment (1,567) (1,443) (1,395)
Acquisition of EDGAR Online Assets - (3,333) -
Acquisition of Blue Sky Data Corp - (11,617) -
Purchases of short-term investments (5,122) - -
Maturities of short-term investments 1,500 - -
Net Cash used in investing activities (5,189) (16,393) (1,395)
Cash flows from financing activities
Dividends paid (26,482) (26,355) (25,459)
Proceeds from the exercise of stock options - 60 8
Issuance of restricted stock 1 1 1
Withholding taxes paid related to cashless exercise of stock options (1,236) (1,239) (1,428)
Purchase of treasury stock (3,379) (2,776) (1,522)
Net Cash used in financing activities (31,096) (30,309) (28,400)
Net (decrease) increase in cash, cash equivalents and restricted cash (3,249) (13,022) 16,661
Cash, cash equivalents and restricted cash at beginning of year 38,936 51,958 35,297
Cash, cash equivalents and restricted cash at end of year $ 35,687 $ 38,936 $ 51,958

Reconciliation of cash and restricted cash:

Cash and cash equivalents $ 34,101 $ 37,368 $ 50,394
Long-term restricted cash 1,586 1,568 1,564
Total cash, cash equivalents and restricted cash $ 35,687 $ 38,936 $ 51,958

Supplemental Disclosure of Cash Flow Information:

Income taxes, net of refunds $ 10,238 $ 9,667 $ 7,821
Non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses 522 450 108

See accompanying notes to consolidated financial statements

F-4
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements
(in thousands, except shares and per share information)

Note 1. Description of Business

Overview
OTC Markets Group Inc. (“OTC Markets Group” or the “Company”) (OTCQX: OTCM) operates
regulated markets for trading 12,000 U.S. and international securities. Our data-driven
disclosure standards form the foundation of our three public markets: OTCQX® Best Market,
OTCQB® Venture Market, and Pink® Open Market.
Our OTC Link® Alternative Trading Systems (“ATSs”) provide critical market infrastructure that
broker-dealers rely on to facilitate trading. Our innovative model offers companies more
efficient access to the U.S. financial markets.
OTC Link ATS, OTC Link ECN, and OTC Link NQB are each a Securities and Exchange
Commission (“SEC”) regulated ATS, operated by the Company’s wholly owned subsidiary, OTC
Link LLC (“OTC Link”), a Financial Industry Regulatory Authority, Inc. (“FINRA”) and SEC
registered broker-dealer, member SIPC.
The Company has three business lines: OTC Link, Market Data Licensing, and Corporate
Services.
• OTC Link – OTC Link LLC operates three ATSs, OTC Link ATS, OTC Link ECN, and OTC
Link NQB, that provide trading services to FINRA member broker-dealer subscribers.
• Market Data Licensing – OTC Markets Group provides market data and compliance data,
including SEC filings, for a wide spectrum of securities and issuers. The Market Data
Licensing business provides broker-dealers, investors, traders, institutions, companies,
accountants, and regulators, among others, with a suite of enterprise and user market
data licenses, offered via direct or extranet connectivity, through third-party market data
redistributors or Order Management Systems (“OMS”) as well as through certain of the
Company’s websites.
• Corporate Services – OTC Markets Group operates the OTCQX Best Market and the
OTCQB Venture Market and offers companies access to a suite of services that are
designed to facilitate public disclosure and communication with investors, promote greater
transparency, and allow companies to demonstrate regulatory compliance and mitigate
market risk. These services include the OTC Disclosure & News Service® (“DNS”),
OTCIQ Basic, Real-Time Level 2 Quote Display, Blue Sky Monitoring Service for issuers,
and the Virtual Investor Conferences® (“VIC”) product.
Corporate Form
OTC Markets Group is a Delaware corporation. The Company is a “C” Corporation for federal,
state, and local income tax purposes.

F-5
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Note 2. Summary of Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America (“U.S. GAAP”) and include the
accounts of the Company and its wholly owned subsidiaries, OTC Link LLC, OTC Markets
Group International Ltd, and Edgar Online LLC. All intercompany transactions have been
eliminated in consolidation. Management has assessed the segment reporting standards and
the availability of discrete financial information, analyzed how the chief operating decision maker
(the Chief Executive Officer) manages the businesses, assesses performance, and allocates
resources; and has concluded that the Company’s three business lines are managed as one
operating segment, which is the Company’s reportable segment.
Use of Estimates
The preparation of these consolidated financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the consolidated financial
statements, and the reported amounts of revenue and expenses during the reporting periods.
Estimates included in the consolidated financial statements include allowance for credit losses,
certain accrued expenses, stock-based compensation expense, the incremental borrowing rate
used to calculate the present value of the operating lease liabilities, fair values of intangible
assets and goodwill, useful lives of intangible assets, income tax reserve and provision for
income taxes. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenues when it transfers control of promised goods or services to
its customers in an amount that reflects the consideration to which it expects to be entitled to in
exchange for those goods or services (see Note 3, Revenue Recognition).
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or
less when purchased to be cash equivalents, the carrying amount of which approximates fair
value. The Company maintains cash in bank deposit accounts which, at times, may exceed
federally insured limits. The Company manages this risk by selecting financial institutions that it
deems highly creditworthy.
Short-term investments
The Company’s short-term investments are comprised of commercial paper, treasury bills, and
corporate bonds, which mature in twelve months or less.
Short-Term and Long-Term Restricted Cash
The Company considers all cash deposits that are held for a specific purpose and therefore not
available for general business use as restricted cash. Restricted cash is comprised of cash set
aside as security deposits on the Company’s office leases and cash held at clearing
organizations as collateral against obligations of the Company arising from clearing agreements
in place to support the Company’s OTC Link business.
Allowance for Credit Losses
The allowance for credit losses is maintained at a level that management believes to be
sufficient to absorb expected losses among all subscribers across all business lines. The
allowance is based on several factors, including management’s continuous assessment of the

