Intercontinental Exchange, Inc.

1. Description of Business

Nature of Business and Organization

Intercontinental Exchange, Inc. is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Our business is conducted through three reportable business segments:

•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses.

•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery technology.

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025. The unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.

Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the nine and three months ended September 30, 2026 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the non-ICE interests are shown as non-controlling interests. When non-controlling interests hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and could be subject to remeasurement.

We have considered the impacts of macroeconomic conditions during the quarter, including interest rates, inflation rates, changes in tariffs and trade policies, geopolitical events and military conflicts, including repercussions from, and the impacts that, any of the foregoing may have on the global economy and on our business. As of September 30, 2026, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the current macroeconomic environment and the impact that it may have on the global economy and on our business.

Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in our 2025 Form 10-K.

3. Pending Acquisition

MarketAxess Holdings Inc.

On July 29, 2026, we entered into a definitive agreement to acquire MarketAxess Holdings Inc., or MarketAxess, a leading operator of electronic trading platforms for global institutional fixed income markets. The transaction implies an equity value of approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. For further information regarding the financing agreements entered into in connection with this acquisition, see Note 8.

On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE’s acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.

4. Investments

The carrying value of our investments, which are included in other non-current assets within our consolidated balance sheets, consisted of the following (in millions):

Equity Investments Without Readily Determinable Fair Values

We record any unrealized gains and losses from remeasurement, which we refer to as upward or downward adjustments, within other income, net, in our consolidated statements of income. During the nine months ended September 30, 2026, we recorded $390 million of upward adjustments due to the identification of observable price changes, substantially all of which was recognized in the three months ended March 31, 2026. During the nine and three months ended September 30, 2026, there wereno downward adjustments, including impairments, identified.

For the investments we still held as of September 30, 2026, cumulative upward adjustments between January 1, 2018, the date we adopted the measurement alternative, and September 30, 2026 were $427 million and cumulative downward adjustments were $3 million.

Polymarket Preferred Stock

On October 7, 2025, we entered into an agreement to purchase 9.6 million shares of Series D Preferred Stock of Blockratize, Inc., doing business as Polymarket, a prediction market and information platform tracking event probabilities across markets, politics, sport and culture, for $1.0 billion.

Each Series D Preferred share can be converted into common stock at our option or will be mandatorily converted upon a qualified initial public offering or direct listing. We are entitled to a 6% non-cumulative dividend payable only if declared. With respect to liquidation, dissolution and winding up of Polymarket, the Series D Preferred Stock ranks pari passu with certain of the other classes of preferred stock and is senior to the remaining shares of capital stock, including common stock. As the holder of Series D Preferred Stock, we have the right to cast the number of votes equal to the number of whole shares of common stock into which our preferred shares are convertible. Our ownership gives us the right to nominate and vote exclusively to electone member of the board.

On March 26, 2026, we invested an additional $600 million in Polymarket pursuant to a Series E Preferred Stock Purchase Agreement, acquiring approximately 4.2 million shares of Series E Preferred Stock. The rights and preferences of the Series E Preferred Stock are substantially similar to those of our Series D Preferred Stock, including liquidation preference, dividend rights, anti-dilution protections, conversion rights, and voting rights.

The Series E transaction constitutes an observable price change in an orderly transaction for a similar investment of the same issuer under the measurement alternative guidance. Accordingly, we recorded a gain of $389 million during the three months ended March 31, 2026 related to measuring our Series D Preferred Stock based on the implied fair value indicated by the Series E transaction price.

As of September 30, 2026, the total carrying value of our Series D and E Preferred Stock investments was approximately $2.0 billion and represented approximately 22% and 14% ownership of the outstanding and fully diluted shares of Polymarket, respectively. The Series D and E Preferred Stock are not considered in-substance common stock and therefore do not qualify for equity method accounting under Accounting Standards Codification, or ASC, 323, Investments- Equity Method and Joint Ventures. Therefore, we account for these investments as equity securities without a readily determinable fair value using the measurement alternative guidance under ASC 321, Investments - Equity Securities.

