Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Approximate Number of Holders of Common Stock
As of February 2, 2026, there were approximately 626 holders of record of our common stock. Our common stock trades on the New York Stock Exchange under the ticker symbol “ICE.”
Dividends
Our Board of Directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or Audit Committee of the Board of Directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio. The declaration of dividends is subject to the discretion of our Board of Directors, and may be affected by various factors, including our future earnings, financial condition, capital requirements, share repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, credit ratings and other considerations our Board of Directors deems relevant.
Equity Compensation Plan Information
The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, 2025:
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Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan
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Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan
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Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan
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Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan
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Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan
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Intercontinental Exchange, Inc. 2013 Omnibus Employee Incentive Plan
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Intercontinental Exchange, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors
The 2013 Omnibus Employee Incentive Plan was retired in May 2017 upon adoption of the 2017 Omnibus Employee Incentive Plan. The 2017 Omnibus Employee Incentive Plan was retired in May 2022 upon adoption of the 2022 Omnibus Employee Incentive Plan. The Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan was retired in September 2023 following completion of the Black Knight merger. No future grants will be made from the retired plans. All future grants to employees will be made under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan and to directors under the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan. All purchases made pursuant to the Employee Stock Purchase Plan are made from the 2018 Employee Stock Purchase Plan.
| Plan Category | Number of securities to be issued upon exercise of outstanding options and rights (in thousands) (a) | Weighted average exercise price of outstanding options (b) | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) | ||||||||||||||
| Equity compensation plans approved by security holders(1) | 6,744 | $ | 99.59 | 34,883 | |||||||||||||
| Equity compensation plans not approved by security holders(2) | 5 | — | — | ||||||||||||||
| Total | 6,749 | $ | 99.59 | 34,883 |
(1) The 2013 Omnibus Employee Incentive Plan was approved by our stockholders in May 2013. The Black Knight, Inc. Amended and Restated 2015 Omnibus Employee Incentive Plan was approved by stockholders of Black Knight in June 2017. The 2017 Omnibus Employee Incentive Plan was approved by our stockholders in May 2017. The 2022 Omnibus Employee Incentive Plan and the 2022 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2022. Of the 6.7 million securities to be issued upon exercise, 1.8 million are options with a weighted average exercise price of $99.59 and the remaining securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.
(2) This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 5,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.
Stock Repurchases
In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. 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. |
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 2025.
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