F-6
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

collectability of subscriber accounts using an aging schedule. Management applies loss rates
based on historical loss information, adjusted for differences in the nature of the receivables and
estimates of current and future economic conditions. When it is known that a specific customer
will not meet its financial obligations, management will reduce the receivable balance to the
amount that is expected to be collected.
Property and Equipment, net
Property and equipment are stated at cost and depreciated over the estimated useful lives of
the assets (generally ranging from two to eleven years) utilizing the straight-line method.
Leasehold improvements are amortized using the straight-line method over the term of the
lease or the estimated useful lives of the assets, whichever is shorter. The Company capitalizes
costs incurred to purchase or to develop software for internal use. Internal-use software
development costs are capitalized during the application development stage. These capitalized
costs are reflected in property and equipment, net on the Consolidated Balance Sheets and are
depreciated over the estimated useful life of the software. Internal-use software development
costs consist primarily of external vendor costs.
Expenditures for maintenance, repairs, and renewals are expensed as incurred, unless they add
to the value of the property or appreciably extend its useful life. Gains or losses are recorded
from a sale or retirement of property and equipment at the time of disposal.
Long-lived Asset Impairments
The Company reviews long-lived assets, including property, plant and equipment and
amortizable intangible assets, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the asset may not be fully recoverable. An
impairment loss is recognized when the estimated discounted future cash flows expected to be
generated from the use of the asset, including disposition, is less than the carrying amount of
the asset.
Goodwill and Indefinite-Lived Intangible Asset Impairment
The Company reviews the carrying amounts of both goodwill and indefinite-lived intangible
assets for impairment annually and more frequently if events or changes in circumstances
indicate that the carrying amount may be impaired. When evaluating goodwill for impairment,
the Company may decide to first perform a qualitative assessment, or “Step Zero” impairment
test, to determine whether it is more likely than not that impairment has occurred. The
qualitative assessment includes a review of macroeconomic conditions, industry and market
considerations, internal cost factors, and the Company’s own overall financial and share price
performance, among other factors. If the Company does not perform a qualitative assessment,
or if it determines that it is more likely than not that the carrying amounts of its reporting units
exceed their fair value, the Company performs a quantitative assessment and calculates the
estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s
goodwill exceeds the fair value of that goodwill, an impairment loss is recognized.
For indefinite-lived intangible assets an impairment is recorded for any excess of carrying
amount over the estimated fair value.
The Company performed a quantitative assessment of its goodwill and indefinite-lived intangible
assets on December 31, 2023. The analysis performed included estimating the fair value of the
goodwill and indefinite-lived intangible assets using both the income and market approaches.
The income approach requires management to estimate a number of factors, including
projected future operating results, future cash flows, and discount rate. The market approach
F-7
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

estimates fair value using comparable marketplace fair value data from within a comparable
industry grouping. The quantitative assessment concluded that the estimated fair value of the
Company’s reporting unit substantially exceeded the carrying value and no goodwill or
indefinite-lived intangible assets impairment charge was recorded for the year ended December
31, 2023. There are inherent uncertainties related to the impairment test, which requires
management’s judgment in applying it, including the evaluation of qualitative factors and
estimates of future business results. Actual results could differ materially, and changes in
assumptions concerning future results, including lower than expected growth or profitability,
unfavorable market and regulatory developments, or other assumptions could have a significant
impact on the estimated fair value.
Leases
The Company determines if an arrangement is a lease at inception, and records operating lease
right-of-use (“ROU”) assets and liabilities on the commencement date based on the present
value of future lease payments over the lease term. The Company has operating leases in
respect of its office space. ROU assets include an adjustment for any prepaid rent and lease
incentives. When the rate implicit in the operating lease is not readily determinable, the
Company uses its incremental borrowing rate as the discount rate to determine its lease assets
and the present value of its lease liabilities. The incremental borrowing rate approximates the
rate the Company would pay to borrow on a collateralized basis for the weighted-average life of
the lease. ROU assets and liabilities are included on the Consolidated Balance Sheet
beginning January 1, 2019. The current portion of the operating lease liabilities is included in
accrued expenses and other current liabilities and the long-term portion is included in operating
lease liabilities.
The Company’s lease agreements generally contain lease and non-lease components.
Payments under lease arrangements are primarily fixed. Non-lease components are primarily
comprised of payments due for maintenance and utilities. The Company has elected to account
for fixed lease payments and non-lease components as a single lease component that
increases the amount of its operating lease assets and liabilities. Any changes in payments due
to changes in inflation rates are recognized as variable lease expenses as they are incurred.
Operating lease expense is recognized on a straight-line basis over the lease term (see Note
10, Leases).
Stock-based Compensation
The Company measures share-based awards given to employees, consultants, and directors at
the grant-day fair value of the equity award and records stock-based compensation expense
over the related service period. OTC Markets Group estimates an expected forfeiture rate while
recognizing the expense associated with these awards (see Note 8, Stock-based
Compensation).
Fair Value Measurement
The Company accounts for certain financial instruments at fair value, in accordance with the
provisions of the standard for fair value measurement, which utilizes a three-tier hierarchy to
determine the fair value of financial assets and liabilities based on the quality of observable
inputs and enhances disclosure requirements for fair value measurement. The three tiers are:
• Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in an active market;
• Level 2 – Other inputs that are directly or indirectly observable in the market; and
F-8
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

• Level 3 – Unobservable inputs that are supported by little or no market activity.

The fair value of a financial instrument is the amount that would be received to sell the asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date and in the principal or most advantageous market for that asset or liability.
Assets and liabilities on the Consolidated Balance Sheets that are measured at carrying value,
which approximates fair value due to the short-term nature of these balances, include prepaid
expenses, accrued expenses and other current liabilities, and deferred revenue. These
balances are classified as Level 1 and Level 2 in the fair value hierarchy.
Income Taxes
The Company accounts for income taxes under the provisions of Accounting Standards
Codification (“ASC”) Topic 740, Income Taxes, which generally requires the recognition of
deferred tax assets and liabilities for the expected future tax benefits or consequences of events
that have been included in the consolidated financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on differences between the
financial reporting carrying values and the tax basis of assets and liabilities and are measured
by applying enacted tax rates and laws for the taxable years in which those differences are
expected to reverse.
The Company recognizes the financial statement benefit of a tax position only after determining
that the relevant tax authority would more likely than not sustain the position upon examination,
including resolution of any related appeals or litigation processes, based on the technical merits
of the position. For tax positions meeting the more-likely-than-not threshold, the amount
recognized in the consolidated financial statements is the largest benefit that has a greater than
50 percent likelihood of being realized upon settlement with the relevant tax authority, and is net
of a valuation allowance to the extent that the Company determines that it is more likely than not
that some portion or all of the recorded deferred tax assets will not be realized in future periods.
Recently Adopted Accounting Standards
There are no applicable material accounting pronouncements that have been recently adopted
by the Company.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures, which requires that an entity discloses consistent categories and
greater disaggregation of information in the income tax rate reconciliation, and income taxes
paid disaggregated by jurisdiction, among other amendments that expand income tax
disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The
Company is currently evaluating the impact of the adoption of this ASU but does not expect it
would have a material impact on its Consolidated Financial Statements and related disclosures.
Note 3. Revenue Recognition
Substantially all of OTC Markets Group’s revenues are derived from contracts with customers.
Revenues are recognized when control of the promised goods or services is transferred to the
Company’s customers in an amount that reflects the consideration the Company expects to be
entitled to in exchange for those goods or services. In accordance with ASC Topic 606, the
Company evaluates its contracts with customers based on a five-step methodology. The
Company: (1) identifies the contract with the customer; (2) identifies the performance obligations
under the contract; (3) determines the transaction price; (4) allocates the transaction price to the
F-9
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