OKX

On March 3, 2026, we entered into an agreement to purchase approximately 0.9 million shares of Series C Preferred Shares of OKC Holdings Corporation, the parent company of OKX, a blockchain technology and trading company, for $200 million. Our investment represents less than 1% ownership of OKX.

Equity Method Investments

We recognized income of $59 million and $75 million as our share of estimated income/loss, net, from our equity method investments during the nine months ended September 30, 2026 and 2025, respectively, and income of $16 million and $40 million as our share of estimated income/loss, net, from our equity method investments during the three months ended September 30, 2026 and 2025, respectively. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

During the nine months ended September 30, 2026, there were no other-than-temporary impairments of our equity method investments identified.

OCC

We own a 40% interest in the Options Clearing Corporation, or OCC, through a direct investment by the New York Stock Exchange, or NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. OCC serves as a clearing house for securities options, securities futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca Options and NYSE American Options, along with other non-affiliated exchanges.

Polymarket Common Stock

In April 2026, we completed a tender offer to acquire approximately 0.4 million shares of common stock of Blockratize, Inc., doing business as Polymarket, for an aggregate purchase price of $40 million. Combined with our existing Series D and Series E preferred stock investments described above, we concluded that we have the ability to exercise significant influence over Polymarket's operating and financial policies. Accordingly, we account for the common stock investment under the equity method of accounting. As of September 30, 2026, our common stock investment represented less than 1% ownership of Polymarket shares on both an outstanding and fully diluted basis.

Equity Investment With A Readily Determinable Fair Value

Bakkt

As of December 31, 2025, we held an approximate 31% economic interest in Bakkt. Due to the dilutive effect of Bakkt's issuances of Class A common stock and pre-funded warrants, our ownership interest was reduced to approximately 18% as of April 30, 2026.

Based on an assessment of all relevant factors and circumstances, including the reduction in our ownership and voting percentage, we determined that we no longer have the ability to exercise significant influence over Bakkt. Accordingly, we discontinued the equity method of accounting, prospectively, as of April 30, 2026. Following the transition, we account for our investment in Bakkt as an equity investment with a readily determinable fair value. We remeasure our investment at fair value at each reporting date, with unrealized gains and losses recognized within other income, net, in our consolidated statements of income.

As of September 30, 2026, the fair value of our investment was $62 million, which was based on the quoted market price of Bakkt Class A common stock as of September 30, 2026. During the nine months ended September 30, 2026, the unrealized gain recorded was $62 million which includes the dilution gain recorded upon the accounting transition. During the three months ended September 30, 2026, there wasno unrealized gain or loss.

Equity Investments Measured Using NAV

We estimate the fair value of certain of our equity investments each reporting period using the net asset value per share, or NAV, practical expedient. During the nine and three months ended September 30, 2026, we recorded an immaterial fair value adjustment estimated using the NAV of our ownership interests.

5. Revenue Recognition

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.

Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration.

Refer to Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K where we describe our revenue recognition accounting policies and our primary revenue contract classifications in detail.

Disaggregation of Revenues

The following tables depict the disaggregation of our revenues according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 15:

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time ofone month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues transferred over time in the tables above also include services related to listings, risk management of open interest performance obligations and regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the tables above also include services related to risk management of open interest performance obligations, primarily in our CDS business.

The Mortgage Technology segment revenues transferred over time in the tables above primarily relate to our origination and servicing technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied and, to a lesser extent, professional services revenues and revenues from certain of our data and analytics offerings.

The components of services transferred over time for each of our segments are as follows (in millions):

Transaction Price Allocated to Future Performance Obligations

Our disclosure of transaction price allocated to future performance obligations excludes the following:

•Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable consideration allocation criteria;

•Performance obligations that are part of a contract with an original expected duration of one year or less; and

•Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.

