Intercontinental Exchange (ICE) 10-K risk factor changes: FY2025 vs FY2024

See the factors set forth under the heading* “*Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2023] [added: 2024] Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February [removed: 8, 2024.*][added: 6, 2025.*]

[removed: Since 2022,] [added: Recent] macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, [added: changes in tariffs and trade policies] along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.

For instance, due to market and interest rate volatility, [added: including market volatility during 2025,] we have seen increased trading across a number of our products, such as [added: energy,] interest rate and equity futures, credit default swaps and bonds.

[removed: lesser extent, 2024,] [added: Conversely, increases in mortgage interest rates over the past several years] have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.

If mortgage rates [removed: remain high or] further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted.

From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in [removed: Ukraine and] [added: Ukraine,] the Middle East and surrounding [removed: regions.][added: regions and Venezuela.]

We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, [added: changes in tariffs and trade policies, market volatility, prolonged U.S. government shutdowns,] geopolitical events and military [removed: conflicts, including repercussions from the] conflicts [removed: in Ukraine] and [removed: the Middle East,] [added: repercussions from,] and the impact [removed: that] [added: that,] any of the foregoing may have on the global economy and on our business.

[removed: ][added: ]

(1) Operating income/(loss) from our Mortgage Technology segment was [removed: $(170)] [added: $14] million, [removed: $(276)] [added: $(170)] million and [removed: $57] [added: $(276)] million in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

(2) The adjusted figures exclude items that are not reflective of our [removed: ongoing core] [added: cash] operations [removed: and] [added: or core] business performance.

See “—Non-GAAP [removed: Financial] Measures” below.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Revenues, less transaction-based expenses | | | $ | [removed: 9,279] [added: 9,931] | | | | | $ | [removed: 7,988] [added: 9,279] | | | | | [removed: 16] [added: 7] | | % | | | | $ | [removed: 7,988] [added: 9,279] | | | | | $ | [removed: 7,292] [added: 7,988] | | | | | [removed: 10] [added: 16] | | % |

| Recurring revenues(1) | | | $ | [removed: 4,829] [added: 5,056] | | | | | $ | [removed: 4,138] [added: 4,829] | | | | | [removed: 17] [added: 5] | | % | | | | $ | [removed: 4,138] [added: 4,829] | | | | | $ | [removed: 3,721] [added: 4,138] | | | | | [removed: 11] [added: 17] | | % |

| Transaction revenues, net(1) | | | $ | [removed: 4,450] [added: 4,875] | | | | | $ | [removed: 3,850] [added: 4,450] | | | | | [removed: 16] [added: 10] | | % | | | | $ | [removed: 3,850] [added: 4,450] | | | | | $ | [removed: 3,571] [added: 3,850] | | | | | [removed: 8] [added: 16] | | % |

| Operating expenses | | | $ | [removed: 4,970] [added: 5,002] | | | | | $ | [removed: 4,294] [added: 4,970] | | | | | [removed: 16] [added: 1] | | % | | | | $ | [removed: 4,294] [added: 4,970] | | | | | $ | [removed: 3,654] [added: 4,294] | | | | | [removed: 18] [added: 16] | | % |

| Adjusted operating expenses(2) | | | $ | [removed: 3,810] [added: 3,939] | | | | | $ | [removed: 3,260] [added: 3,810] | | | | | [removed: 17] [added: 3] | | % | | | | $ | [removed: 3,260] [added: 3,810] | | | | | $ | [removed: 2,953] [added: 3,260] | | | | | [removed: 10] [added: 17] | | % |

| Operating income | | | $ | [removed: 4,309] [added: 4,929] | | | | | $ | [removed: 3,694] [added: 4,309] | | | | | [removed: 17] [added: 14] | | % | | | | $ | [removed: 3,694] [added: 4,309] | | | | | $ | [removed: 3,638] [added: 3,694] | | | | | [removed: 2] [added: 17] | | % |

| Adjusted operating income(2) | | | $ | [removed: 5,469] [added: 5,992] | | | | | $ | [removed: 4,728] [added: 5,469] | | | | | [removed: 16] [added: 10] | | % | | | | $ | [removed: 4,728] [added: 5,469] | | | | | $ | [removed: 4,339] [added: 4,728] | | | | | [removed: 9] [added: 16] | | % |

| Operating margin | | | [removed: 46] [added: 50] | | % | | | | 46 | | % | | | | [removed: —] [added: 4 pts] | | | | | | 46 | | % | | | | [removed: 50] [added: 46] | | % | | | | [removed: (4 pts)] [added: —] | | |

| Adjusted operating margin(2) | | | [removed: 59] [added: 60] | | % | | | | 59 | | % | | | | [removed: —] [added: 1 pt] | | | | | | 59 | | % | | | | 59 | | % | | | | — | | |

| Other income/(expense), net | | | $ | [removed: (681)] [added: (583)] | | | | | $ | [removed: (800)] [added: (681)] | | | | | [removed: (15)] [added: (14)] | | % | | | | $ | [removed: (800)] [added: (681)] | | | | | $ | [removed: (1,830)] [added: (800)] | | | | | [removed: (56)] [added: (15)] | | % |

| Income tax expense | | | $ | [removed: 826] [added: 976] | | | | | $ | [removed: 456] [added: 826] | | | | | [removed: 81] [added: 18] | | % | | | | $ | [removed: 456] [added: 826] | | | | | $ | [removed: 310] [added: 456] | | | | | [removed: 47] [added: 81] | | % |

| Effective tax rate | | | [removed: 23] [added: 22] | | % | | | | [removed: 16] [added: 23] | | % | | | | [removed: 7 pts] [added: (1 pt)] | | | | | | [removed: 16] [added: 23] | | % | | | | [removed: 17] [added: 16] | | % | | | | [removed: (1 pt)] [added: 7 pts] | | |

| Net income attributable to ICE | | | $ | [removed: 2,754] [added: 3,315] | | | | | $ | [removed: 2,368] [added: 2,754] | | | | | [removed: 16] [added: 20] | | % | | | | $ | [removed: 2,368] [added: 2,754] | | | | | $ | [removed: 1,446] [added: 2,368] | | | | | [removed: 64] [added: 16] | | % |

| Adjusted net income attributable to ICE(2) | | | $ | [removed: 3,497] [added: 3,993] | | | | | $ | [removed: 3,177] [added: 3,497] | | | | | [removed: 10] [added: 14] | | % | | | | $ | [removed: 3,177] [added: 3,497] | | | | | $ | [removed: 2,974] [added: 3,177] | | | | | [removed: 7] [added: 10] | | % |

| Diluted earnings per share attributable to ICE common stockholders | | | $ | [removed: 4.78] [added: 5.77] | | | | | $ | [removed: 4.19] [added: 4.78] | | | | | [removed: 14] [added: 21] | | % | | | | $ | [removed: 4.19] [added: 4.78] | | | | | $ | [removed: 2.58] [added: 4.19] | | | | | [removed: 62] [added: 14] | | % |

| Adjusted diluted earnings per share attributable to ICE common stockholders(2) | | | $ | [removed: 6.07] [added: 6.95] | | | | | $ | [removed: 5.62] [added: 6.07] | | | | | [removed: 8] [added: 14] | | % | | | | $ | [removed: 5.62] [added: 6.07] | | | | | $ | [removed: 5.30] [added: 5.62] | | | | | [removed: 6] [added: 8] | | % |

| Cash flows from operating activities | | | $ | [removed: 4,609] [added: 4,662] | | | | | $ | [removed: 3,542] [added: 4,609] | | | | | [removed: 30] [added: 1] | | % | | | | $ | [removed: 3,542] [added: 4,609] | | | | | $ | [removed: 3,554] [added: 3,542] | | | | | [removed: —] [added: 30] | | % |

| Free cash flow(3) | | | $ | [removed: 3,857] [added: 3,871] | | | | | $ | [removed: 3,053] [added: 3,857] | | | | | [removed: 26] [added: —] | | [removed: %] | | | | $ | [removed: 3,053] [added: 3,857] | | | | | $ | [removed: 3,072] [added: 3,053] | | | | | [removed: (1)] [added: 26] | | % |

| Adjusted free cash flow(3) | | | $ | [removed: 3,620] [added: 4,187] | | | | | $ | [removed: 3,197] [added: 3,620] | | | | | [removed: 13] [added: 16] | | % | | | | $ | [removed: 3,197] [added: 3,620] | | | | | $ | [removed: 2,906] [added: 3,197] | | | | | [removed: 10] [added: 13] | | % |

See “- Non-GAAP [removed: Financial] Measures” below.

- Revenues, less transaction-based expenses, increased [removed: $696] [added: $652] million in [removed: 2023] [added: 2025] from [removed: 2022.][added: 2024.]

The increase in revenues includes [removed: $17] [added: $54] million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in [removed: 2023] [added: 2025] as compared to [removed: 2022.][added: 2024.]

- Operating expenses increased [removed: $640] [added: $32] million in [removed: 2023] [added: 2025] from [removed: 2022.][added: 2024.]

The increase in operating expenses includes [removed: $4] [added: $14] million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in [removed: 2023] [added: 2025] as compared to [removed: 2022.][added: 2024.]

- Other income/(expense), net, in 2024 primarily includes interest income of $141 million, interest expense of $910 million, our equity earnings in OCC of $25 million, estimated equity losses in our investment in Bakkt of $83 [removed: million, a gain of $160 million related to the PennyMac arbitration final award payment, a gain of $6 million related to the sale of certain fixed assets and FX remeasurement losses of $15 million.]

In addition, we have increased our portion of recurring revenues from 34% in 2014 to [removed: 52%] [added: 51%] in [removed: 2024.][added: 2025.]

For details on trends in recent prior-year periods, refer to our [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] Annual Reports on Form 10-K.

Tax Policy Changes

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was enacted into law.

The OBBBA includes significant changes to U.S. federal and international tax provisions.

The application of the OBBBA tax provisions did not result in material changes to our total effective tax rate for the year ended December 31, 2025.

The composition of the income tax provision, however, reflects a decrease in current income tax expenses, offset by an increase in deferred income tax expenses, primarily due to immediate expensing of current year domestic research and development costs and certain capital expenditures, and an election to accelerate deductions of previously capitalized domestic R&D expenditures under the OBBBA.

We intend to make certain elections under the OBBBA for the 2025 tax year returns and we have reflected the impact of these elections in our financial statements for the year ended December 31, 2025.

Management evaluates recurring revenues and transaction revenues, net when making financial and operating decisions and believes they are a useful metric in evaluating our business performance.

The definitions of recurring revenues and transaction revenues are not uniform, and therefore the revenues we consider recurring versus transaction may differ from those of other companies.

Recurring and transaction revenues are operating metrics and do not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

- Other income/(expense), net, in 2025 primarily includes interest income of $119 million, interest expense of $803 million, equity earnings in our equity method investees of $79 million, a net gain of $55 million related to fair value adjustments and other income from our equity investments, FX remeasurement losses of $18 million and pension and postretirement plan expense of $15 million.

million, a gain of $160 million related to the PennyMac arbitration final award payment, a gain of $6 million related to the sale of certain fixed assets and FX remeasurement losses of $15 million.

See “- Non-GAAP Measures” below.

The increase in North American gas volumes was driven by heightened market volatility stemming from geopolitical tensions, while continued expansion in our TTF complex reflected ongoing supply-disruption risks and broader geopolitical uncertainty.

–Environmentals and other futures and options volume increased 12% in 2025 from 2024, primarily due to higher power volumes and continued strength in environmental products.

–Sugar futures and options volumes increased 1% in 2025 from 2024 with the first half of the year increasing due to volatility stemming from shifting global supply-demand dynamics and supply-driven deficits, which was partially offset with a decline in the second half of the year due to the impact of geopolitical risks on sugar markets.

–Other agricultural and metal futures and options volumes decreased 15% in 2025 from 2024 primarily driven by sustained supply constraints, elevated prices, and shifting demand across cocoa and coffee markets, with geopolitical risks further contributing to lower activity.

The increase was primarily due to higher industry volumes partially offset by lower overall matched market share and lower capture rate.