separate performance obligations; and (5) recognizes revenue when each performance
obligation is satisfied. Certain of the Company’s ancillary Market Data Licensing and Corporate
Services offerings, including VIC, news release and advertising services, are usage-based and
are delivered at a point in time. Accordingly, the Company recognizes revenue upon delivery of
the service in line with the contractual agreement.
OTC Link
OTC Link LLC operates three ATSs: OTC Link ATS, OTC Link ECN, and OTC Link NQB.
Broker-dealers pay monthly subscription and connectivity fees that permit access to the trading
system, including the OTC Dealer® application and related support and updates, if applicable,
during the contract term. Fees for such access are based on the number of authorized OTC
Dealer users per subscriber, which are calculated based on a tiered pricing arrangement, or the
number and type of services per connection. These fees are invoiced monthly and in advance
of the monthly service period. The Company satisfies its performance obligations over the
contract term and records revenue from these fees ratably over the month, with the unrealized
portion recorded as deferred revenue on the Company’s Consolidated Balance Sheets. The
Company pays rebates to certain resellers of OTC Link ATS services. These are invoiced
monthly based on the fixed rate specified in the applicable contract and recorded as a reduction
of gross revenues.
In addition to the aforementioned monthly access fees, broker-dealer subscribers to OTC Link
ATS pay usage-based fees to publish quotes and deliver trade messages electronically to
counterparties. Those fees are recognized at the point in time when the performance obligation,
the publication of the quote or delivery of the message, is satisfied. OTC Link ECN generates
revenues based on share volume executed on the ECN matching platform. Broker-dealer
counterparties pay a fixed fee per share executed where their orders remove posted liquidity on
the ECN, while receiving a rebate on shares executed against their own posted liquidity. To the
extent that OTC Link ECN routes orders to OTC Link ATS, OTC Link ECN may earn fees for
orders that provide liquidity, while paying a fee for orders that remove liquidity. OTC Link NQB
generates revenues in a manner similar to OTC Link ECN. Fees earned are recognized as
transaction-based revenues, while fees paid are recognized as transaction-based expenses.
These fees are invoiced monthly, in arrears, and are due upon receipt. The Company
recognizes transaction-based revenue earned upon the execution of a trade when the
Company’s obligations are substantially met. Similarly, payments made to subscribers
providing liquidity are recognized upon execution and are recorded as transaction-based
expenses within the Consolidated Statements of Income.
Market Data Licensing
Market Data Licensing generates revenues by providing subscribers with continuous access to
market data, compliance data, Blue Sky data, company data and security information, including
SEC filings. Subscribers pay monthly, quarterly, or annual fees to access this information
priced at per enterprise or per user rates. Market Data Licensing revenues are recognized
ratably over the term of the contract period, beginning on the date on which the data is made
available to the customer, as the Company’s continuing performance obligations are met.
A significant portion of Market Data Licensing revenues result from sales through redistributors,
some of whom earn redistribution fees based on a contractual fixed rate. These fees are
invoiced monthly based on the contractual period and are recognized as a reduction of gross
revenues. Substantially all of the Company’s redistribution fees and rebates are related to
these arrangements with market data redistributors.
F-10
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Corporate Services
Corporate Services generates revenues from the OTCQX Best Market and OTCQB Venture
Market and from a suite of other services. Issuers pay annual or semi-annual subscription fees
upfront to have their securities traded on the OTCQX or OTCQB markets and to subscribe to
OTC Markets Group’s various other services. The Company recognizes these revenues ratably
over time based on the subscription period as the performance obligations are met and the
transfer of services occurs. Issuers pay one-time non-refundable application fees. These fees
are not related to distinct performance obligations and are recognized ratably over the
contractual service period, which is one year or shorter. For declined applications, the
Company recognizes revenue when the application review is completed. The Company also
charges for the right to host webcast presentations and online events on the VIC platform. VIC
presentation fees are recognized at the point in time when the services are rendered, which
corresponds to the date of the webcast or online event and the point in time that the
performance obligation is satisfied.

F-11
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

The following tables present the Company’s revenues disaggregated by timing of revenue
recognition:
Year Ended December 31, 2023
Point in Time Over Time Total
OTC Link $ 14,881 $ 4,718 $ 19,599
Market data licensing 126 43,242 43,368
Corporate services 1,875 45,053 46,928
Gross revenues 16,882 93,013 109,895
Redistribution fees and rebates (36) (3,201) (3,237)
Net revenues 16,846 89,812 106,658
Transaction-based expenses (5,524) - (5,524)
Revenues less transaction-based expenses $ 11,322 $ 89,812 $ 101,134

Year Ended December 31, 2022

Point in Time Over Time Total
OTC Link $ 16,202 $ 4,735 $ 20,937
Market data licensing 438 35,969 36,407
Corporate services 2,352 45,453 47,805
Gross revenues 18,992 86,157 105,149
Redistribution fees and rebates (89) (3,012) (3,101)
Net revenues 18,903 83,145 102,048
Transaction-based expenses (5,847) - (5,847)
Revenues less transaction-based expenses $ 13,056 $ 83,145 $ 96,201

Year Ended December 31, 2021

Point in Time Over Time Total
OTC Link $ 25,596 $ 4,069 $ 29,665
Market data licensing 523 33,228 33,751
Corporate services 1,642 37,874 39,516
Gross revenues 27,761 75,171 102,932
Redistribution fees and rebates (129) (2,892) (3,021)
Net revenues 27,632 72,279 99,911
Transaction-based expenses (9,273) - (9,273)
Revenues less transaction-based expenses $ 18,359 $ 72,279 $ 90,638

F-12
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

The following tables present the Company’s revenues disaggregated by geography:

Year Ended December 31, 2023
U.S International Total
OTC Link $ 19,599 $ - $ 19,599
Market data licensing 34,923 8,445 43,368
Corporate services 20,450 26,478 46,928
Gross revenues 74,972 34,923 109,895
Redistribution fees and rebates (2,893) (344) (3,237)
Net revenues 72,079 34,579 106,658
Transaction-based expenses (5,524) - (5,524)
Revenues less transaction-based expenses $ 66,555 $ 34,579 $ 101,134