As of September 30, 2026, the aggregate amount of the transaction price that was allocated to our future performance obligations was approximately $3.6 billion and was primarily related to contracts with customers in our Mortgage Technology segment. We expect this amount to be recognized as revenue as follows:10% by December 31, 2026,64% by December 31, 2028,88% by December 31, 2030 and the rest thereafter.

Contract Assets

The majority of our contract assets are related to contracts with customers in our Mortgage Technology segment. As of September 30, 2026 and December 31, 2025, the balance of our contract assets was $91 million and $89 million, respectively. Our allowance for contract asset credit losses was nominal for both periods.

6. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $497 million as of September 30, 2026, including $416 million in current deferred revenue and $81 million in other non-current liabilities in our consolidated balance sheets. The changes in our deferred revenue during the nine months ended September 30, 2026 are as follows (in millions):

The changes in our deferred revenue during the nine months ended September 30, 2025 are as follows (in millions):

Included in the amortization recognized during the nine and three months ended September 30, 2026 is $164 million and $31 million, respectively, related to the deferred revenue balance as of January 1, 2026. Included in the amortization recognized during the nine and three months ended September 30, 2025 is $202 million and $50 million, respectively, related to the deferred revenue balance as of January 1, 2025. As of September 30, 2026, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.

7. Goodwill and Other Intangible Assets

The following is a summary of the activity in our goodwill balance by segment for the nine months ended September 30, 2026 (in millions):

The following is a summary of the activity in our other intangible assets balance for the nine months ended September 30, 2026 (in millions):

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets primarily being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar.

During the nine months ended September 30, 2026, we considered whether events or changes in circumstances indicated that our goodwill or indefinite-lived intangible assets may be impaired or finite-lived intangible assets may not be recoverable. After evaluating relevant events and circumstances, we determined it was not more-likely-than-not that goodwill or indefinite-lived intangible assets within any of our reporting units were impaired, and we determined that the carrying amounts of our finite-lived intangible assets were recoverable. We plan to perform our annual impairment testing in the fourth quarter of 2026.

8. Debt

The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):

As of September 30, 2026, our unsecured senior notes of $22.3 billion had a weighted average maturity of 12 years and a weighted average cost of 3.9% per annum.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $1.25 billion, subject to the consent of the lenders funding the increase and certain other conditions. On August 20, 2026, we amended the Credit Facility to extend the maturity date applicable to $3.67 billion of commitments to August 20, 2031, which can be further extended up totwo times during the term of the agreement for an additionalone year, subject to consent of the extending lenders and certain other conditions. The remaining $230 million of revolving commitments retains the previous May 31, 2029 maturity date. We also amended the Credit Facility to establish a new class of $1.5 billion of revolving commitments that may be borrowed in connection with our pending MarketAxess acquisition. The total aggregate amount of revolving commitments under the Credit Facility, inclusive of the $1.5 billion that may be borrowed in connection with our pending MarketAxess acquisition, remains at $3.9 billion. Refer to Note 3 for further information on the acquisition.

We incurred new debt issuance costs associated with the amendment of $4 million, which are recorded in other non-current assets and amortized over the remaining life of the Credit Facility. No amounts were outstanding under the Credit Facility as of September 30, 2026.

As of September 30, 2026, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to back-stop the notes outstanding under our U.S. dollar commercial paper program, or the Commercial Paper

Program, and $168 million was required to support certain broker-dealer and other subsidiary commitments. Amounts required to back-stop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.8 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future amounts outstanding under the Commercial Paper Program.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of September 30, 2026, there wereno amounts outstanding under these credit lines.

