Intercontinental Exchange (ICE) 10-K/A risk factor changes: FY2024 vs FY2023

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Yes [removed: ☐ No ☒]

computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $62.8 billion][added: $78.0 billion.]

As of February [removed: 5, 2024,] [added: 3, 2025,] the number of shares of the registrant’s Common Stock outstanding was [removed: 572,616,425] [added: 574,564,858] shares.

[removed: |] PCAOB ID: 42     [removed: | |] Auditor Name: Ernst & Young LLP     [removed: | |] Auditor Location: New York, New York [removed: |]

On February [removed: 8, 2024,] [added: 6, 2025,] Intercontinental Exchange Inc. (“we,” “us,” “our,” the “Company,” or “ICE”) filed its Annual Report on [added: Form]

[added: for] the fiscal year ended December 31, [removed: 2023 (“2023][added: 2024 (“2024 Form]

[added: with] the U.S. Securities and Exchange Commission (the “SEC”).

We are filing this Amendment No. 1 on [added: Form]

[added: (“Amendment] No. 1”) to amend Part IV, Item 15 of the [removed: 2023][added: 2024 Form]

[added: to] provide the financial statements of Bakkt Holdings, Inc. (“Bakkt”) filed pursuant to [added: Rule]

[added: of] Regulation [removed: S-X.]

[added: Bakkt] was a significant equity investee under [added: Rule]

[added: for] the year ended December 31, 2022.

We concluded that Bakkt no longer [removed: meets] [added: met] the significance test for the [removed: year] [added: years] ended December 31, [added: 2024 and] 2023.

as Bakkt met the significance test for a prior year presented in the financial statements included in the [removed: 2023] [added: 2024] Form [removed: 10-K, this Amendment No. 1 is being filed to provide the financial statements of Bakkt.]

No other changes are being made to the [removed: 2023][added: 2024 Form]

[added: pursuant] to this Amendment No. 1.

The consolidated financial statements of Bakkt as of and for the year ended December 31, [removed: 2023] [added: 2024] provided hereby were prepared and provided to us by Bakkt.

Except as otherwise expressly noted, this Amendment No. 1 does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the disclosures in or exhibits to the [removed: 2023][added: 2024 Form]

nor does it reflect events occurring after the filing of the [removed: 2023][added: 2024 Form]

[added: Among] other things, forward-looking statements made in the [removed: 2023][added: 2024 Form]

[removed: hat] [added: have not been revised to reflect events that] occurred or facts that became known to us after the filing of the [removed: 2023][added: 2024 Form]

[added: and] such forward-looking statements should be read in their historical context.

Furthermore, this Amendment No. 1 should be read in conjunction with the [removed: 2023][added: 2024 Form]

Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in our [removed: 2023] [added: 2024] Form 10-K filed on February [removed: 8, 2024.][added: 6, 2025.]

| | • | | Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] |

| | • | | Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] |

| | • | | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] |

| | • | | Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] |

| | • | | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] |

The exhibits listed below under “Index to Exhibits” are filed with or incorporated by reference in our [removed: 2023] [added: 2024] Form 10-K and this Amendment No. 1.

The consolidated financial statements of Bakkt Holdings, Inc. as of and for the year ended December 31, [removed: 2023,] [added: 2024,] and the related notes, audited by [added: KPMG LLP and] Ernst & Young LLP, independent registered public accounting firm, as set forth in their report dated March [removed: 25, 2024] [added: 19, 2025] included therein, included in Exhibit 99.1 to this Amendment No. 1, are filed as part of Item 15 of this Amendment No. 1 to our [removed: 2023] [added: 2024] Form 10-K and should be read in conjunction with our consolidated financial statements