Year Ended December 31, 2022

U.S International Total
OTC Link $ 20,937 $ - $ 20,937
Market data licensing 29,410 6,997 36,407
Corporate services 21,475 26,330 47,805
Gross revenues 71,822 33,327 105,149
Redistribution fees and rebates (2,835) (266) (3,101)
Net revenues 68,987 33,061 102,048
Transaction-based expenses (5,847) - (5,847)
Revenues less transaction-based expenses $ 63,140 $ 33,061 $ 96,201

Year Ended December 31, 2021

U.S International Total
OTC Link $ 29,665 $ - $ 29,665
Market data licensing 26,749 7,002 33,751
Corporate services 19,221 20,295 39,516
Gross revenues 75,635 27,297 102,932
Redistribution fees and rebates (2,752) (269) (3,021)
Net revenues 72,883 27,028 99,911
Transaction-based expenses (9,273) - (9,273)
Revenues less transaction-based expenses $ 63,610 $ 27,028 $ 90,638

F-13
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Accounts Receivable, net

As of December 31, 2023 and 2022, accounts receivable, net of allowance for credit losses,
were $7,680 and $9,485, respectively. The allowance for credit losses reflects the Company’s
best estimate of expected losses inherent in the accounts receivable balances. The Company
determines the allowance based on historical experience, the age of the accounts receivable
balances, specific account information, and estimates of current and future economic conditions
that may affect customers’ ability to pay.
Deferred Revenue
Deferred revenue primarily represents the Company’s contractual performance obligations
related to annual and semi-annual Corporate Services subscription fees; monthly, quarterly, and
annual Market Data Licensing fees; as well as monthly OTC Link subscription fees. The
following table presents the changes in deferred revenue during the years ended December 31,
2023 and 2022:
Year Ended December 31,
2023 2022
Balance at beginning of period $ 30,456 $ 28,432
Net changes (1,189) 2,024
Balance at end of period $ 29,267 $ 30,456

During the years ended December 31, 2023 and 2022, the Company recognized $30,372 and
$28,335 of revenues, respectively, that were included in the deferred revenue balance at the
beginning of each year.
Payment Terms
The Company’s payment terms vary by business line and the products or services offered and
range from due upon receipt to net 45 days. For certain products, OTC Markets Group requires
payment before services are rendered.
Note 4. Concentrations and Uncertainties
During the years ended December 31, 2023, 2022 and 2021, Market Data Licensing revenues
earned through one market data redistributor amounted to approximately 8%, 7%, and 8% of
the Company’s gross revenues, respectively. Additionally, as of December 31, 2023 and 2022,
accounts receivable from that same redistributor amounted to 24% and 25% of the Company’s
accounts receivable, respectively.
Note 5. Property and Equipment, net
Property and equipment, net consisted of the following:
December 31, Estimated useful life
(in thousands) 2023 2022 (years)
Computer software $ 7,695 $ 7,057 3 - 10
Computer equipment 7,155 6,878 1-4
Furniture and fixtures 691 691 5-7
Leasehold improvements 2,917 2,878 Term of lease
Total property and equipment 18,458 17,504
Accumulated depreciation and amortization (10,029) (8,867)
Total property and equipment, net $ 8,429 $ 8,637

F-14
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Depreciation and amortization on property and equipment, including computer software

acquired as part of the EDGAR Online acquisition, included in the Consolidated Statements of
Income amounted to $1,816, $1,705 and $1,796 for the years ended December 31, 2023, 2022
and 2021, respectively.
Note 6. Goodwill and Intangible Assets
The following table presents goodwill activity for the period:
December 31, Goodwill Other December 31,
2021 Acquired(1) Adjustments 2022
Goodwill $ 251 $ 3,733 $ - $ 3,984

December 31, Goodwill Other December 31,

2022 Acquired Adjustments 2023
Goodwill $ 3,984 $ - $ - $ 3,984

(1) Goodwill acquired during the year ended December 31, 2022, relates to the acquisition of Blue Sky Data Corp,
on May 2, 2022.

Intangible assets consisted of the following:

December 31, Estimated useful life
(in thousands) 2023 2022 (years)
Intangible assets:
Website 100 100 2
Subscription services 150 150 8-15
Customer Relationships 8,200 8,200 15
Data Asset 140 140 4
Distributor relations 27 27 15
Intellectual property 40 40 Indefinite
Total intangible assets 8,657 8,657
Accumulated amortization (1,246) (664)
Intangible assets, net $ 7,411 $ 7,993

Amortization expense for finite-lived intangible assets was $582, $387 and $0 for the years
ended December 2023, 2022 and 2021, respectively. The increase in amortization expense in
2023 compared to 2022 and 2021 was due to full year amortization of acquired intangible
assets in connection with the Blue Sky Data Corp acquisition, which closed in May 2022. No
impairment charges were recorded to goodwill or intangible assets for the years ended
December 31, 2023, 2022 and 2021.
Note 7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
December 31,
(in thousands) 2023 2022
Payroll and employee withholdings $ 9,765 $ 9,508
Accrued operating expenses 2,248 1,699
Current operating lease liabilities 2,052 1,934
Total accrued expenses and other $ 14,065 $ 13,141

Payroll and employee withholdings primarily consisted of accrued discretionary bonus,

discretionary employer 401(k) contribution, vacation, and sales commissions. The balance of
payroll and employee withholdings as of December 31, 2023 represents a full year of accrual,
which was paid out in January and February 2024.
F-15
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Note 8. Stock-Based Compensation

OTC Markets Group grants stock options to employees and certain consultants and restricted
stock awards (“RSAs”) to certain employees and consultants, as well as directors. The grant
date fair value of each stock option is estimated using the Black-Scholes option pricing model
and is then amortized into compensation and benefits expense on a straight-line basis over the
requisite service period, which is generally the vesting period. The grant date fair value of each
RSA is based on the closing stock price on the day prior to the grant date. These charges are
included in compensation and benefits expense and, in respect of compensation for the
Company’s Board of Directors, professional and consulting fees on the Consolidated
Statements of Income.
Stock Options
A summary of the Company’s stock option activity for the year ended December 31, 2023 is as
follows:
Remaining
Stock Weighted-average Aggregate contractual
(in thousands, except W/A exercise price) options exercise price intrinsic value term (years)
Outstanding, January 1, 2023 790 $ 43.95 $ 10,716 7.85
Granted 127 56.48 11
Exercised (87) 25.88 2,779
Forfeited (34) 56.66 113
Outstanding, December 31, 2023 796 $ 47.38 $ 7,547 7.50