New Senior Notes

On August 20, 2026, we issued $3.75 billion in aggregate principal amount of senior unsecured notes, comprised of the following:

•$1.25 billion in aggregate principal amount of 4.70% senior notes due in 2029, or the 2029 Notes;

•$1.1 billion in aggregate principal amount of 4.90% senior notes due in 2031, or the 2031 Notes;

•$650 million in aggregate principal amount of 5.15% senior notes due in 2033, or the 2033 Notes; and

•$750 million in aggregate principal amount of 5.40% senior notes due in 2036, or the 2036 Notes, and collectively, the Notes.

We intend to use the proceeds to fund, in part, the purchase price of MarketAxess and to pay related fees, commissions and expenses. We issued the debt at a discount and incurred debt issuance costs totaling $47 million. These costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the Notes.

The 2033 Notes and the 2036 Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem each series of notes at a redemption price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, in the event that the MarketAxess acquisition is not consummated on or prior to July 29, 2027, subject to two automatic extensions of six months each, to January 29, 2028 and to July 29, 2028, respectively, if U.S. antitrust clearance or any other requisite regulatory approval or a law, injunction, order or other judgment by a government entity of competent jurisdiction, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the MarketAxess acquisition remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date (the "outside date"), or if the MarketAxess merger agreement is terminated at any time prior to such date. The 2029 Notes and the 2031 Notes are not subject to any special mandatory redemption.

The $3.7 billion net proceeds from the Notes were separately invested and are recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of September 30, 2026.

In the event the MarketAxess acquisition is not consummated on or prior to the outside date, we intend to use the $2.3 billion of net proceeds from the offering of the 2029 Notes and the 2031 Notes for general corporate purposes, which may include paying down a portion of the amounts outstanding under our Commercial Paper Program or the repurchase or redemption of some or all of the principal amount of outstanding senior notes.

The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

Term Loan Facility

On August 20, 2026, we entered into a $2.0 billion delayed draw term loan facility, or the Term Loan, which will mature 24 months after the date on which it is funded. The Term Loan is intended to help finance a portion of the consideration for the MarketAxess acquisition, refinance certain existing MarketAxess indebtedness, and pay related fees and expenses. As of September 30, 2026, no amounts had been drawn under the Term Loan. We incurred new debt issuance costs associated with the facility of $2 million, which are recorded in other non-current assets and amortized over the estimated life of the Term Loan.

Bridge Facility

In connection with our pending acquisition of MarketAxess, on July 29, 2026, we entered into a financing commitment letter for a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $6.2 billion, or the Bridge Facility. The purpose of the Bridge Facility was to provide backup financing for the acquisition if permanent funding could not be obtained. On August 20, 2026, we secured financing for the acquisition by amending the Credit Facility, issuing the Notes, and entering into the Term Loan, as described above. The commitments that we obtained for the Bridge Facility were therefore permanently reduced from $6.2 billion to $0.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense. During the nine months ended September 30, 2026, we had net repayments of $73 million under the Commercial Paper Program.

Commercial paper notes of $1.0 billion with original maturities ranging from 1 to 28 days were outstanding as of September 30, 2026, with a weighted average interest rate of 4.2% per annum, and a weighted average remaining maturity of 20 days.

9. Stock-Based Compensation

Refer to Note 11 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance, and market conditions.

The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units, or RSUs, and under our employee stock purchase plan were as follows (in millions):

Stock Options

We have not granted any stock option awards since 2024.

Restricted Stock Units Grant Activity

During the nine months ended September 30, 2026, we granted the following:

We recognize expense on our performance-based RSUs, or PSUs, based on our quarterly assessment of the probable actual performance as compared to our financial performance targets.

As of September 30, 2026, our best estimate is that the financial performance level will be above target for the one-year EBITDA PSUs granted in 2026, the year-three EBITDA PSUs granted in 2024, and our deal incentive PSUs granted in October 2023. Our best estimate for the year-three EBITDA PSUs granted in 2025 and 2026 remains at target.