The increase was primarily due to higher industry volumes.

securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

Our OTC and other revenues decreased 1% in 2025 compared to 2024 primarily due to lower net interest income on collateral balances.

Listings revenues increased 1% in 2025 from 2024, primarily due to new listings.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

In May 2025, the SEC announced that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement.

There were no Section 31 fees payable as of December 31, 2025.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance.

See “- Non-GAAP Measures” below.

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance.

See “- Non-GAAP Measures” below.

| | | | 2025 | | | | | | 2024 | | | | | | Change* | | | | | | 2024 | | | | | | 2023 | | | | | | Change* | | |

In 2025, we changed the caption of a disaggregated revenue line item in our Fixed Income and Data Services segment previously presented as "other data and network services" to "data and network technology" within the table above.

This name change was made to better reflect the nature of these revenues and did not impact the measurement or classification of revenue included in this classification.

Our fixed income execution revenues increased 8% in 2025 from 2024 driven by market volatility related to geopolitical and macroeconomic uncertainty, network expansion and continued expansion of platform functionality across institutional and wealth networks.

Clearing fees are reported net of rebates, which were $10 million in 2025.

The increased demand for data and capacity is due to our continued strategic investments in our data center infrastructure.

However, while it is

| | | | 2025 | | | | | | 2024 | | | | | | Change | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance.

See “- Non-GAAP Measures” below.

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance.

Conversely, increases in mortgage interest rates in 2023 and to a

- Other income/(expense), net, in 2023 primarily includes interest income of $319 million, interest expense of $808 million, our equity earnings in OCC of $16 million, estimated equity losses in our investment in Bakkt of $135 million, a fair value loss of $160 million related to the Black Knight Promissory Note, an impairment related to our CAT loan receivable of $16 million, FX remeasurement losses of $12 million, and a loss on the sale of the Dun & Bradstreet investment of $3 million, net of dividends received, that we acquired through the acquisition of Black Knight.

- The 23% effective tax rate in 2024 was above the statutory federal income tax rate primarily due to state and local income taxes, including the impacts of recording valuation allowances on certain state deferred tax assets, partially offset by favorable state apportionment changes and statutes of limitations expirations.

- The 16% effective tax rate in 2023 was below the statutory federal income tax rate primarily driven by the following factors: favorable audit settlements for historical years, favorable state apportionment changes, and the application of the high-tax exception to Global Intangible Low-Taxed Income.

These benefits were partially offset by the impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023, and the tax impact of certain non-deductible Black Knight acquisition costs.

- The 17% effective tax rate in 2022 was below the statutory federal income tax rate primarily driven by the deferred income tax benefit from the impairment of our equity investment in Bakkt.

The volume increase in our North American gas products was driven by increased volatility related to shifting weather and fundamentals.

In addition, growth in our TTF and Asian JKM gas complexes was driven by the continued globalization of the commodity, coupled with price volatility related to geopolitical risks and supply and demand dynamics.

–Environmentals and other futures and options volume increased 38% in 2024 from 2023, due to record environmental volumes driven by price volatility related to geopolitical risk in the Middle East, continued demand for market-based mechanisms to price climate risk and help enable greenhouse gas reduction goals, and higher power volumes driven by increased volatility as compared to the prior year.

The overall decrease in agricultural volumes was due to reduced market volatility impacting our Sugar markets following an El Niño year, as well as a global supply shortage impacting our Cocoa markets, with Cocoa prices reaching an all-time high in 2024.

–Sugar futures and options volumes decreased 9% in 2024 from 2023.

–Other agricultural and metal futures and options volumes increased 4% in 2024 from 2023.

Interest rate futures and options revenues were $399 million and $299 million in 2024 and 2023, respectively.

Other financial futures and options volume decreased due to overall lower equity market volatility than in the prior year.

Other financial futures and options revenues were $160 million and $161 million in 2024 and 2023, respectively.

Equity options volume increased 19% in 2024 from 2023 driven by increased participation and higher market share.

Our OTC and other revenues were flat in 2024 compared to 2023.

Listings revenues decreased 2% in 2024 from 2023, due to the continued roll-off of initial listing fees from the strong initial public offerings, or IPO, market in 2021 and special purpose acquisition company, or SPAC, delistings.

These Section 31 fees are

The total amount is included in current liabilities and was $316 million as of December 31, 2024.

Our fixed income execution revenues decreased 6% in 2024 from 2023 as higher revenues from record corporate and municipal bond trading were more than offset by lower levels of U.S. treasury activity.

- Other Data and Network Services: Our other data and network services revenues increased 5% in 2024 from 2023.

(1) Servicing Software was a new revenue category beginning in 2023 following completion of the Black Knight acquisition.

Black Knight contributed $1.1 billion and $363 million of revenues in 2024 and 2023, respectively, following completion of the acquisition.

- Origination technology: Our origination technology revenues increased 3% in 2024 from 2023 primarily due to incremental origination technology revenue contributed by Black Knight following completion of our acquisition in September 2023.

- Servicing software: Our servicing software revenues increased $560 million in 2024 from 2023 due to a full year of servicing software revenue contributed by Black Knight following completion of our acquisition in September 2023.

Another

- Data and Analytics: Our Data and Analytics revenues increased 66% in 2024 from 2023 primarily due to the incremental revenue contributed by Black Knight following completion of our acquisition in September 2023.

The primary driver of the increase in operating expenses is related to the impact of the Black Knight acquisition and the corresponding Black Knight related operating expenses.

The resulting operating losses and negative margins are primarily related to the acquisition-related transaction and integration costs incurred during the years presented.

The below chart summarizes the significant drivers of our compensation and benefits expense results for the periods presented (dollars in millions, except employee headcount).

| Stock-based compensation expenses | | | $ | 212 | | | | | $ | 197 | | | | | | | | 8 | | % |

The stock-based compensation expenses in the table above relate to employee stock option and restricted stock awards and exclude stock-based compensation related to acquisition-related transaction and integration costs.

Professional services expenses increased $31 million in 2024 from 2023 primarily due to $6 million in incremental expense attributable to our acquisition of Black Knight, combined with increases in NYSE regulatory consulting and general legal matter expenses.

In 2023, we incurred $269 million in acquisition-related transaction and integration costs primarily due to legal, banker, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.

Included in the acquisition-related transaction and integration costs in 2023 were $55 million of Black Knight replacement restricted stock awards that accelerated due to the Divestitures and certain terminations.

Technology and communications expenses increased by $114 million in 2024 from 2023, primarily due to hardware and software support costs and data services expenses, mainly at Black Knight, combined with rising revenues on certain products causing an increase in our revenue share.

See Item 2 “- Properties” above for additional information regarding our leased and owned property.

Selling, general and administrative expenses increased $41 million in 2024 from 2023, primarily due to $20 million in incremental costs attributable to Black Knight and increases in other underlying costs, including customer acquisition costs from higher IPO activity, marketing, travel and entertainment.

These increases were partially offset by 2023 expenses, including a $6 million expense for claims made following a NYSE system outage in January 2023, and an $11 million regulatory matter expense.

- Global economic, political and financial market events or conditions have at times in the past negatively [removed: impacted] [added: impacted,] and may in the future negatively [removed: impact] [added: impact,] our business.

- Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted [removed: us] [added: us,] and could in the future negatively impact us.

- If the value of [removed: securities] [added: collateral] held as margin or guaranty fund contributions by our clearing houses declines or a [removed: sovereign government] [added: collateral] issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses.

- [removed: Climate change poses] [added: Climate-related risks pose] operational, commercial, reputational, regulatory and financial risks.

- Our [removed: majority investment in Bakkt Holdings, Inc., or Bakkt,] [added: ownership of a digital currency custody business] may introduce additional risks to our business due to its evolving business model.

Global economic, political and financial market events or conditions have at times in the past negatively [removed: impacted] [added: impacted,] and may in the future negatively [removed: impact] [added: impact,] our business.

Adverse macroeconomic conditions, including recessions, [added: inflated asset prices,] inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination or servicing volume, geopolitical events or conflicts, political uncertainty and discord, international trade disputes and sanction laws, including [removed: the imposition of] [added: changes to international trade policies and] tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade and travel have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.

During [removed: 2024,] [added: 2025,] macroeconomic conditions, including [added: changes in the] interest [removed: rate, inflation] [added: rate environment, inflation,] and [added: increased] market volatility, [removed: the presidential election] [added: as well as changes] in [added: government policies implemented by new political administrations in] the United States and [removed: general elections] in many [added: other non-U.S.] jurisdictions [removed: in the U.S. and] abroad, [removed: along with] [added: alongside other] geopolitical [removed: concerns, including] [added: events, such as] the conflicts in Ukraine and the Middle [removed: East, created] [added: East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued] economic and political uncertainty and volatility in global [removed: markets, which resulted in a dynamic operating environment and impacted our operations and results.][added: markets.]

We expect [added: that] these impacts may continue in [removed: 2025.][added: 2026.]

Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), [added: sanctions,] or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business.

- the impact of [removed: climate change] [added: climate-related risks] and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes;

Reduced demand for [removed: IPOs] [added: initial public offerings, or IPOs,] as compared to historical levels, [added: an increase in the number of delistings,] or issuers choosing to list on venues other than the NYSE, have [removed: had] [added: had,] and could continue to [removed: have] [added: have,] an adverse effect on our revenues.

In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our [removed: revenues] [added: revenues,] and may [added: continue to] do so in the future.

Although this trend has stalled or partially reversed at times in [removed: 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] it could continue in the future, meaning we could see a further decline in mortgage origination volumes.

Additional factors that could now or in the future adversely impact mortgage lending volumes include [added: persistent or increasing housing affordability concerns,] reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, [added: high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.]

Rising or high interest rates generally reduce mortgage loan production volumes and increase loan foreclosures, which has in the past [removed: impacted] [added: impacted,] and could in the future [removed: impact] [added: impact,] our transaction-based revenues.

[removed: Rapid increases] [added: Increases] in [removed: and high levels of] inflation in recent years have impacted the credit health of [added: some] market [removed: participants, increased the risk of default] [added: participants] and increased the risk of [removed: companies not being able to comply with listing standards.][added: default.]

An inflationary [added: or volatile] environment generally [removed: also] reduces consumer [removed: optimism,] [added: optimism and contributes to affordability challenges,] resulting in lower demand for mortgage loans.

Higher inflation levels [added: and corresponding periods of prolonged high interest rates] could adversely affect our business, including by further increasing the cost of capital, resulting in a slowdown of the growth of [removed: early stage] [added: early-stage] companies, causing companies to stay private [removed: longer.][added: longer and potentially creating compliance risk for companies already in the public markets.]

- concerns over recession, [added: inflated asset prices,] inflation, deflation, [removed: legislative and] [added: legislative,] regulatory [added: and governmental policy] changes, government fiscal and monetary policy, including actions by the Federal Reserve and other foreign monetary units governing bodies, developments related to the U.S. federal debt ceiling, including the possibility of [removed: a] [added: additional] government [removed: shutdown,] [added: shutdowns, risk of] default by the U.S. government on its debt obligations or related credit rating downgrades, and investor and consumer confidence levels.

[removed: Factors] [added: Additional factors] that are particularly likely to affect trading volumes include:

Further, lower market volatility could also result in more [removed: exchanges] [added: exchanges, including decentralized or over-the-counter markets,] competing for trading volumes to maintain their growth.

If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets [added: could be jeopardized.]

Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and [removed: services.”][added: services.]

In the event of a cyberattack or a threat of a cyberattack, our [added: procedures may not be effective in immediately detecting and responding to such threats and, upon doing so, our] security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary [removed: to maintain our business.]

Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K. and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations [added: or individuals] that employ threatening or harassing means to achieve their social or political objectives.

Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted [removed: us] [added: us,] and could in the future negatively impact us.

As of December 31, [removed: 2024,] [added: 2025,] we custody a total of [removed: $84.3] [added: $81.2] billion of clearing members' margin and guaranty funds across all of our clearing houses.

To the extent available, ICE clearing houses use Sovereign Central Banks to [added: custody assets.]