Exercisable, December 31, 2023 270 $ 36.62 $ 5,344 5.65

The Company recognized compensation expense related to stock options, net of estimated
forfeitures, of $1,959, $987 and $610 for the years ended December 31, 2023, 2022 and 2021,
respectively. During 2023, management estimated forfeiture rates of 5% for stock options
granted to management and 23% for stock options granted to other employees. Such charges
are included in compensation and benefits expenses on the Consolidated Statements of
Income.
As of December 31, 2023, unrecognized compensation cost related to non-vested stock option
awards totaled $5,757, which will be recognized over approximately 3.8 years.
The weighted-average assumptions used in the Black-Scholes option pricing model for 2023,
2022 and 2021 are as follows:
Year ended December 31,
2023 2022 2021
Risk free interest rate 3.79% 3.19% 1.07%
Expected life in years 6.50 6.50 6.88
Expected volatility 30% 29% 27%
Expected annual dividend per share 1.27% 1.26% 1.51%
Weighted average fair value of options granted $ 18.56 $ 17.72 $ 10.13

F-16
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

A summary of the Company’s non-vested stock option activity for the year ended December 31,
2023 is as follows:

Number of Weighted-average
(in thousands, except W/A fair value) options fair value
Non-vested balance at January 1, 2023 578 $ 14.46
Granted 127 18.56
Vested (148) 12.60
Forfeited (31) 16.10

Non-vested options at December 31, 2023 526 $ 15.87

Restricted Stock Awards

A summary of the Company’s RSA activity for the year ended December 31, 2023 is as follows:

Restricted Weighted-average Aggregate

(in thousands, except W/A fair value) stock fair value intrinsic value
Outstanding, January 1, 2023 265 $ 41.95 $ 15,079
Granted 93 58.01 5,399
Vested (90) 37.94 5,211
Forfeited (5) 47.60 274
Outstanding, December 31, 2023 263 $ 48.88 $ 14,722

The Company recognized compensation expense related to RSAs, net of estimated forfeitures,
of $3,714, $3,182 and $2,559 for the years ended December 31, 2023, 2022 and 2021,
respectively. During 2023, management estimated forfeiture rates of 6% for RSAs granted to
management and 10% for RSAs granted to other employees. In addition, the Company also
recognized professional fees of $184, $176 and $163 for the years ended December 31, 2023,
2022 and 2021, respectively, related to the issuance of RSAs to the Board of Directors.
A summary of the Company’s non-vested RSA activity for the year ended December 31, 2023 is
as follows:

Number of Weighted-
(in thousands, except W/A fair value) RSAs average fair value
Non-vested balance at January 1, 2023 265 $ 41.95
Granted 93 58.01
Forfeited (5) 47.60
Vested (90) 37.94
Non-vested RSAs at December 31, 2023 263 $ 48.88

As of December 31, 2023, unrecognized compensation cost related to non-vested RSAs totaled
$8,589, which will be recognized over approximately 3.2 years.
Performance Unit Awards
In March 2022, OTC Markets Group's Board of Directors approved and authorized the award of
Performance Units to certain employees under the Company’s 2019 Equity Incentive Plan (the
“Plan”). Under the Performance Unit Award agreements, the Company is obligated to deliver a
variable number of Performance Units on a fixed monetary amount to certain eligible employees
if the Company achieves defined Gross Revenue and Diluted Earnings Per Share targets within
the defined performance periods. Each Performance Unit represents the right to receive the
F-17
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

value of one share of Class A Common Stock of the Company and will be settled 50% in Class
A Common Stock and 50% in cash upon vesting, subject to continued employment vesting
requirements set forth in the Performance Unit Award agreements.
The liability-classified Performance Unit Awards are considered unearned until the issuance
requirements are met and would be included in accrued expenses and other current liabilities in
the Company’s Consolidated Balance Sheets. As of December 31, 2023 and 2022, there was
no accrued unrecognized compensation expense related to this obligation in accrued expenses
and other current liabilities in the Company’s Consolidated Balance Sheets because the
Company determined, based on its financial results for the years ended December 31, 2023
and 2022, that the performance objectives set forth in the Performance Unit Award agreements
have not been met.
The maximum total compensation expense to be recognized under the Performance Unit
Awards is $2,508 if the performance objectives are met each performance year, which would
result in the issuance of approximately 44,866 Performance Units, payable in 22,433 shares of
Class A Common Stock and $1,254 in cash, based on the closing share price of the Company’s
Class A Common Stock of $55.90 on December 29, 2023. However, the actual number of
Performance Units issued may fluctuate based on the share price at the date of settlement.
Note 9. Debt
OTC Markets Group maintains a commercial banking relationship with JPMorgan Chase. On
July 7, 2012, the Company entered into a line of credit agreement with JPMorgan Chase (the
“Line of Credit”). Pursuant to various extensions, the Line of Credit provides up to $3,000 of
available borrowing capacity to fund business operations through June 22, 2024. Since
inception, the Company has not drawn funds on the Line of Credit. Under the terms of the Line
of Credit, the Company agreed to fulfill certain affirmative and negative covenants and other
specified terms.
Note 10. Leases
The Company has two non-cancelable operating leases. One is for office space at 300 Vesey
Street, New York, NY that was executed in October 2018 and expires on December 30, 2031.
The other is for office space at 100 M Street SE, Washington, D.C. that was amended in April
2021 and expires on January 31, 2028. These operating leases are recorded as operating
lease right-of-use assets on the Company’s Consolidated Balance Sheets as of December 31,
2023 and 2022, and represent the Company’s right to use the underlying asset during the lease
term. The Company’s obligation in respect of future payments due under the leases is included
in accrued expenses and other current liabilities and in the operating lease liabilities section on
the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022.
The Company recognized right-of-use assets and lease liabilities, based on the present value of
lease payments over the lease terms at commencement date. When the rate implicit in the
operating lease is not readily determinable, the Company uses its incremental borrowing rate as
the discount rate to determine its right-of-use assets and the present value of its lease liabilities.
The incremental borrowing rates approximate the rate the Company would pay to borrow on a
collateralized basis for the weighted-average life of the lease. Operating right-of-use assets
include prepaid lease payments and lease incentives. The Company elected not to record
short-term operating leases with an initial term of twelve months or less on its Consolidated
Balance Sheets. The Company also elected to account for the fixed payments for the lease and
non-lease components (such as common-area maintenance and utility charges) as a single
lease component that increases the amount of the Company’s lease assets and liabilities.

