filings.toolsItem 4. CONTROLS AND PROCEDURES
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Item 4. CONTROLS AND PROCEDURES
(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) Changes in Internal Controls over Financial Reporting. There were no changes to our internal controls over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. Other Information
ITEM 1. LEGAL PROCEEDINGS
See Note 12 to the consolidated financial statements and related notes, which is incorporated by reference herein.
ITEM 1(A). RISK FACTORS
During the three months ended March 31, 2026, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our 2025 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "—Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business—Regulation” in our 2025 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 2025 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Stock Repurchases
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 three months ended March 31, 2026, reported on a settlement date basis.
| Period (2026) | 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 | 685 | $168.90 | $115 | 685 | $2,891 | ||||||||||||
| February 1 - February 28 | 1,981 | 155.77 | 309 | 1,981 | 2,583 | ||||||||||||
| March 1 - March 31 | 794 | 160.04 | 127 | 794 | 2,456 | ||||||||||||
| First quarter total**(3)** | 3,460 | $159.35 | $551 | 3,460 | $2,456 | ||||||||||||
| (1) Excludes the 1% excise tax on share repurchases. | |||||||||||||||||
| (2) Approximate dollar value that may yet be purchased is based on the trade date basis principal amount of shares repurchased and excludes commissions and the 1% excise tax on share repurchases. | |||||||||||||||||
| (3) Includes 1.3 million shares purchased on the open market at a cost of $200 million and 2.2 million shares purchased under our Rule 10b5-1 trading plan at a cost of $351 million. |
Refer to Note 9 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for details on our stock repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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