The processes for calculating and setting margins and financial safeguards [removed: is] [added: are] complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances.

We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the [removed: clearing houses that could be used in the event of a default.]

We also have default insurance that resides after and in addition to the ICE Clear [removed: Credit,] [added: Credit (for CDS clearing),] ICE Clear Europe, and ICE Clear U.S. ‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members.

If the value of [removed: securities] [added: collateral] held as margin or guaranty fund contributions by our clearing houses declines or a [removed: sovereign government] [added: collateral] issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses.

As of December 31, [removed: 2024,] [added: 2025,] our clearing houses held [removed: $83.1] [added: $82.6] billion of non-cash margin or guaranty fund contributions in U.S. and other sovereign treasury securities: [removed: $72.0] [added: $72.9] billion of this amount was comprised of U.S. Treasury securities, [removed: $6.5] [added: $5.4] billion of various EU member country Treasury securities, [removed: $2.6] [added: $1.8] billion of U.K. Treasury securities and [removed: $1.9] [added: $2.6] billion of other European, Japanese, Canadian and Tri-Party Treasury securities.

If there is a [removed: collapse] [added: significant decline] in [removed: a specific currency] [added: the value of collateral] relied upon by our clearing houses, our clearing houses could face significant expenses and such an event could cause a credit contraction and major swings in asset [removed: prices and exchange rates.][added: prices.]

To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions; however, market conditions could change more quickly than we [added: expect, and we may be unable to] adjust the amount of the haircuts [removed: and] [added: or] the haircuts could be insufficient in the event of a sudden market event.

If the value of [removed: these securities] [added: collateral] declines significantly, our clearing houses will need to collect additional margin or guaranty fund contributions from their clearing members, which may be difficult for the members to [removed: supply in a time] [added: supply, particularly during times] of financial [removed: stress affected by an actual or threatened default by a sovereign government.][added: stress.]

If a clearing member cannot supply the additional margin or guaranty fund contributions, which may include cash in a currency acceptable to the clearing house, the clearing house [removed: would] [added: could] deem the clearing member in default.

[added: Adverse economic conditions and legal and regulatory changes] similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.

Any failure by one of our exchanges to comply with, and enforce compliance by their members [added: or listed companies] with, exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.

Those factors resulted in a dynamic operating environment and impacted our operations and results.

Moderately higher inflation levels returned in 2025, closely aligned with the imposition of tariffs.

In 2025, many of the new political administrations, such as new governments in the U.S. and U.K., adopted domestic growth agendas and implemented new policies aimed at addressing escalating costs of living.

Continued inflation resulted in central banks across multiple jurisdictions exercising caution in implementing interest rate reductions.

For example, U.S. interest rates were held steady during the first half of the year, with only modest reductions in the second half.

In 2026, if inflation and the cost of living continue to increase, central banks may continue to be hesitant to reduce interest rates, which could continue having an adverse effect on revenues for certain portions of our business.

Inflation increased moderately in 2025 and has remained volatile in recent years.

Central Banks were hesitant to reduce interest rates, resulting in only moderate interest rate reductions.

- global political conditions; and

In addition, in recent years, cyberattacks have become more frequent and increasingly sophisticated as malicious actors seek to deploy artificial intelligence, quantum computing or other emerging technologies in their efforts.

to maintain our business.

In addition, our insurance may be insufficient to cover in full the liabilities or losses that we may incur in the event of a successful cyberattack.

clearing houses that could be used in the event of a default.

We announced on February 3, 2026, that the SEC approved ICE Clear Credit’s application to expand its current registered Covered Clearing Agency designation to add U.S. Treasury clearing.

Although the new Treasury clearing service is operationally live for the clearing of cash transactions and expects to go live for repurchase transactions in the fourth quarter of 2026, there is no assurance that the service will achieve meaningful market adoption and competition within the U.S. Treasury clearing market may limit the commercial success of this offering.

While ICE Clear Credit has established the U.S. Treasury clearing business as a distinct and segregated business line from its existing CDS clearing business, with its own rulebook, membership, risk management framework, financial and liquidity resources, and governance structure, operating both business lines out of the same legal entity poses risks that any financial, operational, or risk management failure within the U.S. Treasury clearing business could adversely affect the CDS clearing business.

We cannot guarantee that the policies, controls, and safeguards implemented to design, launch, and operate this new service will be sufficient to mitigate these risks.

This risk may be additionally exacerbated by an actual or threatened default by a collateral issuer.

In addition, as the industry rapidly evolves to accommodate digital finance, we will need to innovate quickly or risk being placed at a competitive disadvantage, especially if certain providers of digital asset solutions are allowed to operate under different

regulatory standards or requirements.

As of December 31, 2025, we had a total carrying value of $1.6 billion relating to our equity investments, including our investment in Blockratize, Inc., doing business as Polymarket.

In May 2025, we acquired a digital asset custody business now known as ICE Digital Trust, LLC.

Our new initiatives in connection with our digital asset custody business present operational, reputational, and financial risks, including increased risk of a security breach, system failure, or in connection with a decline in demand for digital assets.

More specifically, the failure to safeguard and manage digital asset accounts could adversely impact our business, operating results, and financial condition.

The theft, loss, or destruction of private keys required to access any crypto assets held in custody may be irreversible, and we could be held liable for customer losses.

Our insurance policies may not be adequate to reimburse us for losses caused by security breaches or incidents, and we may lose crypto assets valued in excess of the insurance policy without any recourse.

Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer to offer recourse to us or to any consumer and the misappropriated crypto may not be easily traced to the bad actor.

Additionally, custodial platforms are prime targets for hackers.

A breach of our custody systems could lead to the theft of customer assets and unauthorized transfers, for which the company might be held liable, and traditional insurance may not adequately cover losses related to digital assets.

Further, our ownership of a digital asset custody business may also involve dependencies on decentralized or other third party blockchain services and the protocols, which we do not control and in turn may expose us to new and evolving technological risks.

The digital asset industry is subject to rapidly evolving and uncertain regulations at both the state and federal levels.

Changes in laws or enforcement patterns, such as those related to anti-money laundering (AML) and tax reporting, could impact our ability to operate the business.

Further, recent developments in the digital asset economy have led to increased volatility in digital asset markets, which in turn may increase the potential for loss of confidence in the digital asset ecosystem, or negative publicity surrounding digital assets impacting our reputation.

ICE Digital Trust is a New York limited purpose trust company that is subject to extensive regulation by the NYDFS.

Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may have a material impact on our financial condition.

Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual

our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.

In addition, if the SEC determines that we have failed to properly implement the CAT, we may be unable to recover our prior expenses.

Furthermore, there is a risk that, upon completion of a review by the SEC, there may be changes required to the system or its governance that could increase costs.

The recently enacted GENIUS Act in the U.S. establishes a framework for regulating stablecoins and legislative proposals in the U.S. and EU that, if enacted, will regulate digital assets and could adversely affect our ability to compete if they permit different standards or requirements for certain entities or technologies.

Although inflation generally decreased in 2024 and central banks began modest reductions in interest rates, there remains uncertainty regarding, and volatility in, the inflation rate.

Higher inflation levels could return, however, due to, among other things, potential tax cuts or tariffs, which could reduce the appetite for continued interest rate cuts and even necessitate interest rate increases in 2025, which could have a negative impact on our business.

Changes in monetary policies resulting from contrasting election results in many of the countries in which we operate, such as the U.S., U.K. and EU, could impact our business.

high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.

Although inflation generally moderated in 2024, inflation rates have remained volatile and uncertainty remains regarding whether inflation will increase again in the future.

- global political conditions including political uncertainty and discord as a result of elections in many jurisdictions, including in the U.S. and the U.K.; and

could be jeopardized.

custody assets.

Adverse economic conditions and legal and regulatory changes

In May 2024, the EU adopted the Corporate Sustainability Due Diligence Directive, which will become effective in 2027 and introduce comprehensive due diligence requirements regarding adverse impacts on human rights and the environment in a company’s and its business partners’ operations as well as the requirement to put into effect a climate transition plan.

We have a majority equity ownership interest and a minority voting interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE.

Due to our majority equity ownership interest in Bakkt, we face increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful.

We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns.

Bakkt has continued to disclose that it is monitoring its ability to continue as a going concern in its 2024 SEC filings to date.

On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we have agreed to provide Bakkt with a $40 million secured revolving line of credit that matures on December 31, 2026.

Although there were no amounts outstanding under the revolving credit agreement as of December 21, 2024, if Bakkt borrows on the line of credit and is unable to repay the borrowed amount, we will likely not recover the outstanding amounts.

We do not control or have direct oversight of Bakkt's operations and our investment in Bakkt entails numerous risks, including risks relating to our minority voting interest in Bakkt and risks relating to Bakkt’s ability to:

- manage the complexity of its business model to stay current with the industry;

- comply with existing or new laws, regulations or orders of any governmental authority related to the use of digital assets, which are currently under additional regulatory scrutiny following recent negative events in the cryptocurrency industry;

- obtain and maintain required licenses and regulatory approvals for its business;

- successfully enter categories and markets in which it may have limited or no prior experience;

- apply distributed ledger technology to a global ecosystem for digital assets;

- successfully develop and integrate products, systems or personnel into its business operations;

- maintain a risk management and compliance framework designed to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams and comply with anti-money laundering, counter-terrorist financing laws and regulations and anti-corruption laws globally; and

- maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.

As digital assets and blockchain technologies evolve, Bakkt has added, modified or discontinued certain aspects of its business model relating to the product mix and service offerings and may do so in the future.

Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions.

We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to Bakkt’s business.

In addition, volatility in digital asset markets and bankruptcies relating to digital asset companies has in the past reduced and could in the future, among other things, reduce confidence in digital assets and blockchain technologies.

These events are continuing to develop, and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.

From an operational perspective, the

In 2018, the first phase of implementation went live and required SRO participants to begin reporting to the CAT.

In 2024, the final phase went live.

The SEC approved a funding model that shares the cost of the CAT between SROs and broker-dealers in September 2023, however, that approval has been challenged in the United States Court of Appeals for the Eleventh Circuit, and another open litigation matter challenges the CAT as it currently exists.

If either challenge is successful, there is a risk that SROs will not be partially or fully reimbursed.

regulation and may require authorization and supervision by the relevant regulator, which could result in additional operating costs.

In February 2022, the European Commission extended its temporary equivalence decision for U.K. CCPs until June 30, 2025.

ICE Clear Europe has been recognized by ESMA as a third-country CCP in accordance with EMIR and in March 2022, ESMA extended ICE Clear Europe's temporary recognition and tiering decision to June 2025.

In January 2025, the European Union proposed to extend the equivalence decision for UK CCPs until June 30, 2028.

or risks to our reputation, and could have an adverse impact on our business, financial condition and operating results.

[removed: Assessments of losses] are inherently subjective and involve unpredictable factors.

It is [removed: possible, however,] [added: possible] that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations.

Assessments of losses

We do not believe that the resolution of these legal matters, including the matters described in this Annual Report, will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates 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: $78.0] [added: $104.4] billion.

As of February [removed: 3, 2025,] [added: 2, 2026,] the number of shares of the registrant’s Common Stock outstanding was [removed: 574,564,858] [added: 567,896,513] shares.