F-18
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

All operating lease expense is recognized on a straight-line basis over the lease term. Any
change in payments due to changes in inflation rates are recognized as variable lease
expenses as they are incurred.
The components of lease expenses were as follows:
December 31, 2022,
2023 2022
Opearting Lease cost $ 1,997 $ 1,997
Short-term Lease cost 60 35
Total lease cost $ 2,057 $ 2,032

Supplemental cash flow information related to leases was as follows:

December 31,
2023 2022
Cash Paid for operating lease liabilities $ 1,982 $ 1,959
Right-of-use assets obtained in exchange for operating lease obligations - -

Supplemental balance sheet information related to leases was as follows:

December 31,
2023 2022
Operating lease right-of use assets $ 12,324 $ 13,635
Other current liabilities 2,052 1,934
Operating lease liabilities 11,895 13,309
Total operating lease liabilities 13,947 15,243
Weighted-average remaining lease term 8 Years 9 Years
Weighted-average discount rate 4.7% 4.7%

Maturities of lease liabilities were as follows:

2024 $ 2,104
2025 2,160
2026 2,165
2027 2,171
2028 1,945
Thereafter 6,224
Total lease payments 16,769
Less imputed interest ( 2,822 )
Total $ 13,947

Occupancy expense included in the Consolidated Statements of Income was $2,360, $2,257
and $2,348 for the years ended December 31, 2023, 2022 and 2021, respectively.
Note 11. Commitments and Contingencies
Legal Matters
There are no current, past, pending, or threatened legal proceedings or administrative actions
either by or against OTC Markets Group that could have a material effect on its business,
financial condition, or operations. OTC Markets Group is not a party to any past or pending
trading suspensions by a securities regulator.

F-19
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

In the ordinary course of business, the nature of the Company’s business subjects it to claims,
lawsuits, regulatory examinations or investigations, and other proceedings. OTC Link is
regularly the subject of various regulatory reviews, inquiries, investigations, and subpoenas or
requests for information by FINRA and the SEC. Where it is determined, in consultation with
legal counsel based on litigation and settlement risks, that a loss is probable and estimable in a
given matter, the Company establishes an accrual.
At the conclusion of a recent FINRA examination, the Company received a disposition letter that
may lead to additional FINRA inquiries. Since 2022, OTC Markets Group has been in
discussions with the SEC’s Division of Enforcement regarding certain OTC Link policies and
procedures related to the filing of Suspicious Activity Reports. These discussions have
progressed towards settlement such that the Company has accrued $1,200 in regulatory costs,
included in professional and consulting fees within the Consolidated Statement of Income and
accrued expenses and other current liabilities in the Consolidated Balance Sheet, reflecting the
Company’s current estimate of the reasonably probable cost to resolve this matter. The
Company’s discussions with the SEC are continuing. Based on the ongoing nature of this
matter, it is uncertain what the timing, amount, or terms of a resolution with the SEC will be.
The Company does not believe that this matter will have a material adverse effect on its
consolidated financial statements, results of operation, or liquidity; however, the amount of loss
may differ from the Company’s estimate and as such the Company cannot be sure of the
ultimate impact on its business or financial statements.
Letters of Credit
As of December 31, 2023, the Company had two open letters of credit of approximately $1,059
which secure its lease obligations in connection with its New York City and Washington, D.C.
office space operating leases. The letters of credit are collateralized by a money market
balance.
Note 12. Acquisitions
Blue Sky Data Corp
On May 2, 2022, the Company completed the acquisition of Blue Sky Data Corp, a provider of
compliance data regarding state Blue Sky securities rules and regulations, for approximately
$11,600 in cash, subject to certain adjustments. This acquisition allowed OTC Markets Group
to enhance its existing Blue Sky data offering, improve its value proposition, and expand its
subscriber base. The Blue Sky Data Corp subscribers and revenue are included in the
Company’s Market Data Licensing business for the years ended December 31, 2023 and 2022.
During 2023, the Company finalized the valuation of the assets acquired and liabilities assumed,
with no changes in the amounts and related disclosures compared to December 31, 2022.
Customer Relationships $ 8,200
Data Asset 140
Goodwill 3,733
Property and equipment 7
Prepaid expenses and other current assets 66
Total assets acquired 12,146
Deferred revenue (529)
Total liabilities assumed (529)
Net cash purchase price $ 11,617

Customer relationships and data asset intangible assets are being amortized over a fifteen-year
life and a four-year life, respectively. The goodwill amount represents synergies expected to be

F-20
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

realized from the business combination and assembled workforce. The associated goodwill and
intangible assets from the Blue Sky Data Corp acquisition are deductible for tax purposes.
The financial results of the Blue Sky Data Corp acquisition are included in the Consolidated
Financial Statements for the years ended December 31, 2023 and 2022. The acquisition was
immaterial to the Company’s Consolidated Statements of Income for the years ended
December 31, 2023 and 2022, and therefore, supplemental information disclosure on an
unaudited pro forma basis is not presented. The Company expensed $527 in acquisition-
related costs during the year ended December 31, 2022, and recorded those charges as
professional and consulting fees in the Consolidated Statements of Income. No acquisition-
related costs were recorded in the year ended December 31, 2023.
EDGAR Online
On November 9, 2022, OTC Markets Group completed the acquisition of EDGAR Online, a
supplier of real-time SEC regulatory data and financial analytics, from Donnelley Financial, LLC
for approximately $3,500 in cash, subject to certain adjustments. This acquisition included
substantially all of the assets of the EDGAR Online business, including proprietary technology,
custom code, customer contracts and intellectual property. EDGAR Online, which includes the
EDGAR Pro platform, provides company disclosure and financial information. Integrating the
EDGAR Online data and domain expertise into the OTC Markets Group platform provides
investors, traders, and compliance teams with a more comprehensive view of an issuer and its
securities. The EDGAR Online subscribers and revenue are included in the Company’s Market
Data Licensing business for the years ended December 31, 2023 and 2022.
The Company determined that substantially all of the fair value of the gross assets acquired is
concentrated in a group of similar, identifiable assets and based on the determination, and in
accordance with ASC 805, accounted for the acquisition as an asset purchase. The purchase
price of $3,500 and transaction-related expenses of $93 were allocated to Computer Software.
Note 13. Employee Benefit Plan
The Company has a 401(k) Plan for all eligible employees. Subject to federal contribution limits,
the 401(k) Plan permits each participant to contribute up to 15% of the participant’s annual
compensation and allows the Company to make discretionary contributions. In 2008, the
Company established an “Employer Non-Elective Discretionary Contribution” feature for its
401(k) Plan. The Company elected to contribute $639, $545 and $480 for the annual periods
ended December 31, 2023, 2022 and 2021, respectively.
Note 14. Stockholders’ Equity
Common Stock
The Company has one class of shares, Class A Common Stock, outstanding. Holders of Class
A Common Stock, which include holders of unvested RSAs, are entitled to receive such
dividends and other distributions in cash or stock of any corporation or property of the
Company, as may be authorized and declared by the Board of Directors from time to time out of
the assets or funds of the Company legally available for the payment of dividends. Upon the
voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of Class
A Common Stock are entitled to a pro rata share of the net assets of the Company available for
distribution in proportion to the number of shares of Class A Common Stock held by each.
The Company is authorized to issue 17,000,000 shares of Class A Common Stock at $0.01 par
value. As of December 31, 2023 there were a total of 12,716,135 shares issued and
11,931,366 shares outstanding. As of December 31, 2022 there were a total of 12,601,270
shares issued and 11,874,763 shares outstanding.
F-21
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

