OTC Markets : Fiscal Year 2023

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.

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

TABLE OF CONTENTS

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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.

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Investor relations contact:Antonia Georgieva, Chief Financial Officer 300 Vesey Street, 12th Floor

New York, NY 10282 Telephone: (212) 220-2215ir@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

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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:

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.

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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:

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.

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Dividends

During 2023 and 2022, our Board of Directors authorized and approved the following cash dividends:

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.

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