Certain information contained in the registrant’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K.

| 1(A). | | | [Risk [removed: Factors](#i559c7eeb463743abbdcdb91cd003e490_37)] [added: Factors](#i4874914a442042f89115c91f812cda94_34)] | | | [removed: [18](#i559c7eeb463743abbdcdb91cd003e490_37)] [added: [19](#i4874914a442042f89115c91f812cda94_34)] | | |

| 1(B). | | | [Unresolved Staff [removed: Comments](#i559c7eeb463743abbdcdb91cd003e490_40)] [added: Comments](#i4874914a442042f89115c91f812cda94_37)] | | | [removed: [39](#i559c7eeb463743abbdcdb91cd003e490_40)] [added: [41](#i4874914a442042f89115c91f812cda94_37)] | | |

| 3. | | | [Legal [removed: Proceedings](#i559c7eeb463743abbdcdb91cd003e490_49)] [added: Proceedings](#i4874914a442042f89115c91f812cda94_46)] | | | [removed: [42](#i559c7eeb463743abbdcdb91cd003e490_49)] [added: [42](#i4874914a442042f89115c91f812cda94_46)] | | |

| 4. | | | [Mine Safety [removed: Disclosure](#i559c7eeb463743abbdcdb91cd003e490_52)] [added: Disclosure](#i4874914a442042f89115c91f812cda94_49)] | | | [removed: [42](#i559c7eeb463743abbdcdb91cd003e490_52)] [added: [43](#i4874914a442042f89115c91f812cda94_49)] | | |

| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i559c7eeb463743abbdcdb91cd003e490_58)] [added: Securities](#i4874914a442042f89115c91f812cda94_55)] | | | [removed: [43](#i559c7eeb463743abbdcdb91cd003e490_58)] [added: [44](#i4874914a442042f89115c91f812cda94_55)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i559c7eeb463743abbdcdb91cd003e490_64)] [added: Operations](#i4874914a442042f89115c91f812cda94_61)] | | | [removed: [44](#i559c7eeb463743abbdcdb91cd003e490_64)] [added: [46](#i4874914a442042f89115c91f812cda94_61)] | | |

| 7(A). | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i559c7eeb463743abbdcdb91cd003e490_121)] [added: Risk](#i4874914a442042f89115c91f812cda94_112)] | | | [removed: [78](#i559c7eeb463743abbdcdb91cd003e490_121)] [added: [80](#i4874914a442042f89115c91f812cda94_112)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i559c7eeb463743abbdcdb91cd003e490_127)] [added: Data](#i4874914a442042f89115c91f812cda94_115)] | | | [removed: [82](#i559c7eeb463743abbdcdb91cd003e490_127)] [added: [85](#i4874914a442042f89115c91f812cda94_115)] | | |

| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i559c7eeb463743abbdcdb91cd003e490_241)] [added: Disclosure](#i4874914a442042f89115c91f812cda94_211)] | | | [removed: [145](#i559c7eeb463743abbdcdb91cd003e490_241)] [added: [146](#i4874914a442042f89115c91f812cda94_211)] | | |

| 9(C). | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i559c7eeb463743abbdcdb91cd003e490_253)] [added: Inspections](#i4874914a442042f89115c91f812cda94_223)] | | | [removed: [146](#i559c7eeb463743abbdcdb91cd003e490_253)] [added: [147](#i4874914a442042f89115c91f812cda94_223)] | | |

| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i559c7eeb463743abbdcdb91cd003e490_259)] [added: Governance](#i4874914a442042f89115c91f812cda94_229)] | | | [removed: [146](#i559c7eeb463743abbdcdb91cd003e490_259)] [added: [147](#i4874914a442042f89115c91f812cda94_229)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i559c7eeb463743abbdcdb91cd003e490_265)] [added: Matters](#i4874914a442042f89115c91f812cda94_235)] | | | [removed: [149](#i559c7eeb463743abbdcdb91cd003e490_265)] [added: [150](#i4874914a442042f89115c91f812cda94_235)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i559c7eeb463743abbdcdb91cd003e490_268)] [added: Independence](#i4874914a442042f89115c91f812cda94_238)] | | | [removed: [149](#i559c7eeb463743abbdcdb91cd003e490_268)] [added: [150](#i4874914a442042f89115c91f812cda94_238)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#i559c7eeb463743abbdcdb91cd003e490_271)] [added: Services](#i4874914a442042f89115c91f812cda94_241)] | | | [removed: [149](#i559c7eeb463743abbdcdb91cd003e490_271)] [added: [150](#i4874914a442042f89115c91f812cda94_241)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i559c7eeb463743abbdcdb91cd003e490_277)] [added: Schedules](#i4874914a442042f89115c91f812cda94_247)] | | | [removed: [149](#i559c7eeb463743abbdcdb91cd003e490_277)] [added: [150](#i4874914a442042f89115c91f812cda94_247)] | | |

We also include references to third-party trademarks, [added: such as FTSE® and MSCI®,] trade names and service marks in this Annual Report.

- conditions in global financial markets and domestic and international economic and social conditions, including inflation, [added: changes to international trade policies and tariffs,] risk of recession, political uncertainty and discord, [added: prolonged United States, or U.S., government shutdowns,] geopolitical events [removed: or] [added: and] conflicts (including the conflicts in Ukraine and the Middle [removed: East), international trade policies] [added: East] and [added: the events in Venezuela) and] sanctions laws;

- the global impact of the introduction of, or any changes [removed: to] [added: to,] laws, regulations, [removed: rules or] [added: rules,] government policies [added: or tax or accounting requirements] with respect to, among other things, financial markets and [removed: climate change,] [added: climate-related risks,] as well as increased regulatory scrutiny or enforcement actions;

- the impact of [removed: climate change] [added: climate-related risks] and the impact of, and uncertainty related to, the transition to renewable energy, including regulatory and legislative changes;

- the business environment in which we operate and trends in our industries, including trading volumes, prevalence of clearing, demand for data services, mortgage lending and servicing activity, mortgage delinquencies, fees, changing regulations, competition [added: (including from entrants or non-traditional competitors)] and consolidation;

- the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans, including in the event of [removed: cyberattacks and cyberterrorism;][added: cyberattacks, cyberterrorism or other disruptions;]

- our ability to [removed: execute our growth strategy, identify and] effectively pursue, implement and [removed: integrate acquisitions, including that of Black Knight, and strategic alliances and] realize the [added: anticipated cost savings, growth opportunities and] synergies and [added: other] benefits [removed: of such transactions] [added: from our past or future acquisitions and strategic investments] within the expected time frame;

][added: Graphic.jpg](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice-20251231_g1.jpg)]

[removed: ][added: ]

The majority of our identifiable assets are located in the U.S. and the [added: United Kingdom, or] U.K. For a summary of our revenues, net assets and net property and equipment by geographic region, see Note 19 to our consolidated financial statements included in this Annual Report.

[added: - Broad Distribution:] We operate multiple trading venues, including 13 regulated [removed: exchanges and 6] [added: exchanges, as well as six] clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., [removed: European Union, or] EU, Canada, Asia Pacific and the Middle East.

Our Exchanges segment generated revenues, less transaction-based expenses of [removed: $5.0] [added: $5.4] billion and accounted for [removed: 53%] [added: 55%] of our consolidated revenues, less transaction-based expenses in [removed: 2024.][added: 2025.]

participants are turning to our global environmental markets to help navigate and manage [removed: risk related to climate change,] [added: climate-related risks,] the energy transition and the move to net zero emissions.

- Agricultural & Metals Futures and Options: We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and [removed: sugar.][added: sugar, and operate precious metals markets.]

Key products include: Euribor, Gilts, [added: and] Sterling Overnight Index Average, or SONIA, [removed: and Secured Overnight Financing Rates, or SOFR,] among others.

Our securities exchanges are leading providers of transparent, efficient, and [removed: high quality] [added: high-quality] markets for the securities issued by large and small companies, ETFs and equity options.

With [removed: over] [added: approximately] 70% of S&P 500 companies listed on the NYSE as of December 31, [removed: 2024,] [added: 2025,] we are a leading listing venue across a range of sectors from technology and healthcare, to financials and energy.

In addition to corporate listings, the NYSE is a global leader in ETF listings with 75%, or roughly [removed: $7.8] [added: $10.1] trillion, of ETF assets under management, or AUM, as of December 31, [removed: 2024.][added: 2025.]

We operate [removed: 6] [added: six] clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer.

In addition, we have contributed [removed: $370] [added: $381] million of our own cash to the guaranty [removed: funds] [added: funds,] which is one component of the table below, and such amounts are at risk and could be used in the event of a clearing member default.

The default insurance was renewed in September [removed: 2022] [added: 2025] and has a three-year term for the following clearing houses in the following amounts: ICE Clear Europe - $100 million; ICE Clear U.S. - $25 million; and ICE Clear Credit - $75 million.

| NYSE Texas | | | | | | | | |

For the Fiscal Year Ended December 31, 2025

| 1. | | | [Business](#i4874914a442042f89115c91f812cda94_19) | | | [4](#i4874914a442042f89115c91f812cda94_19) | | |

| 1(C). | | | [Cybersecurity](#i4874914a442042f89115c91f812cda94_40) | | | [41](#i4874914a442042f89115c91f812cda94_40) | | |

| 2. | | | [Properties](#i4874914a442042f89115c91f812cda94_43) | | | [42](#i4874914a442042f89115c91f812cda94_43) | | |

| 6. | | | \[[Reserved](#i4874914a442042f89115c91f812cda94_58)\] | | | [46](#i4874914a442042f89115c91f812cda94_58) | | |

| 9(A). | | | [Controls and Procedures](#i4874914a442042f89115c91f812cda94_214) | | | [146](#i4874914a442042f89115c91f812cda94_214) | | |

| 9(B). | | | [Other Information](#i4874914a442042f89115c91f812cda94_217) | | | [146](#i4874914a442042f89115c91f812cda94_217) | | |

| 11. | | | [Executive Compensation](#i4874914a442042f89115c91f812cda94_232) | | | [150](#i4874914a442042f89115c91f812cda94_232) | | |

| 16. | | | [Form 10-K Summary](#i4874914a442042f89115c91f812cda94_250) | | | [151](#i4874914a442042f89115c91f812cda94_250) | | |

| [INDEX TO EXHIBITS](#i4874914a442042f89115c91f812cda94_253) | | | | | | [151](#i4874914a442042f89115c91f812cda94_253) | | |

| [SIGNATURES](#i4874914a442042f89115c91f812cda94_256) | | | | | | [159](#i4874914a442042f89115c91f812cda94_256) | | |

- global political conditions;

- our ability to declare and pay dividends and repurchase shares of our common stock;

As an equal opportunity employer, all qualified applicants receive consideration without regard to protected characteristics.

Leveraging artificial intelligence has been a natural extension of our growth strategy given that technology and innovation have been foundational to ICE since our inception.

We are leveraging artificial intelligence to further our efforts to enable automation for our customers by building tools that drive efficiency and deliver enhanced analytical insights.

In addition to growing our business,

ICE Futures Europe is also authorized and regulated by the Financial Conduct Authority, or FCA, for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K. Benchmarks Regulation, or U.K. BMR.

ICE Clear Netherlands is also recognized by BOE as a third-country CCP.

- Our Netherlands-based investment firm, ICE Securities Netherlands B.V., operates an order messaging system for the creation and redemption of exchange traded products, or ETPs, in the primary market and is regulated by the AFM and DNB.

ICE Securities Netherlands also holds an Australian Market License permitting it to provide its order messaging system for ETPs into Australia.

Regulation of our Custody Business

We have a digital asset custody business operated by our subsidiary, ICE Digital Trust, a New York State chartered Limited Purpose Trust Company under the supervision of the New York State Department of Financial Services, or NYDFS, which provides custody services for digital assets, including Bitcoin, Ethereum and USD Coin.

ICE Digital Trust is subject to regulation under New York State banking laws, including NYDFS Virtual Currency Regulation, NYDFS Cybersecurity Regulation, NYDFS Anti-Money Laundering rules, and the Banking Division Transaction Monitoring and Filtering Program.

ICE Data Indices is recognized as a third-country benchmark administrator by the FCA under the U.K. BMR and has applied to ESMA for recognition as a third-country benchmark administrator under the EU Benchmarks Regulation, or EU BMR.

In addition,

IBA has also applied to ESMA for recognition as a third-country benchmark administrator under EU BMR.

However, the final timing and contents of the revised proposal remain uncertain.

- EMIR 3.0. In October 2025, the EU Commission adopted a Delegated Act for the Active Account Requirement, or AAR, under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0.

The AAR mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty and clear a certain number of trades in an EU account.

In 2025, ICE Clear Netherlands was authorized to clear euro-denominated short-term interest rate derivatives traded at ICE Futures Europe and thus allows market participants in scope for the AAR to satisfy their obligations.