Qualifying Retirement Provision

During 2026, the Company entered into revised employment agreements with executive officers which included, among other changes, a retirement termination provision. If the retirement termination requirements are met, upon a qualified retirement, the executive officer will be entitled to any outstanding equity awards granted after February 1, 2026 and more than twelve months prior to the qualified retirement termination date, and the underlying shares will be delivered on the award's originally scheduled vesting dates with performance and market condition RSUs settled based on actual results in accordance with their terms. This retirement termination provision will result in accelerated recognition of compensation expense for awards granted to officers who meet the retirement termination requirements or will meet the requirements during the awards' explicit vesting period. We recognize compensation cost over the requisite service period which is the period from the grant date to when the officer becomes eligible for the retirement termination provision and has provided twelve months of service beyond the award grant date as described above.

Employee Stock Purchase Plan

There have been no material changes to our Employee Stock Purchase Plan, or ESPP, during the nine months ended September 30, 2026. For a full description of the plan's terms, refer to Note 11 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K. ESPP-related compensation expense may fluctuate period over period based on employee participation levels and changes in the fair value at the grant date.

10. Equity

Treasury Stock

Stock Repurchase Program

During the nine months ended September 30, 2026 and 2025, we repurchased a total of 10.5 million and 5.1 million shares at a cost of $1.6 billion and $894 million, respectively. Of these shares, during the nine months ended September 30, 2026,3.7 million shares were purchased on the open market at a cost of $550 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $14 million and $6 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during the nine months ended September 30, 2026 and 2025, respectively.

During the three months ended September 30, 2026 and 2025, we repurchased a total of 2.7 million and 2.2 million shares at a cost of $400 million and $398 million, respectively. Of these shares, during the three months ended September 30, 2026,0.3 million shares were purchased on the open market at a cost of $50 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $4 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during both the three months ended September 30, 2026 and 2025.

In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date, effective January 1, 2026, replacing the prior authorization. In July 2026, our Board approved an increase in the aggregate amount authorized for repurchases under the current program to $4.0 billion, effective July 1, 2026. As of September 30, 2026, the remaining balance of Board approved funds for future repurchases was $3.6 billion.

Shares withheld for taxes on employee equity awards

During the nine months ended September 30, 2026 and 2025, we withheld shares to satisfy employee tax withholding obligations upon the vesting of RSUs, which we recorded as treasury stock at a cost of $97 million and $103 million, respectively. During the three months ended September 30, 2026 and 2025, the cost of the withheld shares was $1 million and $5 million, respectively.

Dividends

During the nine months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $1.56 and $1.44 for an aggregate payout of $884 million and $831 million, respectively. During the three months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $0.52 and $0.48 for an aggregate payout of $293 million and $276 million, respectively.

Non-Controlling Interests

For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the non-ICE interests are shown as non-controlling interests.

As of September 30, 2026, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and third-parties' interest in ICE Futures Abu Dhabi.

As of September 30, 2026, we also had redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to third-parties' interests in an entity acquired by us in 2024 and separately, in a new entity we formed during the nine months ended September 30, 2026. These are reflected as redeemable non-controlling interests due to put rights held by non-ICE members to require us to purchase their interests.

Accumulated Other Comprehensive Income/(Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income/(loss) (in millions):

11. Income Taxes

Our effective tax rate was 24% during both the nine months ended September 30, 2026 and 2025 and 23% during both the three months ended September 30, 2026 and 2025. The effective tax rates for these comparable periods remained relatively consistent with a mix of discrete items in each period including deferred tax movements resulting from state tax law and apportionment changes, audit settlements related to prior years, and other tax adjustments.

The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June

30, 2028. In January 2026, the OECD released a comprehensive package of administrative guidance implementing the Group of Seven leading industrialized democracies, or G7’s, June 2025 political agreement on a “Side-by-Side” system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. These Pillar Two rules did not have a material impact on our financial statements as of September 30, 2026 or December 31, 2025.

12. Clearing Operations

We operatesix clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members, participants, or contracting parties, or collectively, Members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk.

Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases to third-party execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses":

Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members. In its guarantor role, each ICE Clearing House stands as the central counterparty on every contract cleared, having equal and offsetting claims to and from Members on opposite sides of each contract. To reduce their exposure, the ICE Clearing Houses have risk management programs and defined rules covering initial and ongoing membership standards, original or initial margin requirements, collateral and liquidity management, a variation margin process, intraday risk monitoring, ICE contribution to the guaranty fund, and default insurance (where applicable). In addition, with the exception of ICE NGX, which offers only a direct-access clearing model, each ICE Clearing House has defined rules on customer segregation and portability, a mutualized guaranty fund, and powers of assessment.

Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of Members of the other ICE Clearing Houses.

Members' Collateral

The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, and the risk committee and board of each respective ICE Clearing House. The amounts required may fluctuate over time. Generally, margin requirements for Members consist of the following:

•Original margin(referred to as "initial margin" by certain ICE Clearing Houses, and collectively as "original margin" herein): Represents the collateralization of market risk determined such that a portfolio the ICE Clearing House may be required to liquidate following a Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period.

•Variation margin: The daily profits and losses to and from the ICE Clearing Houses by Members due to the marking-to-market of open contracts.

•Guaranty fund (mutualized ICE Clearing Houses only): Contributions from Members proportional to the risk of their positions and sized pursuant to the mutualized ICE Clearing Houses' guaranty fund methodology with the purpose to cover losses which exceed the resources of a defaulting Member.

Of thesix ICE Clearing Houses that we operate, five require Members to contribute to a guaranty fund which mutualizes the risk of default among all Members. ICE NGX operates a non-mutualized, direct clearing operation.

Mutualized Clearing Houses

Each mutualized ICE Clearing House sets rules on the type of collateral Members can deposit to satisfy the margin requirements described above. Member cash deposits are received and held at central banks, highly-rated financial institutions or secured through reverse repurchase agreements with primarily overnight maturities or direct investments primarily in U.S. Treasury and other highly-rated non-U.S. government securities. Reverse repurchase agreements are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral, if needed, to maintain sufficient collateralization. Coinciding with our cash and cash equivalent policy, 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. 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.

Member non-cash collateral can be in the form of government obligations or European emission allowance certificates. These non-cash collateral deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the Member that deposited the assets unless the respective ICE Clearing House has sold or re-pledged the assets (which the ICE Clearing Houses do not do in the ordinary course of business) or in the event of default of the Member, where the Member is no longer entitled to the collateral assets. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.

ICE NGX

ICE NGX requires its Members to maintain cash or letters of credit to serve as collateral in the event of default, including as original margin. The cash is maintained in a segregated bank account for the benefit of the Member 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 by the Member, these balances are not included in our consolidated balance sheets.

For the majority of the contracts cleared at ICE NGX, variation margin is not settled daily; instead, it is accrued daily to each Member's account and ICE NGX requires full collateralization of net accrued variation losses. 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.

Cash Collateral (Mutualized Clearing Houses) and Delivery Contracts Receivable and Unsettled Variation Margin (ICE NGX) Balances

The unsettled variation margin and delivered contracts receivable balance at ICE NGX and the cash collateral posted by Members at our mutualized clearing houses are broken out by margin requirement and clearing house as follows (in millions):

Details of our deposits are as follows (in millions):

ICE Clear Europe periodically enters into foreign currency swaps in order to rebalance liquidity buffers for certain currencies. As of September 30, 2026, a total of $1.1 billion notional remained outstanding, which settled during the first week of October 2026 at predetermined forward rates. The foreign currency swaps are accounted for as derivative instruments measured at fair value using Level 2 inputs. The fair value of the derivatives was recorded within other current liabilities in our consolidated balance sheets and was immaterial as of September 30, 2026.