Treasury Stock
In August 2011, the Board of Directors authorized the Company to repurchase up to 300,000
shares of Class A Common Stock in compliance with Rule 10b-18 under the Securities
Exchange Act of 1934 (the “Exchange Act”). In March 2023 and 2022, the Board of Directors
refreshed the Company’s stock repurchase program, authorizing the repurchase of up to
300,000 shares of Class A Common Stock.
During the year ended December 31, 2023, the Company repurchased 58,262 shares of Class
A Common Stock at an average price of $58.00 per share, for a total of $3,379. During the year
ended December 31, 2022, the Company repurchased 45,140 shares of Class A Common
Stock at an average price of $61.50 per share, for a total of $2,776. All repurchased shares are
held in treasury.
Dividends
The Company declared and paid quarterly cash dividends on its Class A Common Stock of
$0.18 per share during each quarter of 2023 and 2022. The Company also paid special
dividends of $1.50 per share of Class A Common Stock during each of the fourth quarters of
2023 and 2022.
Equity Incentive Plan
The Company’s Plan, as adopted by the Board of Directors on May 7, 2019, and approved by a
vote of the Company’s stockholders on December 19, 2019, provides for the grant of incentive
stock options, non-statutory stock options, restricted stock, restricted stock units, stock
appreciation rights, performance units and performance shares, and governs options awarded
(see Note 8, Stock-Based Compensation). In each of November 2023 and 2022, the Board of
Directors authorized an increase in the number of shares available for issuance under the Plan
by 200,000 shares.
Note 15. Income Taxes
The components of the provision for income taxes consist of the following:
Year Ended December 31,
(in thousands) 2023 2022 2021
Current:
Federal $ 6,771 $ 6,799 $ 4,988
State and local 1,890 3,814 2,543
Foreign 13 5 2
Total current $ 8,674 $ 10,618 $ 7,533

Deferred:
Federal (2,750) (2,969) (74)
State and local (82) (1,494) 33
Foreign (6) (3) (3)
Total deferred $ (2,838) $ (4,466) $ (44)

Provision for income taxes $ 5,836 $ 6,152 $ 7,489

F-22
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

The reconciliation of the federal statutory income tax rate to the Company’s effective income tax
rate is as follows:
Year Ended December 31,
2023 2022 2021
Federal Statutory rate 21.0% 21.0% 21.0%
State and local income taxes, net 4.1% 5.0% 5.0%
R&D tax credits (2.6%) (2.5%) (2.3%)
Stock-based compensation (1.5%) (2.9%) (2.0%)
Foreign derived intangible income(1) (4.0%) (3.8%) (2.4%)
Other 0.4% (0.2%) 0.4%
17.4% 16.6% 19.7%

(1) The increase in the Foreign-derived intangible income tax deduction in 2023 and 2022 was the effect of
capitalization and amortization of R&D expenses as required by a provision in the Tax Cuts and Jobs Act of
2017.

The Company’s effective income tax rates for fiscal years 2023, 2022 and 2021 were 17.4%,
16.6% and 19.7%, respectively.
The increase in the Company’s effective tax rate for 2023 resulted from a lower stock-based
compensation windfall deduction, partially offset by lower state taxes and higher Foreign
Derived Intangible Income tax deduction and R&D credit. The decrease in the Company’s
effective tax rate for 2022 primarily resulted from a higher stock-based compensation windfall
deduction and an increase in Foreign Derived Intangible Income tax deduction due to the effects
of R&D capitalization, as well as a reversal of previously recorded uncertain state tax expenses,
which reversal related to acceptance in Voluntary Disclosure Agreement (“VDA”) programs with
certain state jurisdictions.
The significant components of the Company’s deferred tax assets and liabilities are as follows:
Year Ended December 31,
(in thousands) 2023 2022
Deferred tax assets:
Allowance for credit losses $ 119 $ 172
Operating leases liability 3,599 3,587
Capitalized research and development 6,532 4,718
Share-based compensation 1,560 1,092
Deferred tax asset on income tax reserve 151 127
Net operating loss carryforward 40 44
Other reserves - 19
Deferred tax assets 12,001 9,759
Deferred tax liabilities:
Right-of-use assets (3,181) (3,154)
Property and equipment (1,022) (1,707)
Other reserves (107) (45)
Deferred tax liabilities (4,310) (4,906)
Net deferred tax assets $ 7,691 $ 4,853

The Company recognizes the financial statement benefit of a tax position only after determining
that the relevant tax authority would more likely than not sustain the position following an audit.
For tax positions meeting the more-likely-than-not threshold, the amount recognized in the
F-23
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

financial statements is the largest benefit that has a greater than 50 percent likelihood of being
realized upon settlement with the relevant tax authority. In connection with the assessment of
certain tax positions, a reconciliation of the gross unrecognized tax liabilities for the years ended
December 31, 2023 and 2022 is as follows:
Year Ended December 31,
(in thousands) 2023 2022
Beginning balance $ 478 $ 749
Increase for tax positions taken during the current period 101 105
Increase(Decrease) for tax positions taken during a prior period (11) (376)
Ending balance $ 568 $ 478

It is not reasonably possible that any unrecognized tax benefits related to state nexus will
reverse within the next twelve months due to expected settlements with taxing authorities. The
total amount of uncertain tax positions that, if recognized, would impact the Company’s effective
tax rate as of December 31, 2023 and 2022, is $568 and $478, respectively.
The Company recognizes interest and penalties related to unrecognized tax benefits as a
component of tax expense. The Company recorded an increase in the amount of interest and
penalties due on income tax reserves of $31 during the year ended December 31, 2023, a
reduction of $61 during the year ended December 31, 2022, and an increase of $40 during the
year ended December 31, 2021. As of December 31, 2023 and 2022, the Company had $210
and $179 of interest and penalties accrued, respectively.
The Company is subject to income taxes in the U.S. federal jurisdiction and various state
jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related
tax laws and regulations and require significant judgment to apply. Tax years from 2017
through 2022 remain subject to examination by the U.S. federal and various state taxing
authorities. The Company is not currently under income tax examination by any taxing
authorities.