Nevertheless, the Active Account Requirement could result in a reduced volume of trading and clearing of euro-denominated short-term interest rate derivatives at ICE Futures Europe and ICE Clear Europe.

In June 2025, the EU Commission established a Gas Market Task Force to review EU natural gas markets and issue recommendations including potential legislative or regulatory changes.

Subsequently, in March 2025, ESMA

extended the tiering determination and recognition decisions for ICE Clear Europe until June 30, 2028, which allows continued access for EU firms to clear trades at ICE Clear Europe.

In October 2025, the U.K. government published updated draft legislation that would bring ESG data providers under regulation starting in June 2028.

In December 2025, the FCA issued a consultation on establishing a framework for issuing ESG ratings and, under this proposal, any company providing certain ESG ratings would be required to register with the FCA beginning in January 2028.

The compliance date for these rules is November 2026.

- EU Market Infrastructure Reform. In December 2025, the European Commission published a proposal to centralize supervision of certain financial entities under ESMA.

| 1. | | | [Business](#i559c7eeb463743abbdcdb91cd003e490_19) | | | [4](#i559c7eeb463743abbdcdb91cd003e490_19) | | |

| 1(C). | | | [Cybersecurity](#i559c7eeb463743abbdcdb91cd003e490_43) | | | [40](#i559c7eeb463743abbdcdb91cd003e490_43) | | |

| 2. | | | [Properties](#i559c7eeb463743abbdcdb91cd003e490_46) | | | [41](#i559c7eeb463743abbdcdb91cd003e490_46) | | |

| 6. | | | \[[Reserved](#i559c7eeb463743abbdcdb91cd003e490_61)\] | | | [44](#i559c7eeb463743abbdcdb91cd003e490_61) | | |

| 9(A). | | | [Controls and Procedures](#i559c7eeb463743abbdcdb91cd003e490_244) | | | [145](#i559c7eeb463743abbdcdb91cd003e490_244) | | |

| 9(B). | | | [Other Information](#i559c7eeb463743abbdcdb91cd003e490_247) | | | [145](#i559c7eeb463743abbdcdb91cd003e490_247) | | |

| 11. | | | [Executive Compensation](#i559c7eeb463743abbdcdb91cd003e490_262) | | | [148](#i559c7eeb463743abbdcdb91cd003e490_262) | | |

| 16. | | | [Form 10-K Summary](#i559c7eeb463743abbdcdb91cd003e490_280) | | | [150](#i559c7eeb463743abbdcdb91cd003e490_280) | | |

| [INDEX TO EXHIBITS](#i559c7eeb463743abbdcdb91cd003e490_283) | | | | | | [150](#i559c7eeb463743abbdcdb91cd003e490_283) | | |

| [SIGNATURES](#i559c7eeb463743abbdcdb91cd003e490_286) | | | | | | [157](#i559c7eeb463743abbdcdb91cd003e490_286) | | |

- global political conditions including the presidential election results in the United States, or U.S., and general election results in many jurisdictions in the U.S. and United Kingdom, or U.K.;

- our ability to realize the expected benefits of our acquisitions and our investments, including our acquisition of Black Knight, Inc., or Black Knight;

and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.

As an equal opportunity employer, all qualified applicants receive consideration without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability or veteran status, or other protected status.

To promote our business objectives, we are focused on supporting inclusion and belonging across our broader employee population and the representation of diverse experiences and perspectives on our Board of Directors.

In our

Under the new administration, it is possible that the Basel III Endgame and G-SIB surcharge could be revised beyond the changes suggested by Michael Barr.

- EMIR 3.0. Under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, EU counterparties will need to establish accounts and clear a minimum number of trades (referred to as the active account requirement) in euro-denominated short-term interest rate products with an EU-based clearing house which will affect ICE Euribor and €STR contracts.

The U.K. government has also published draft legislation proposing to regulate ESG data providers.

These rules have been challenged in court and the SEC has stayed implementation of these rules pending judicial review.

The SEC also adopted rules requiring all exchange fees charged and rebates paid for execution of an order to be determinable at the time of execution and accelerating the date by which market participants must make information available for smaller-sized orders, which will take effect in November 2025.

market, or exported from it.

- EU DORA Regulation. The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector.

DORA establishes technical standards that EU financial entities must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight.

ICE Endex and ICE Clear Netherlands are EU financial entities and, thus, directly subject to DORA requirements.

In addition, EU financial entities using ICT services provided by ICE may be required to impose certain obligations on ICE entities.

In January 2025, the European Commission provided guidance clarifying that financial services provided by a regulated entity (including those regulated outside the EU) should not be considered ICT services under DORA.

In total, we maintain approximately [removed: 3.4] [added: 4.0] million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.

The headquarters of our ICE Mortgage Technology segment is located in Jacksonville, Florida.

| 4800 - 4804 Deer Lake Drive Jacksonville, FL | | | | | | Owned | | | | | | N/A | | | | | | 577,000 sq. ft. | | |

We maintain a global portfolio of approximately 250,000 square feet of leased and owned production, non-production and disaster recovery facilities.

Our intellectual property is described under the heading in Item 1 “- Business -Technology” and "-Business-Intellectual Property." In addition to our intellectual property, our other primary assets include buildings, computer equipment, corporate aircraft, software, and internally developed software.

We own an array of computers and related equipment.

We currently occupy 370,000 square feet of office space in Atlanta in two buildings that we own that serve as our Atlanta headquarters.

Our New York headquarters are located at 11 Wall Street, where we occupy 370,000 square feet of office space in a building we own.

| Basildon, U.K. | | | | | | Owned | | | | | | N/A | | | | | | 539,000 sq. ft. | | |

| 601 Riverside Avenue Jacksonville, FL | | | | | | Owned | | | | | | N/A | | | | | | 327,000 sq. ft. | | |

| Skyview Tower Hyderabad, India | | | | | | Leased | | | | | | 2025 - 2029 | | | | | | 442,000 sq. ft. | | |

| Mahwah, New Jersey | | | | | | Leased | | | | | | 2029 | | | | | | 396,000 sq. ft. | | |

| 1345 6th Avenue New York, New York | | | | | | Leased | | | | | | 2040 | | | | | | 143,000 sq. ft. | | |

| Sancroft Paternoster Square London, U.K. | | | | | | Leased | | | | | | 2038 | | | | | | 127,000 sq. ft. | | |

In addition to the above, we currently lease an aggregate of nearly 680,000 square feet of data center, administrative, sales and disaster preparedness facilities in various cities around the word.

As of February [removed: 3, 2025,] [added: 2, 2026,] there were approximately [removed: 647] [added: 626] holders of record of our common stock.

The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders(1) | | | [removed: 6,853] [added: 6,744] | | | | | | $ | [removed: 93.90] [added: 99.59] | | | | | [removed: 36,202] [added: 34,883] | | |

[added: Of the 6.7 million securities to be issued upon exercise, 1.8 million are options with a] weighted average exercise price of [removed: $93.90] [added: $99.59] and the remaining securities are restricted stock shares that do not have an exercise price.

In December [removed: 2021,] [added: 2025,] our Board approved an aggregate of [removed: $3.15] [added: $3.0] billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, [removed: 2022.][added: 2026.]

Refer to Note 12 to our consolidated financial statements, included in this Annual Report, for additional details on our stock repurchase plans and our repurchase activity during [removed: 2024.][added: 2025.]

| Total | | | 6,749 | | | | | | $ | 99.59 | | | | | 34,883 | | |

The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock.

In addition, our Board may increase or decrease the amount available for repurchases from time to time.

We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our commercial paper program or our debt facilities.

In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.

The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the year ended December 31, 2025, reported on a settlement date basis.

| | | | | | | | | | | | | | | | | | |

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

| Period (2025) | | | Total number of shares purchased (in thousands) | | | Average price paid per share (1) | | | Amount of repurchases (1) (in millions) | | | Total number of shares purchased as part of publicly announced plans or programs (in thousands) | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (2) (in millions) | | |

| January 1 - January 31 | | | — | | | $— | | | $— | | | — | | | $2,518 | | |

| February 1 - February 28 | | | 324 | | | 170.45 | | | 55 | | | 324 | | | 2,463 | | |

| March 1 - March 31 | | | 1,077 | | | 172.53 | | | 186 | | | 1,077 | | | 2,277 | | |

| First quarter total | | | 1,401 | | | $172.05 | | | $241 | | | 1,401 | | | $2,277 | | |

| April 1 - April 30 | | | 558 | | | $161.34 | | | $90 | | | 558 | | | $2,187 | | |

| May 1 - May 31 | | | 476 | | | 175.00 | | | 83 | | | 476 | | | 2,104 | | |

| June 1 - June 30 | | | 456 | | | 179.08 | | | 82 | | | 456 | | | 2,022 | | |

| Second quarter total | | | 1,490 | | | $171.13 | | | $255 | | | 1,490 | | | $2,022 | | |

| July 1 - July 31 | | | 731 | | | $181.98 | | | $133 | | | 731 | | | $1,889 | | |

| August 1 - August 31 | | | 743 | | | 182.32 | | | 136 | | | 743 | | | 1,753 | | |

| September 1 - September 30 | | | 751 | | | 171.96 | | | 129 | | | 751 | | | 1,624 | | |

| Third quarter total | | | 2,225 | | | $178.71 | | | $398 | | | 2,225 | | | $1,624 | | |

| October 1 - October 31 | | | 913 | | | $158.03 | | | $144 | | | 913 | | | $1,480 | | |

| November 1 - November 30 | | | 745 | | | 150.85 | | | 113 | | | 745 | | | 1,367 | | |

| December 1 - December 31 | | | 892 | | | 160.21 | | | 143 | | | 892 | | | 1,224 | | |

| Fourth quarter total | | | 2,550 | | | $156.70 | | | $400 | | | 2,550 | | | $1,224 | | |

| 2025 Total | | | 7,666 | | | $168.70 | | | $1,294 | | | 7,666 | | | $1,224 | | |

| (1) Includes commissions and excludes the 1% excise tax on share repurchases. | | | | | | | | | | | | | | | | | |

| (2) Approximate dollar value that may yet be purchased is based on the principal amount of shares repurchased and excludes commissions and the 1% excise tax on share repurchases, pursuant to the share repurchase program that was in effect as of December 31, 2025. In December 2025, our Board approved a new share repurchase program, which authorized an aggregate of $3.0 billion for future repurchases effective January 1, 2026, which will replace the amount remaining in the chart above under the prior share repurchase program. | | | | | | | | | | | | | | | | | |

| Total | | | 6,858 | | | | | | $ | 93.90 | | | | | 36,202 | | |

Of the 6.9 million securities to be issued upon exercise, 2.2 million are options with a

With respect to purchases made by or on behalf of ICE or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), in December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022 and that governed some of our repurchases of shares of our common stock.

In connection with our acquisition of Black Knight, on May 4, 2022 we terminated our Rule 10b5-1 trading plan and suspended share repurchases.