Non-cash Collateral (Mutualized Clearing Houses) and Cash and Letters of Credit (ICE NGX) Balances

These pledged assets are not reflected in our balance sheets and are as follows (in millions):

Total Collateral

As of September 30, 2026 and December 31, 2025, the ICE Clearing Houses had received or had been pledged $230.5 billion and $170.1 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

ICE Clearing Houses' Liquidity Facilities

As of September 30, 2026, the following facilities were in place at the respective ICE Clearing House to support liquidity needs:

•ICE Clear Europe:$1.0 billion in committed repurchase agreement facilities, or Committed Repo, to have the ability to convert securities held as collateral into U.S. dollar, euro and pound sterling deposits with same day liquidity.

•ICE Clear Credit:$300 million in Committed Repo (U.S. dollar based) to have the ability to convert U.S. dollar/euro denominated sovereign debt held as collateral into U.S. dollar/euro deposits with same day liquidity, €250 million in Committed Repo (euro based) to have the ability to convert euro/U.S. dollar denominated sovereign debt deposits held as collateral into euro/U.S. dollar denominated deposits with same day liquidity, and €1.9 billion in committed FX facilities to have the ability to convert available U.S. dollar denominated cash into euro denominated cash to meet a euro denominated payment obligation with same day liquidity.

•ICE Clear U.S.:$250 million in Committed Repo to have the ability to convert U.S. dollar denominated sovereign debt deposits held as collateral into U.S. dollar deposits with same day liquidity.

•ICE Clear Netherlands:€10 million in committed FX facilities to have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment obligations with same day liquidity.

•ICE NGX:$100 million committed with an additional $200 million uncommitted daylight-overnight liquidity facility with a third-party Canadian chartered bank to provide liquidity in the event of a settlement shortfall, subject to certain conditions.

ICE Contributions to the Guaranty Funds and Default Insurance

We have contributed our own capital to each ICE Clearing House's respective guaranty fund that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient. Such amounts, referred to as skin in the game or SITG contributions, are recorded as long-term restricted cash and cash equivalents and long-term restricted investments in our consolidated balance sheets.

We also maintain default insurance at ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit as an additional layer of clearing member default protection. The default insurance for these three ICE Clearing Houses was renewed in September 2025 and has athree-year term. Similar to the SITG contribution, the default insurance layer is not intended to replace or reduce the position risk-based amount of the guaranty fund. As a result, the default insurance layer is not a factor that is included in the calculation of the Members' guaranty fund contribution requirement. Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of September 30, 2026, ICE NGX maintains a guaranty fund of $215 million funded by a $200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, plus $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy. In the event of a Member default where the defaulting Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $200 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy. ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event of a Member default.

ICE's contribution to the respective guaranty funds and default insurance is broken out by each ICE Clearing House as follows (in millions):

Clearing House Exposure

Each ICE Clearing House has defined default management rules and procedures. Our financial exposure as guarantor represents the risk that a Member default generates losses that exhaust the defaulting Member's resources and require the use of our SITG contribution and, in an extreme scenario, generates losses that exceed all available default waterfall resources, including at a mutualized ICE Clearing House, the non-defaulting Members' guaranty fund contributions and powers of assessment. Below is a depiction of our default waterfall which summarizes the lines of defense and layers of protection we maintain for our clearing houses:

Through the clearing operations described above, each ICE Clearing House provides a performance guarantee to its Members. Excluding the effects of the default management protections depicted above, each ICE Clearing House's maximum estimated exposure for this guarantee would be the intra-day or full-day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted, which is an extremely unlikely scenario. The levels of original margin are calibrated such that a portfolio the ICE Clearing House may be required to liquidate following a Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period. In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, Member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong-way risk.

We also assessed the fair value of our performance guarantee, considering factors including daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by each ICE Clearing House. Based on these analyses, the estimated performance guarantee liability was determined to be nominal, and no liability was recorded as of September 30, 2026. None of the ICE Clearing Houses has ever experienced a Member default that required the use of the guaranty funds of non-defaulting Members or the assets of the ICE Clearing Houses, including our SITG contribution.

