Filed by CBOE Holdings, Inc.

pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: CBOE Holdings, Inc.

Subject Company’s Commission File No.: 333-140574

On April 24, 2009, the Chicago Board Options Exchange, Incorporated issued the following information circular.

Overview of First-Quarter 2009 Financial Results

For the three months ended March 31, 2009, CBOE reported pre-tax earnings of $40.4 million compared with $52.8 million for the prior-year period, a 23-percent decline.  Revenues for the quarter of $98.6 million were 5 percent below last year’s first quarter of $104.3 million.  While first quarter financial results were down compared with the prior year, overall trading volume was better than expected in light of the difficult market.

Following 12 consecutive quarters of double-digit gains in revenues driven by higher trading volume, CBOE reported a drop in revenues primarily due to a decline in transaction fees.  Transaction fees of $79.6 million were down $2.6 million, or 3 percent, for the first quarter of 2009, reflecting lower trading volume.  Total contracts traded for the quarter declined 3 percent to 273.1 million from 282.5 million in last year’s first quarter.  CBOE’s average daily volume was 4.5 million contracts for the first three months of 2009, a 3-percent decrease compared with last year’s average of 4.6 million contracts.  The average rate per contract for the quarter was $0.291, unchanged from the first quarter a year ago.

The remaining revenue items accounted for $3.1 million of the $5.7 million decrease in total revenues.  Investment income fell $1.8 million compared with last year’s first quarter due to lower yields on investments resulting from lower interest rates.  CBOE continues to focus on capital preservation, shifting more of its excess funds to conservative, short-term investment instruments.  Other revenue was down $1.4 million primarily due to a decline in order routing system cancel fees.

Expense Analysis

Total expenses for the first quarter of 2009 were $58.2 million, an increase of $6.6 million or 13 percent, compared with 2008’s first quarter.  This increase primarily resulted from higher expenses related to employee costs, outside services, trading volume incentives, facilities costs and other expenses.  Employee costs were up $1.1 million for the quarter due mainly to higher employee compensation expenses that relate to staffing for C2 and merit increases awarded in 2008 compared with the first quarter a year ago.  Expenses related to outside services were up $1.7 million primarily due to higher systems consulting fees and legal fees.  The growth in systems consulting fees was driven by expenses related to C2 systems development as well as other systems initiatives.  The increase in legal fees resulted from the favorable impact of a reimbursement received in last year’s first quarter, which lowered 2008’s net expense, with no comparable reimbursement in this year’s first quarter.  Trading volume incentives, previously included in other expenses, were up $2.2 million for the first quarter reflecting higher costs incurred for DPM market linkage and a liquidity provider program.  The DPM market linkage program reimburses DPMs for the cost of linking customer orders to markets at other exchanges.  The liquidity provider rebate program provides incentives to market participants for executing orders at CBOE as opposed to routing to away markets.  Facilities costs increased $0.8 million largely due to an unfavorable variance in real estate taxes.  Last year’s first quarter included the positive impact of a real estate tax refund and there was no comparable refund this year.  Other expenses were up $0.9 million due mainly to an increase in payments for systems interruptions.

CBOE’s operating margin, representing income before taxes as a percentage of total revenues, was 41.0 percent for the first quarter, a 9.6-percentage-point decline from the record operating margin of 50.6 percent reported in the first quarter of 2008.  The margin decrease resulted from the net impact of lower revenues and higher expenses during the quarter.

Net income for the quarter of $24.3 million was down 21 percent compared with last year’s first quarter of $30.6 million.

Strong, Debt-Free Balance Sheet

Working capital (current assets minus current liabilities) increased by $23.7 million to $294.0 million for the first quarter of 2009 compared with $270.3 at December 31, 2008.  At March 31, 2009, cash and investments were $317.8 million, up $36.3 million from December 31, 2008.

Additions to capital and other assets for the first quarter of 2009 were $8.6 million ($9.8 million less $1.2 million for the change in unpaid liabilities) versus $10.0 million ($5.7 million plus $4.3

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million for the change in unpaid liabilities) in the first quarter of 2008.  These capital additions primarily relate to systems hardware and capitalized software as CBOE continues to invest in expanding its systems capacity and enhancing systems capabilities.  Questions may be directed to Debbie Koopman at 312-786-7136 or koopman@cboe.com or Alan Dean at 312-786-7023 or dean@cboe.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

In connection with the proposed restructuring transaction, CBOE Holdings, Inc. (“CBOE Holdings”) has filed certain relevant materials with the United States Securities and Exchange Commission (SEC), including a registration statement on Form S-4. Members are encouraged to read the registration statement, including the proxy statement/prospectus that are a part of the registration statement, because it contains important information about the proposed transaction. Members are able to obtain a free copy of the proxy statement/prospectus, as well as the other filings containing information about CBOE Holdings and the Chicago Board Options Exchange, Incorporated (“CBOE”), without charge, at the SEC’s Web site, http://www.sec.gov, and the companies’ website, www.CBOE.com. In addition, CBOE members may obtain free copies of the proxy statement/prospectus and other documents filed by CBOE Holdings or the CBOE from CBOE Holdings by directing a request to the Office of the Secretary, CBOE Holdings, Inc., 400 South LaSalle Street, Chicago, Illinois 60605.

CBOE Holdings, the CBOE and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CBOE Holdings and of the CBOE is available in the prospectus/proxy statement.

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONSOLIDATED STATEMENTS OF INCOME

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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