[added: INDEX TO] EXHIBITS

| [removed: Exhibit Number] [added: Exhibit Number] | | | | Description of Document |

| [removed: 2.1] [added: 10.24] | | — | | [removed: [Agreement and Plan of Merger,] [added: [Aircraft Time Sharing Agreement] dated as of [removed: May 4, 2022, among] [added: February 2, 2022 between] Intercontinental [removed: Exchange, Inc., Sand Merger Sub Corporation and Black Knight,] [added: Exchange Holdings,] Inc. [added: and Warren Gardiner] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.23] to Intercontinental Exchange, Inc.’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the SEC on [removed: May 6,] [added: February 3,] 2022, File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522142983/d307019dex21.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)] |

| [removed: 2.2] [added: 10.25] | | — | | [removed: [Amendment No. 1, dated as of March 7, 2023, to the] [added: [Aircraft Time Sharing] Agreement [removed: and Plan of Merger,] dated as of [removed: May 4, 2022, among] [added: April 17, 2023 between] Intercontinental [removed: Exchange, Inc., Sand Merger Sub Corporation and Black Knight,] [added: Exchange Holdings,] Inc. [added: and Christopher Edmonds] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to Intercontinental Exchange, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: March 7,] [added: May 4,] 2023, File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312523063262/d472787dex21.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex102.htm)] |

| [removed: 4.26*] [added: 4.32] | | — | | [Description of ICE’s Securities Registered under Section 12 of the Exchange [removed: Act.](http://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)] [added: Act (incorporated by reference to Exhibit 4.26 to Intercontinental Exchange, Inc.’s Annual Report on Form 10-K filed with the SEC on February 8, 2024, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)] |

| 10.14 | | — | | [Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. [removed: 2017] [added: 2022] Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.’s Annual Report on Form 10-K filed with the SEC on February [removed: 7, 2018,] [added: 2, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1017.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1017.htm)] |

| 10.15 | | — | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. [removed: 2017] [added: 2022] Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.’s Annual Report on Form 10-K filed with the SEC on February [removed: 7, 2018,] [added: 2, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1018.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1018.htm)] |

10-K/A

☐ No ☒

10-K

10-K”)

10-K/A

10-K

S-X.

3-09

3-09

10-K,

this Amendment No. 1 is being filed to provide the financial statements of Bakkt.

10-K

10-K;

10-K.

10-K

10-K,

10-K

| 4.26 | | — | | [First Supplemental Indenture, dated February 28, 2024, among Black Knight InfoServ, LLC, the guarantors party thereto and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2024, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312524055927/d773004dex41.htm) |

| 4.27 | | — | | [Fifth Supplemental Indenture, dated as of May 13, 2024, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 13, 2024, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm) |

| 4.28 | | — | | [Form of 5.250% Senior Notes due 2031 (included as an exhibit to the Fifth Supplemental Indenture dated as of May 13, 2024) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 13, 2024, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm) |

| 4.30 | | — | | [Form of 3.625% Senior Notes due 2028 (included as an exhibit to the Sixth Supplemental Indenture dated as of June 5, 2024) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 5, 2024, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm) |

| 4.31 | | — | | [Registration Rights Agreement, dated as of June 5, 2024, between Intercontinental Exchange, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as dealer managers (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 5, 2024, File No. 001—36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm) |

| 10.19* | | — | | [Form of Restricted Stock Award Agreement used with respect to grants of restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1571949/000157194925000003/ice20241231ex1019.htm) |

| 10.42 | | — | | [The Thirteenth Amendment, dated as of May 31, 2024, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022, and the Twelfth Amendment to Credit Agreement, dated as of May 25, 2022) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 5, 2024), File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465924068724/tm2416515d1_ex10-1.htm) |

| 23.2 | | — | | [Consent of KPMG LLP, Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/1571949/000119312525059270/d941683dex232.htm) |

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| * | Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |

| --- | --- |

10-

K/A

| --- | --- | --- | --- | --- |

Form 10-K for

Form 10-K”) with

Form 10-K/A (“Amendment

Form 10-K to

Rule 3-09 of

Bakkt

Rule 3-09 for

Form 10-K pursuant

Form 10-K;

Form 10-K.

Among

Form 10-K have

not been revised to reflect events

Form 10-K, and

Form 10-K