13. Legal Proceedings

In the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable, and gain contingencies when they become certain. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters. A range of possible losses related to certain cases cannot be reasonably estimated at this time. As of September 30, 2026, no material accruals remain outstanding. Individual matter disclosures in this Form 10-Q are limited to new significant matters or significant updates on existing matters since our 2025 Form 10-K.

For further information on our legal and regulatory matters, see Note 16 to the consolidated financial statements in Part II, Item 8 of our 2025 Form 10-K.

14. Fair Value Measurements

Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheets as of September 30, 2026 and December 31, 2025 were classified in their entirety based on the lowest level significant input used in their valuation.

Recurring Fair Value Measurements

As of September 30, 2026, our equity investment in Bakkt is measured at fair value on a recurring basis using Level 1 inputs. See Note 4 for more information.

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for our supplemental executive savings plan and our supplemental executive retirement plan. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income. As of September 30, 2026 and December 31, 2025, the fair value of these mutual funds was $6 million and $20 million, respectively.

At our ICE NGX clearing house, unsettled variation margin is recorded at fair value based on the settlement prices of open contracts using Level 2 inputs. See Note 12 for more information.

Excluding our equity investments without a readily determinable fair value, all other financial instruments approximate carrying value due to the short-term nature of their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of September 30, 2026 or December 31, 2025.

Non-Recurring Fair Value Measurements

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of September 30, 2026 and 2025, none of our intangible assets or equity method investments were required to be measured at fair value since no impairment indicators were identified.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321. During the nine months ended September 30, 2026, we recorded a total gain of $390 million related to the identification of observable price changes in the same or similar investments of our investees. The fair value measurement underlying these gains was classified as Level 3. Refer to Note 4 for more information. During the nine months ended September 30, 2025, we recorded a total gain of $34 million related to the identification of an observable price change for a similar investment of one of our investees.

Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of September 30, 2026 (in millions). The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments. The fair value of our commercial paper was estimated using Level 2 inputs. The commercial paper includes a discount and fair value was determined to approximate the carrying value due to the short term to maturity.

15. Segment Reporting

Our business is conducted through three reportable business segments:

•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses;

•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology; and

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.

Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer. Our CODM uses operating income to assess performance and allocate resources for each of our segments, including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation. Our CODM evaluates both budgeted and actual operating income, and the related growth, when assessing performance and making decisions about allocating resources as described above. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements in our 2025 Form 10-K.

The information and amounts presented in the tables below align with the segment-level information regularly provided to our CODM. While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our significant expense categories are other operating expenses, depreciation and amortization expenses and acquisition-related transaction and integration costs. Other operating expenses include the aggregate of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

Our CODM does not review total assets or statements of income below operating income by segment; therefore, such information is not presented below. Ourthree segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for the nine and three months ended September 30, 2026 and 2025 (in millions):

No customer accounted for more than 10% of our consolidated revenues, less transaction-based expenses during the nine and three months ended September 30, 2026 or 2025.

16. Earnings Per Common Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the nine and three months ended September 30, 2026 and 2025 (in millions, except per share amounts):

Basic earnings per common share is calculated using the weighted average common shares outstanding during the period.

Using the treasury stock method, common equivalent shares from stock options and service condition RSUs are included in the computation of diluted earnings per common share unless their inclusion would be antidilutive. Performance condition RSUs and market condition RSUs are treated as contingently issuable shares and are included in diluted earnings per common share only if the applicable performance or market condition would be satisfied if the reporting date were the end of the contingency period and the result would be dilutive.

As of September 30, 2026, an immaterial amount of stock options and RSUs were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive. As of September 30, 2025, there were 0.1 million antidilutive stock options or RSUs outstanding.

17. Subsequent Events

We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in our consolidated financial statements.