We did not have any stock repurchases during 2024.

| [Report of Management on Internal Control over Financial [removed: Reporting](#i559c7eeb463743abbdcdb91cd003e490_130)] [added: Reporting](#i4874914a442042f89115c91f812cda94_118)] | | | [removed: [83](#i559c7eeb463743abbdcdb91cd003e490_130)] [added: [86](#i4874914a442042f89115c91f812cda94_118)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i559c7eeb463743abbdcdb91cd003e490_136)] [added: Reporting](#i4874914a442042f89115c91f812cda94_124)] | | | [removed: [84](#i559c7eeb463743abbdcdb91cd003e490_133)] [added: [87](#i4874914a442042f89115c91f812cda94_121)] | | |

| [Report of Independent Registered Public Accounting Firm on the Financial [removed: Statements](#i559c7eeb463743abbdcdb91cd003e490_136)] [added: Statements](#i4874914a442042f89115c91f812cda94_124)] (PCAOB ID: 42) | | | [removed: [85](#i559c7eeb463743abbdcdb91cd003e490_136)] [added: [88](#i4874914a442042f89115c91f812cda94_124)] | | |

| [Consolidated Balance [removed: Sheets](#i559c7eeb463743abbdcdb91cd003e490_139)] [added: Sheets](#i4874914a442042f89115c91f812cda94_127)] | | | [removed: [87](#i559c7eeb463743abbdcdb91cd003e490_139)] [added: [90](#i4874914a442042f89115c91f812cda94_127)] | | |

| [Consolidated Statements of [removed: Income](#i559c7eeb463743abbdcdb91cd003e490_142)] [added: Income](#i4874914a442042f89115c91f812cda94_130)] | | | [removed: [88](#i559c7eeb463743abbdcdb91cd003e490_142)] [added: [91](#i4874914a442042f89115c91f812cda94_130)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i559c7eeb463743abbdcdb91cd003e490_145)] [added: Income](#i4874914a442042f89115c91f812cda94_133)] | | | [removed: [89](#i559c7eeb463743abbdcdb91cd003e490_145)] [added: [92](#i4874914a442042f89115c91f812cda94_133)] | | |

| [Consolidated Statements of Changes in Equity and Redeemable Non-Controlling [removed: Interest](#i559c7eeb463743abbdcdb91cd003e490_148)] [added: Interest](#i4874914a442042f89115c91f812cda94_136)] | | | [removed: [90](#i559c7eeb463743abbdcdb91cd003e490_148)] [added: [93](#i4874914a442042f89115c91f812cda94_136)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i559c7eeb463743abbdcdb91cd003e490_151)] [added: Flows](#i4874914a442042f89115c91f812cda94_139)] | | | [removed: [91](#i559c7eeb463743abbdcdb91cd003e490_151)] [added: [94](#i4874914a442042f89115c91f812cda94_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i559c7eeb463743abbdcdb91cd003e490_157)] [added: Statements](#i4874914a442042f89115c91f812cda94_142)] | | | [removed: [93](#i559c7eeb463743abbdcdb91cd003e490_157)] [added: [96](#i4874914a442042f89115c91f812cda94_142)] | | |

The [added: consolidated] financial statements were prepared in conformity with [added: United States] generally accepted accounting principles [removed: appropriate in the circumstances and, accordingly,] [added: and] include certain amounts based on our best judgments and estimates.

Our management is responsible for establishing and maintaining adequate internal control over financial [removed: reporting as such term is defined in Rule 13a-15(f) and 15d-a5(f) under the Securities Exchange Act of 1934 (“Exchange Act”).][added: reporting.]

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and [removed: even when determined to be effective,] can only provide reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited Intercontinental Exchange, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Intercontinental Exchange, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We [removed: also] have [added: also] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes, and our report dated February [removed: 6, 2025] [added: 5, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Intercontinental Exchange, Inc. and Subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 6, 2025] [added: 5, 2026] expressed an unqualified opinion thereon.

As of December 31, [added: 2025 and] 2024, the [removed: total amount] [added: balance] of unrecognized tax benefits [removed: was $274 million, of] which [removed: $228 million,] [added: would,] if recognized, [removed: would impact the Company's] [added: affect our] effective tax [removed: rate.][added: rate was $171 million and $228 million, respectively.]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 837 | | | | | $ |] 844 | | | | | $ | 899 | |

| Short-term restricted cash and cash equivalents | | | [added: 748 | | | | | |] 1,142 | | | | | | 531 | | |

| Short-term restricted investments | | | [removed: 594] [added: 629] | | | | | | [removed: 680] [added: 594] | | |

| Cash and cash equivalent margin deposits and guaranty funds | | | [added: 76,789 | | | | | |] 82,149 | | | | | | 78,980 | | |

| Invested deposits, delivery contracts receivable and unsettled variation margin | | | [removed: 2,163] [added: 4,437] | | | | | | [removed: 1,814] [added: 2,163] | | |

| Customer accounts receivable, net of allowance for doubtful accounts of $21 at [added: both] December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: 1,490] [added: 1,552] | | | | | | [removed: 1,366] [added: 1,490] | | |

| Prepaid expenses and other current assets | | | [removed: 713] [added: 786] | | | | | | [removed: 703] [added: 713] | | |

| Total current assets | | | [removed: 89,095] [added: 85,778] | | | | | | [removed: 84,973] [added: 89,095] | | |

| Property and equipment, net | | | [removed: 2,153] [added: 2,691] | | | | | | [removed: 1,923] [added: 2,153] | | |

| Goodwill | | | [removed: 30,595] [added: 30,646] | | | | | | [removed: 30,553] [added: 30,595] | | |

| Other intangible assets, net | | | [removed: 16,306] [added: 15,353] | | | | | | [removed: 17,317] [added: 16,306] | | |

| Long-term restricted cash and cash equivalents | | | [added: 240 | | | | | |] 368 | | | | | | 340 | | |

| Other non-current assets | | | [removed: 911] [added: $] | [added: 69] | | | | | [removed: 978] [added: $] | [added: 55] | |

| Total other non-current assets | | | [removed: 48,180] [added: 48,418] | | | | | | [removed: 49,188] [added: 48,180] | | |

| Total assets | | | $ | [removed: 139,428] [added: 136,887] | | | | | $ | [removed: 136,084] [added: 139,428] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 1,051] [added: 1,078] | | | | | $ | [removed: 1,003] [added: 1,051] | |

| Section 31 fees payable | | | [removed: 316] [added: —] | | | | | | [removed: 79] [added: 316] | | |

| Accrued salaries and benefits | | | [removed: 438] [added: 455] | | | | | | [removed: 459] [added: 438] | | |

| *Description of the Matter* | | | As discussed in Note 13 to the consolidated financial statements, the Company operates globally and files income tax returns in the U.S. and in various state, local and foreign jurisdictions. Uncertainty in a tax position may arise because tax laws and rulings are subject to interpretation in each jurisdiction. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As of December 31, 2025, the total amount of unrecognized tax benefits was $206 million, of which $171 million, if recognized, would impact the Company's effective tax rate. Auditing management's analysis of the Company's uncertain tax positions and the related unrecognized tax benefits was challenging as the analysis involved significant judgment due to the complex interpretations and application of tax laws and rulings. | | |

| *How We Addressed the* *Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions. For example, we tested controls relating to the completeness of management's identification of uncertain tax positions and the application of the recognition and measurement principles, including management's review of the inputs and calculations of unrecognized tax benefits. Our audit procedures included, among others, testing management's assessment of which uncertain tax positions are more likely than not to be sustained and the measurement of the amount of tax benefit that is more likely than not to be realized. To test management's assessment, we performed procedures that included, among others, evaluating management's analysis by jurisdiction, including any communications with taxing authorities, tax controversy and litigation trends, and the technical merits of the uncertain tax positions. We involved our tax professionals with specialized skills and knowledge to evaluate the recognition of the uncertain tax positions and the measurement of the unrecognized tax benefit based on the relevant tax laws, rulings and guidance issued by taxing authorities, as well as their experience with the taxing authorities. We also evaluated the adequacy of the Company’s disclosures included in Note 13 in relation to these tax matters. | | |

| Shares withheld for taxes on employee equity awards | | | — | | | | | | — | | | | | | (1) | | | | | | (79) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (79) | | | | | | — | | |

| Shares withheld for taxes on employee equity awards | | | — | | | | | | — | | | | | | (1) | | | | | | (81) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (81) | | | | | | — | | |

| Shares withheld for taxes on employee equity awards | | | — | | | | | | — | | | | | | (1) | | | | | | (103) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (103) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Contribution from equity partners | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11 | | | | | | 11 | | | | | | — | | |

| Balance, as of December 31, 2025 | | | 653 | | | | | | $ | 7 | | | | | (86) | | | | | | $ | (7,792) | | | | | $ | 16,643 | | | | | $ | 20,281 | | | | | $ | (224) | | | | | $ | 54 | | | | | $ | 28,969 | | | | | $ | 22 | |

| Net income | | | $ | 3,370 | | | | | $ | 2,802 | | | | | $ | 2,438 | |

| Depreciation and amortization | | | 1,560 | | | | | | 1,537 | | | | | | 1,215 | | |

| Leases: | | | | | | | | | | | | | | | | | |

| Lease liabilities arising from obtaining right-of-use assets | | | $ | 334 | | | | | $ | 88 | | | | | $ | 115 | |

1.

2.

We evaluate the short-term or long-term classification based on the nature of the restriction.

We operate six clearing houses (see Note 14).

Of the six clearing houses, five require clearing members to contribute to a guaranty fund which mutualizes the risk of default among all clearing members.

ICE NGX operates a non-mutualized, direct clearing operation.

*Mutualized Clearing Houses*

Each clearing house sets rules on the type of collateral clearing members can deposit to satisfy margin requirements.

Coinciding with our cash and cash equivalent policy described above, cash deposits that qualify as cash and cash equivalents are recorded as current assets in "Cash and cash equivalent margin deposits and guaranty funds" with an equal offset in current liabilities in "Margin deposits and guaranty funds" within our consolidated balance sheets.

Clearing member cash deposits which we secure via direct investments that do not qualify as cash equivalents are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.

Clearing member non-cash collateral can be in the form of government obligations or European emission allowance certificates.

*ICE NGX*

As a non-mutualized clearing house, ICE NGX is the primary obligor that would bear the ultimate risk of counterparty default.

For the majority of the contracts cleared at ICE NGX, variation margin is not settled daily; instead, it is accrued to each contracting party's account.

Therefore, the fair value of open contracts, or unsettled variation margin, and the contract value of delivered but unpaid contracts, or delivery contracts receivable, are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.

ICE NGX requires its contracting parties to maintain cash or letters of credit to serve as collateral in the event of default.

The cash is maintained in a segregated bank account for the benefit of the contracting party separate from ICE NGX funds.

Since ICE NGX can only use the cash or draw from the letters of credit in the event of a default, these balances are not included in our consolidated balance sheets.

We periodically secure cash set aside to meet regulatory capital requirements, or our clearing houses' contribution to the guaranty fund, by purchasing debt securities, which may include U.S. Treasury securities or other high-quality sovereign debt.

The carrying value of our held‑to‑maturity debt securities approximates fair value due to the short-term period remaining until their maturities.

Upon initial investment in an equity security in which we do not have a controlling financial interest, we determine if we have the ability to exercise significant influence over the entity.

If we have the ability to exercise significant influence, we account for the investment using the equity method of accounting.

We also record our share of the investee's other comprehensive income or loss as increases or decreases to the carrying value of the investment with a corresponding adjustment in other comprehensive income or loss.

For equity investments without readily determinable fair values, we apply the measurement alternative in Accounting Standards Codification, or ASC, 321, *Investments - Equity Securities,* or ASC 321.

We estimate the fair value of certain of our equity investments without readily determinable fair values using the net asset value per share, or NAV, practical expedient and record any changes in NAV in net income.

Property and Equipment, Net

*Computer and Network Equipment, Land, Buildings and Building Improvements, Leasehold Improvements, Equipment, Aircraft and Office Furniture*

Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written Global Code of Business Conduct adopted by our Board of Directors, applicable to all of our directors and all officers and all of our employees.

| | | | | | | | | |

| February 6, 2025 | | | | | | February 6, 2025 | | |

February 6, 2025

*Description of the Matter* As discussed in Note 13 to the consolidated financial statements, the Company operates globally and files income tax returns in the U.S. and in various state, local and foreign jurisdictions.

Uncertainty in a tax position may arise because tax laws and rulings are subject to interpretation in each jurisdiction.

The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.

Auditing management's analysis of the Company's uncertain tax positions and the related unrecognized tax benefits was challenging as the analysis involved significant judgment due to the complex interpretations and application of tax laws and rulings.

*How We Addressed the*

*Matter in Our Audit* We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions.

For example, we tested controls relating to the completeness of management’s identification of uncertain tax positions and the application of the recognition and measurement principles, including management's review of the inputs and calculations of unrecognized tax benefits.

Our audit procedures included, among others, testing management's assessment of which uncertain tax positions are more likely than not to be sustained and the measurement of the amount of tax benefit that is more likely than not to be realized.