Note 16. Earnings Per Share

The Company calculates earnings per share pursuant to the two-class method, which is an
earnings allocation formula that determines earnings per share for common stock and
participating securities according to dividends declared and participation rights in undistributed
earnings. Under this method, all earnings (distributed and undistributed) are allocated to
common shares and participating securities based on their respective rights to receive
dividends. RSAs granted to employees, consultants, and directors (see Note 8, Stock-Based
Compensation) participate in dividends on the same basis as common shares and such
dividends are nonforfeitable by the holder. As a result, these RSAs meet the definition of a
participating security.

F-24
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

The tables below present the calculations of earnings per share using the two-class method:
Basic Earnings per common share
Year Ended December 31,
(in thousands, except shares and per share data) 2023 2022 2021
Net income available to common shareholders $ 27,661 $ 30,814 $ 30,476
Less: Undistributed earnings allocated to unvested RSAs (26) (100) (117)
Less: Dividend equivalents on unvested RSAs (585) (588) (593)
Net Income allocated to common shareholders $ 27,050 $ 30,126 $ 29,766

Shares of common stock and common stock equivalents

Weighted-average common shares outstanding 11,658,694 11,600,122 11,506,294

Basic earnings per share $ 2.32 $ 2.60 $ 2.59

Diluted Earnings per common share

Year Ended December 31,
(in thousands, except shares and per share data) 2023 2022 2021
Net income available to common shareholders $ 27,661 $ 30,814 $ 30,476
Less: Undistributed earnings allocated to unvested RSAs (26) (97) (114)
Less: Dividend equivalents on unvested RSAs (585) (588) (593)
Net Income allocated to common shareholders $ 27,050 $ 30,129 $ 29,769

Shares of common stock and common stock equivalents

Weighted-average common shares outstanding 11,658,694 11,600,122 11,506,294
Dilutive effect of employee stock options and restricted stock awards 204,486 287,746 305,026
Weighted-average shares used in diluted computation 11,863,180 11,887,868 11,811,320

Diluted earnings per share $ 2.28 $ 2.53 $ 2.52

As of December 31, 2023, 2022 and 2021, 263, 265 and 275 RSAs, respectively, and stock
options to purchase 796, 790 and 530 shares of Class A Common Stock, respectively, were
outstanding. For the years ended December 31, 2023, 2022 and 2021, 25, 19 and 7 awards,
respectively, were excluded from the diluted earnings per share computation because their
effect would have been anti-dilutive.
Note 17. Quarterly Financial Data (unaudited)
The following represents OTC Markets Group’s unaudited quarterly results for the years ended
December 31, 2023 and 2022. These quarterly results were prepared in accordance with U.S.
GAAP and reflect all adjustments that are, in the opinion of management, necessary for a fair
statement of the results. These adjustments are of a normal recurring nature.

F-25
 OTC MARKETS GROUP INC.
Notes to Consolidated Financial Statements (continued)
(in thousands, except shares and per share information)

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

2023
Revenues less transaction-based expenses $ 25,446 $ 25,169 $ 25,078 $ 25,442
Operating Income 6,923 8,295 8,573 8,791
Net Income 6,319 6,960 7,381 7,001
Basic earnings per share $ 0.53 $ 0.58 $ 0.62 $ 0.59
Diluted earnings per share $ 0.52 $ 0.57 $ 0.61 $ 0.58
2022
Revenues less transaction-based expenses $ 23,646 $ 23,851 $ 23,836 $ 24,867
Operating Income 8,644 9,262 9,037 9,877
Net Income 7,614 7,402 7,169 8,630
Basic earnings per share $ 0.64 $ 0.62 $ 0.61 $ 0.73
Diluted earnings per share $ 0.62 $ 0.61 $ 0.60 $ 0.70

Note 18. Regulatory Authorities

OTC Link LLC is a U.S. registered broker-dealer and is subject to the net capital requirements
of Rule 15c3-1 under the Exchange Act. Rule 15c3-1 requires the maintenance of net capital,
as defined, which shall be the greater of $5 or 6 ⅔% of aggregate indebtedness, as defined.
OTC Link LLC’s regulatory net capital as of December 31, 2023 and 2022 was $2,242 and
$4,380, respectively, which exceeded the minimum net capital requirement by $1,919 and
$4,158, respectively.
Note 19. Subsequent Events
For purposes of disclosure in the consolidated financial statements, the Company has evaluated
subsequent events through March 6, 2024, the date the consolidated financial statements were
available to be issued.
In January 2024, the Company granted approximately 83,352 RSAs to certain employees and
consultants subject to the terms of Restricted Stock Agreements between the Company and
each employee and consultant.
In February 2024, the Company repurchased a total of 51,141 shares of Class A Common
Stock at an average price of $57.56 per share, which will be held in treasury.
On March 4, 2024, the Board of Directors authorized and approved a quarterly cash dividend of
$0.18 per share of Class A Common Stock. The quarterly cash dividend is payable on March
29, 2024 to stockholders of record on March 22, 2024. The ex-dividend date is March 21, 2024.
On March 4, 2024, the Board of Directors refreshed the Company’s stock repurchase program,
giving the Company authorization to repurchase up to 300,000 shares of the Company’s Class
A Common Stock.

F-26
EXHIBIT 2.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, R. Cromwell Coulson, Chief Executive Officer of OTC Markets Group Inc., certify that:

1. I have reviewed this Annual Report of OTC Markets Group Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this Annual Report; and

3. Based on my knowledge, the financial statements, and other financial information

included or incorporated by reference in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this Annual Report.

/s/ R. Cromwell Coulson

R. Cromwell Coulson
Chief Executive Officer

March 6, 2024
Date
EXHIBIT 2.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Antonia Georgieva, Chief Financial Officer of OTC Markets Group Inc., certify that:

1. I have reviewed this Annual Report of OTC Markets Group Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this Annual Report; and

3. Based on my knowledge, the financial statements, and other financial information

included or incorporated by reference in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this Annual Report.

/s/ Antonia Georgieva

Antonia Georgieva
Chief Financial Officer

March 6, 2024
Date