To test management's assessment, we performed procedures that included, among others, evaluating management's analysis by jurisdiction, including any communications with taxing authorities, tax controversy and litigation trends, and the technical merits of the uncertain tax positions.

We involved our tax professionals with specialized skills and knowledge to evaluate the recognition of the uncertain tax positions and the measurement of the unrecognized tax benefit based on the relevant tax laws, rulings and guidance issued by taxing authorities, as well as their experience with the taxing authorities.

We also evaluated the adequacy of the Company’s disclosures included in Note 13 in relation to these tax matters.

| | | | | | | | | | | | |

| Balance, as of December 31, 2021 | | | 631 | | | | | | $ | 6 | | | | | (70) | | | | | | $ | (5,520) | | | | | $ | 14,069 | | | | | $ | 14,350 | | | | | $ | (196) | | | | | $ | 39 | | | | | $ | 22,748 | | | | | $ | — | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (135) | | | | | | — | | | | | | (135) | | | | | | — | | |

| Payments relating to treasury shares | | | — | | | | | | — | | | | | | (1) | | | | | | (73) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (73) | | | | | | — | | |

| Payments relating to treasury shares | | | — | | | | | | — | | | | | | (1) | | | | | | (79) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (79) | | | | | | — | | |

| Payments relating to treasury shares | | | — | | | | | | — | | | | | | (1) | | | | | | (81) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (81) | | | | | | — | | |

| Proceeds from/(purchases of) other investments, net | | | — | | | | | | (4) | | | | | | 2 | | |

Other comprehensive income includes foreign currency translation adjustments, our proportionate share of our equity method investments' other comprehensive income, and amortization of the difference in the projected benefit obligation and the accumulated benefit obligation associated with benefit plan liabilities, each of which is net of tax.

Segment and Geographic Information

This presentation is reflective of how our chief operating decision maker reviews and operates our business.

The majority of our identifiable assets are located in the U.S and U.K. (see Note 19).

We also invest a portion of funds in excess of short-term operating needs in term deposits and investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.

These are classified as cash equivalents, are short-term in nature and carrying amount approximates fair value.

Original margin, variation margin and guaranty funds received by our clearing houses may be in the form of cash, invested deposits, government obligations, letters of credit at ICE NGX, European emission allowance certificates, or gold (see Note 14).

See "Credit Risk and Significant Customers", below.

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represents a form of restricted cash, and excludes invested deposits, delivery contracts receivable and unsettled variation margin since those amounts represent invested cash and not a form of restricted cash.

We classify all other investments that are not cash equivalents with original maturity dates of less than one year as short-term investments and all investments that we intend to hold for more than one year as long-term investments.

We periodically purchase debt securities including U.S. Treasury securities or other high quality sovereign debt for purposes of meeting regulatory capital requirements at certain of our clearing houses.

These short term debt securities are primarily included in restricted short-term investments in the accompanying consolidated balance sheets.

For equity investments that are not accounted for under the equity method and do not have readily determinable fair market values, such as those which are not publicly-listed companies, we apply the measurement alternative.

When we do not have a controlling financial interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investments are accounted for using the equity method and included in other non-current assets.

We recognize dividends when declared as a reduction in the carrying value of our equity method investments.

investments as equity earnings included in other income.

We did not record any impairment charges on our equity method investments in 2024.

We recognize specifically-identifiable intangibles when a specific right or contract is acquired.

[added: (b) *Insider Trading Arrangements and Policies.*] The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

[removed: (a)] [added: (3)] On November [removed: 20, 2024,] [added: 25, 2025,] Andrew J.

The plan expires on the earlier of (i) January 31, [removed: 2026] [added: 2027] or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is [removed: 11,080] [added: 8,166] shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Surdykowski's tax withholding obligations.

[removed: (b)] [added: (2)] On November [removed: 22, 2024,] [added: 7, 2025,] Douglas A.

The plan expires on the earlier of (i) December [removed: 17, 2025] [added: 10, 2026] or (ii) upon the completion of the sale of the maximum number of shares under the plan.

[removed: Warren Gardiner,] [added: Jackson,] our [removed: Chief Financial Officer,] [added: President,] adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) [removed: December 31, 2025] [added: January 18, 2027] or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is [added: 63,572 shares plus] an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. [removed: Gardiner's] [added: Jackson's] tax withholding obligations.

(a) *Evaluation of Disclosure Controls and Procedures.* As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) *Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Independent Registered Public Accounting Firm.* Management is responsible for establishing and maintaining adequate control over financial reporting and has evaluated the effectiveness of the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.

Management’s report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 and the attestation report of Ernst & Young LLP on our internal control over financial reporting are set forth in Part II, Item 8 of this Annual Report.

(c) *Changes in Internal Controls over Financial Reporting.* There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9 (B).

OTHER INFORMATION

(a) *Disclosure in lieu of reporting on a Current Report on Form 8-K*

*Item 5.02.

Compensatory Arrangements of Certain Officers.*

On February 1, 2026, the Company entered into revised employment agreements for Jeffrey C.

Sprecher, Chairman and Chief Executive Officer, Benjamin Jackson, President, Intercontinental Exchange, Warren Gardiner, Chief Financial Officer, Lynn Martin, President, NYSE Group and Christopher Edmonds, President, Fixed Income & Data Services, as well as revised employment agreements for each of the Company’s other U.S. executive officers, collectively referred to as the Employment Agreements.

The terms of each Employment Agreement are substantially similar, other than the employment term (and corresponding cash severance multiple) that applies to each executive (three years for Mr. Sprecher, two years for Messrs.

Jackson, Gardiner and Edmonds and Ms. Martin, and generally one year for each other U.S. executive officer).

Among other modifications, the revisions include the addition of a retirement termination provision, for which eligibility generally requires: (1) the executive’s age plus years of service is equal to or greater than 65; (2) the executive is at least 55 years of age; (3) the executive has been an officer for at least five years; and (4) the executive provides a minimum of six months’ written notice of retirement.

Upon a retirement termination, the executive will be entitled to continued vesting of equity awards granted following the effective date of the revised employment agreement and more than 12 months prior to retirement (based on actual performance for performance awards); provided that the executive agrees to extend the executive’s restrictive covenants through such vesting periods.

Further, upon a termination for disability or death, the executive (or his or her beneficiary, legal representative or estate) will be entitled to a prorated current year target bonus and any earned but unpaid bonus for the prior year.

The Company also made certain other modifications to the Employment Agreements to reflect, among other things, changes that have occurred in the Company’s business and operations since the Employment Agreements were last amended.

These changes include, but are not limited to, updates to each executive’s base salary and target annual bonus and equity award opportunity as reflected in the Employment Agreements, updates to the definition of the Company’s “business” (as defined in the Employment Agreement) for purposes of the post-employment non-competition obligation, and additions of certain other provisions consistent with the Company’s current practices in executive agreements, such as a non-disparagement obligation.

Additionally, Mr. Sprecher’s Employment Agreement provides that his post-employment non-competition and non-solicitation obligations will apply following a change in control termination and extends his confidentiality obligations to be perpetual, consistent with the Employment Agreements with the other executives.

The descriptions of the Employment Agreement modifications set forth above are not complete and are qualified in all respects by reference to the Employments Agreements.

Copies of the Employment Agreements are attached hereto as Exhibits 10.1 through 10.6 and incorporated herein by reference.

(1) On November 3, 2025, Benjamin R.

(c) On November 29, 2024, A.

(d) On December 4, 2024, Stuart G.

Williams, our Chief Operating Officer, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Williams' tax withholding obligations.

(e) On December 5, 2024, James W.

Namkung, our Chief Accounting Officer, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) February 28, 2026 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,108 shares

plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Namkung's tax withholding obligations.

(f) On December 6, 2024, Judith A.

Sprieser, one of our directors, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The aggregate number of shares to be sold under the plan is 6,654 shares.

Information relating to our Board of Directors set forth under the caption “Proposal 1 — Election of Directors — Nominees for Election as Directors at the [removed: 2025] [added: 2026] Annual Meeting” in our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, or the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption “Executive Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent Section 16(a) Reports” in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.

Information relating to our financial expert serving on our Audit Committee (Item 407(d)(5) of Regulation S-K), our Nominating and Corporate Governance Committee (Item 407(c)(3) of Regulation S-K), and our Audit Committee (Item 407(d)(4) of Regulation S-K) is set forth under the caption “Meetings and Committees of the Board of Directors” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| Jeffrey C. Sprecher | | | [removed: 69] [added: 70] | | | Chair and Chief Executive Officer | | |

| A. Warren Gardiner | | | [removed: 44] [added: 45] | | | Chief Financial Officer | | |

| Christopher S. Edmonds | | | [removed: 55] [added: 56] | | | President, Fixed Income & Data Services | | |

| Douglas A. Foley | | | [removed: 53] [added: 54] | | | SVP, Human Resources & Administration | | |

| Benjamin R. Jackson | | | [removed: 52] [added: 53] | | | President | | |

| Mayur V. Kapani | | | [removed: 56] [added: 57] | | | Chief Technology Officer | | |

| Elizabeth K. King | | | [removed: 57] [added: 58] | | | Global Head of Clearing & Chief Regulatory Officer | | |

| Lynn C. Martin | | | [removed: 48] [added: 49] | | | President, NYSE Group and Chair, ICE Fixed Income & Data Services | | |

| Andrew J. Surdykowski | | | [removed: 54] [added: 55] | | | General Counsel | | |

| Stuart G. Williams | | | [removed: 48] [added: 49] | | | Chief Operating Officer | | |

[removed: Mr. Jackson earned a Bachelor of] Science degree in economics from John Carroll University with supporting studies at the London School of Economics and Political Science.

Mr. Jackson earned a Bachelor of

Information relating to executive compensation set forth under the captions “Compensation Discussion & Analysis,” [removed: “2023] [added: “2025] Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Non-Employee Director Compensation,” and “Compensation Committee Report” in our [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.

Information regarding ownership of our common stock by certain persons as set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.

Information regarding certain relationships and transactions between our company and certain of our affiliates as set forth under the caption “Certain Relationships and Related Transactions” in our [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.

In addition, information regarding our directors’ independence (Item 407(a) of Regulation S-K) as set forth under the caption “Item 1 — Election of Directors — Nominees for Election as Directors at the [removed: 2025] [added: 2026] Annual Meeting” in our [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.

Information regarding principal accountant fees and services of our independent registered public accounting firm, Ernst & Young LLP, is set forth under the caption “Information About Our Independent Registered Public Accounting Firm Fees and Services” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

- Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| 3.1 | | | — | | | [removed: [Sixth Amended] [added: [S](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[eventh](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm) [Amended] and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August [removed: 22, 2022 (incorporated] [added: 2](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[0](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[5](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm) [(incorporated] by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August [removed: 22, 2022,] [added: 2](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[0](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[5](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)[,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522226543/d375634dex31.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465925080932/tm2523804d1_ex3-1.htm)] | | |

| 4.2 | | | — | | | [removed: [First] [added: [Second] Supplemental Indenture dated as of [removed: November 24, 2015] [added: August 17, 2017] among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Intercontinental Exchange, [removed: Inc.’s](https://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm) [Current] [added: Inc.’s Current] Report on Form 8-K filed with the SEC on [removed: November 24, 2015,] [added: August 17, 2017,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm)] | | |

| [removed: 4.3] [added: 4.31] | | | — | | | [Form of [removed: 3.75%] [added: 4.200%] Senior Notes due [removed: 2025] [added: 2031] (included as an exhibit to the [removed: First] [added: Seventh] Supplemental Indenture dated as of November [removed: 24, 2015)] [added: 17, 2025)] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.3] to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on November [removed: 24, 2015,] [added: 17, 2025,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312525284651/d56914dex41.htm)] | | |

| 4.4 | | | — | | | [removed: [Second Supplemental Indenture] [added: [Indenture] dated as of August [removed: 17, 2017 among] [added: 13, 2018 between] Intercontinental Exchange, Inc., as issuer, [removed: NYSE Holdings LLC, as guarantor,] and Wells Fargo Bank, National Association, 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 August [removed: 17, 2017,] [added: 13, 2018,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex41.htm)] | | |

| [removed: 4.5] [added: 4.3] | | | — | | | [Form of 3.100% Senior Notes due 2027 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm) | | |

| [removed: 4.6] [added: 4.5] | | | — | | | [removed: [Indenture] [added: [First Supplemental Indenture] dated as of August 13, 2018 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] | | |

| [removed: 4.7] [added: 4.8] | | | — | | | [removed: [First] [added: [Second] Supplemental Indenture dated as of [removed: August 13, 2018] [added: May 26, 2020] between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 13, 2018,] [added: May 26, 2020,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm)] | | |

| [removed: 4.8] [added: 4.6] | | | — | | | [Form of 3.750% Senior Notes due 2028 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm) | | |

| [removed: 4.9] [added: 4.7] | | | — | | | [Form of 4.250% Senior Notes due 2048 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm) | | |

| [removed: 4.10] [added: 4.11] | | | — | | | [removed: [Second] [added: [Third] Supplemental Indenture dated as of [removed: May 26,] [added: August 20,] 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: May 26,] [added: August 20,] 2020, File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | |

| [removed: 4.11] [added: 4.9] | | | — | | | [Form of 2.100% Senior Notes due 2030 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) | | |

| [removed: 4.12] [added: 4.10] | | | — | | | [Form of 3.000% Senior Notes due 2050 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) | | |

| 4.13 | | | — | | | [removed: [Third] [added: [Form of 2.650% Senior Notes due 2040 (included as an exhibit to the Third] Supplemental Indenture dated as of August 20, [removed: 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee] [added: 2020)] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| [removed: 4.14] [added: 4.12] | | | — | | | [Form of 1.850% Senior Notes due 2032 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| [removed: 4.15] [added: 4.14] | | | — | | | [Form of [removed: 2.650%] [added: 3.000%] Senior Notes due [removed: 2040] [added: 2060] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| 4.16 | | | — | | | [Form of [removed: 3.000%] [added: 4.000%] Senior Notes due [removed: 2060] [added: 2027] (included as an exhibit to the [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: August 20, 2020)] [added: May 23, 2022)] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.3] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | |

| [removed: 4.17] [added: 4.15] | | | — | | | [Fourth Supplemental Indenture dated as of May 23, 2022 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 23, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | |

| 4.18 | | | — | | | [Form of [removed: 3.650%] [added: 4.600%] Senior Notes due [removed: 2025] [added: 2033] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | |

| 4.19 | | | — | | | [Form of [removed: 4.000%] [added: 4.950%] Senior Notes due [removed: 2027] [added: 2052] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | |

| [removed: 4.20] [added: 4.17] | | | — | | | [Form of 4.350% Senior Notes due 2029 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | |

| [removed: 4.21] [added: 4.20] | | | — | | | [Form of [removed: 4.600%] [added: 5.200%] Senior Notes due [removed: 2033] [added: 2062] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.5] [added: 4.7] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | |

| [removed: 4.22] [added: 4.25] | | | — | | | [Form of [removed: 4.950%] [added: 5.250%] Senior Notes due [removed: 2052] [added: 2031] (included as an exhibit to the [removed: Fourth] [added: Fifth] Supplemental Indenture dated as of May [removed: 23, 2022)] [added: 13, 2024)] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.2] to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on May [removed: 23, 2022,] [added: 13, 2024,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)] | | |

| [removed: 4.23] [added: 4.27] | | | — | | | [Form of [removed: 5.200%] [added: 3.625%] Senior Notes due [removed: 2062] [added: 2028] (included as an exhibit to the [removed: Fourth] [added: Sixth] Supplemental Indenture dated as of [removed: May 23, 2022)] [added: June 5, 2024)] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.3] to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: May 23, 2022,] [added: June 5, 2024,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)] | | |

| [removed: 4.24] [added: 4.21] | | | — | | | [Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto and Wells Fargo Bank, National Association, dated August 26, 2020 (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) | | |

| [removed: 4.25] [added: 4.22] | | | — | | | [Form of 3.625% Senior Notes due 2028 of Black Knight InfoServ, LLC (included as an exhibit to the Indenture dated as of August 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) | | |

| [removed: 4.26] [added: 4.23] | | | — | | | [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).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524055927/d773004dex41.htm) | | |

| [removed: 4.27] [added: 4.24] | | | — | | | [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, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[,] [added: 2024,] File No. [removed: 001-36198](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)] | | |

| [removed: 4.28] [added: 4.30] | | | — | | | [Form of [removed: 5.250%] [added: 3.950%] Senior Notes due [removed: 2031] [added: 2028] (included as an exhibit to the [removed: Fifth] [added: Seventh] Supplemental Indenture dated as of [removed: May 13, 2024)] [added: November 17, 2025)] (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on [removed: May 13, 2024](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[File] [added: November 17, 2025, File] No. [removed: 001-36198](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1571949/000119312524137264/d805877dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312525284651/d56914dex41.htm)] | | |

| [removed: 4.29] [added: 4.26] | | | — | | | [Sixth Supplemental Indenture, dated as of June 5, 2024, between Intercontinental Exchange, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[File] [added: 2024, File] No. [removed: 001-36198](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)] | | |

| [removed: 4.30] [added: 4.29] | | | — | | | [removed: [Form of 3.625% Senior Notes due 2028 (included as an exhibit to the Sixth] [added: [Seventh] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: June 5, 2024)] [added: November 17, 2025, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, National Association, as trustee] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on [removed: June 5, 2024](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[,] [added: November 17, 2025,] File No. [removed: 001-36198](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312525284651/d56914dex41.htm)] | | |

| [removed: 4.31] [added: 4.28] | | | — | | | [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, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)[,] [added: 2024,] File [removed: No.](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm) [001-](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)[36198](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)[.](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)] [added: No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312524155176/d841998dex44.htm)] | | |

| [removed: 4.32] [added: 10.25] | | | — | | | [removed: [Description of ICE’s Securities Registered under Section 12] [added: [Aircraft Time Sharing Agreement dated as] of [removed: the] [added: February 2, 2022 between Intercontinental] Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm) [(inc](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)[orporated] [added: Holdings, Inc. and Warren Gardiner (incorporated] by reference to Exhibit [removed: 4.26] [added: 10.23] to Intercontinental Exchange, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)['s] [added: Inc.'s] Annual Report on Form 10-K filed with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm) [February 8, 2024](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)[,] [added: on February 3, 2022,] File [removed: No.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm) [001-36198](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)[)](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)[.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm)] [added: No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)] | | |

| [removed: 10.1] [added: 10.24] | | | — | | | [removed: [Employment] [added: [Aircraft Time Sharing] Agreement dated [removed: February 24, 2012] [added: as of March 4, 2021] between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] to Intercontinental [removed: Exchange Holdings, Inc.’s Current] [added: Exchange, Inc.'s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: February 24, 2012,] [added: April 29, 2021,] File No. [removed: 001-32671).](https://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-1.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex105.htm)] | | |

| [removed: 10.2] [added: 10.26] | | | — | | | [removed: [Employment Agreement,] [added: [Aircraft Time Sharing Agreement] dated as of [removed: May 15, 2021,] [added: April 17, 2023] between Intercontinental Exchange Holdings, Inc. and [removed: Warren Gardiner] [added: Christopher Edmonds] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Intercontinental Exchange, Inc.'s [removed: Amendment No. 1 to Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on May [removed: 20, 2021,] [added: 4, 2023,] File [removed: No.](https://www.sec.gov/Archives/edgar/data/1571949/000110465921069970/tm2117066d1_ex10-1.htm) [001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465921069970/tm2117066d1_ex10-1.htm)] [added: No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex102.htm)] | | |

| [removed: 10.3] [added: 10.27] | | | — | | | [removed: [Employment] [added: [Aircraft Time Sharing] Agreement dated [removed: February 1, 2023] [added: as of March 4, 2021] between Intercontinental Exchange Holdings, Inc. and [removed: Christopher Edmonds] [added: Benjamin R. Jackson] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on [removed: May 4, 2023,] [added: April 29, 2021,] File [removed: No 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex101.htm)] [added: No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex107.htm)] | | |

| [removed: 10.4] [added: 10.28] | | | — | | | [removed: [Employment] [added: [Aircraft Time Sharing] Agreement dated [removed: August 1, 2016] [added: as of March 4, 2021] between Intercontinental Exchange Holdings, Inc. and [removed: Benjamin Jackson] [added: Lynn Martin] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.4] to Intercontinental Exchange, Inc.'s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 7, 2018,] [added: April 29, 2021,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit106.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex104.htm)] | | |

| [removed: 10.5] [added: 10.29] | | | — | | | [removed: [Employment Agreement dated as] [added: [Form] of [removed: February 1, 2021 between ICE Data, LP, a wholly-owned subsidiary] [added: Agreement Relating to Noncompetition and Other Covenants signed by each] of [added: the non-employee directors and by] Intercontinental Exchange, Inc. [removed: and Lynn Martin] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to Intercontinental Exchange, [removed: Inc.'s Quarterly] [added: Inc.’s Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on [removed: April 29, 2021,] [added: May 17, 2016,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex103.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104916015366/t1600343_ex10-1.htm)] | | |

| [removed: 10.6] [added: 10.6*] | | | — | | | [Form of Employment Agreement between Intercontinental Exchange Holdings, Inc. and the other U.S. [removed: officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).](https://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-6.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex106.htm)] | | |

| [removed: 10.8] [added: 10.9] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).](https://www.sec.gov/Archives/edgar/data/1174746/000119312513233722/d543434dex41.htm) | | |

| [removed: 10.9] [added: 10.10] | | | — | | | [Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-8, filed with the SEC on September 5, 2023, File No. 333-274344).](https://www.sec.gov/Archives/edgar/data/1571949/000119312523228555/d436653dex43.htm) | | |

| 4.32* | | | — | | | [Description of ICE’s Securities Registered under Section 12 of the Exchange Act.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex432.htm) | | |

| 10.1* | | | — | | | [Employment Agreement](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex101.htm) [effective](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex101.htm) [as of February 1, 2026 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex101.htm) | | |

| 10.2* | | | — | | | [Employment Agreement](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex102.htm) [](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex102.htm)[e](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex102.htm)[ffective](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex102.htm) [as of February 1, 2026 between Intercontinental Exchange Holdings, Inc. and A. Warren Gardiner.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex102.htm) | | |

| 10.3* | | | — | | | [Employment Agreement effective as of February 1, 2026 between ICE Data Services, Inc. and Christopher S. Edmonds.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex103.htm) | | |

| 10.4* | | | — | | | [Employment Agreement effective as of February 1, 2026 between Intercontinental Exchange Holdings, Inc. and Benjamin R. Jackson.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex104.htm) | | |

| 10.5* | | | — | | | [Employment Agreement effective as of February 1, 2026 between NYSE Market (DE), Inc. and Lynn C. Martin.](https://www.sec.gov/Archives/edgar/data/1571949/000157194926000004/ice20251231ex105.htm) | | |

| 10.8 | | | | | | [Intercontinental Exchange Holdings, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No. 001-32671).](https://www.sec.gov/Archives/edgar/data/1174746/000095014409001156/g17549exv10w7.htm) | | |

| /s/ Lord Hill of Oareford | | | Director | | | February 5, 2026 | | |

| The Rt. Hon. the Lord Hill of Oareford CBE | | | | | | | | |

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| 10.23 | | | — | | | [Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex105.htm) | | |

| 10.25 | | | — | | | [Aircraft Time Sharing Agreement dated as of April 17, 2023 between Intercontinental Exchange Holdings, Inc. and Christopher Edmonds (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex102.htm) | | |

| 10.26 | | | — | | | [Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Benjamin R. Jackson (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex107.htm) | | |

| 10.27 | | | — | | | [Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Lynn Martin (incorporated by reference to Exhibit 10.4 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex104.htm) | | |

| 10.28 | | | — | | | [Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 17, 2016, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104916015366/t1600343_ex10-1.htm) | | |

| 10.43 | | | — | | | [Term Loan Credit Agreement, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312522165223/d280436dex102.htm) | | |