Intercontinental Exchange reports $3.63B revenue

Cover page 4 changes

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For the quarterly period ended June September 30, 2026

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Attention: General Counsel

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As of July 27, October 26, 2026, the number of shares of the registrant s Common Stock outstanding was 561,394,487 558,858,412 shares.

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Quarterly Period Ended June September 30, 2026

Financial statements 115 changes

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As of June 30, 2026 (Unaudited)

As of December 31, 2025

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Short-term restricted investments 886 1,005 629

Cash and cash equivalent margin deposits and guaranty funds 114,599 113,274 76,789

Invested deposits, delivery contracts receivable and unsettled variation margin 2,313 2,811 4,437

Customer accounts receivable, net of allowance for doubtful accounts of $ 18 and $ 21 at June September 30, 2026 and December 31, 2025, respectively

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Invested deposits, delivery contracts payable and unsettled variation margin 2,313 2,811 4,437

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As of June 30, 2026 (Unaudited)

As of December 31, 2025

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Common stock, $ 0.01 par value; 1,500 shares authorized; 655 and 561 558 shares issued and outstanding at June September 30, 2026, respectively, and 653 and 567 shares issued and outstanding at December 31, 2025, respectively

Treasury stock, at cost; 94 97 and 86 shares at June September 30, 2026 and December 31, 2025, respectively ( 9,100 9,505 ) ( 7,792 )

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Six Nine Months Ended June September 30, Three Months Ended June September 30,

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Operating income 3,056 2,518 1,391 1,297

Operating income 4,466 3,692 1,410 1,174

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Other income, net 485 24 74 5

Other income, net 496 95 11 71

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Income before income tax expense 3,184 2,199 1,287 1,132

Income tax expense 777 522 312 267

Net income $ 2,407 $ 1,677 $ 975 $ 865

Income before income tax expense 4,426 3,280 1,242 1,081

Income tax expense 1,063 772 286 250

Net income $ 3,363 $ 2,508 $ 956 $ 831

Net income attributable to non-controlling interests ( 36 52 ) ( 29 44 ) ( 17 16 ) ( 14 15 )

Net income attributable to Intercontinental Exchange, Inc. $ 2,371 3,311 $ 1,648 2,464 $ 958 940 $ 851 816

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Net income $ 2,407 $ 1,677 $ 975 $ 865

Six Nine Months Ended June September 30, Three Months Ended June September 30,

Net income $ 3,363 $ 2,508 $ 956 $ 831

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Foreign currency translation adjustments ( 34 ) 122 ( 6 ) 87

Foreign currency translation adjustments ( 39 ) 93 ( 5 ) ( 29 )

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Other comprehensive income/(loss) ( 33 ) 120 ( 6 ) 85

Comprehensive income $ 2,374 $ 1,797 $ 969 $ 950

Employee benefit plan net loss ( 2 1 ) ( 2 ) ( 1 )

Other comprehensive income/(loss) ( 39 ) 91 ( 6 ) ( 29 )

Comprehensive income $ 3,324 $ 2,599 $ 950 $ 802

Comprehensive income attributable to non-controlling interests ( 36 52 ) ( 29 44 ) ( 17 16 ) ( 14 15 )

Comprehensive income attributable to Intercontinental Exchange, Inc. $ 2,338 3,272 $ 1,768 2,555 $ 952 934 $ 936 787

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Other comprehensive loss ( 33 39 ) ( 33 39 )

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Repurchases of common stock ( 8 ) ( 1,212 ) ( 1,212 )

Repurchases of common stock ( 11 ) ( 1,616 ) ( 1,616 )

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Net income 2,407 2,407

Net income attributable to non-controlling interests ( 36 52 ) 36 54 2 ( 2 )

Net income 3,363 3,363

Balance, as of June September 30, 2026

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Equity Redeemable Non-Controlling Interest Interests

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Balance, as of March 31, 2026

Balance, as of June 30, 2026

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Exercise of common stock options

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Issuance under the employee stock purchase plan

Repurchases of common stock ( 5 3 ) ( 657 404 ) ( 657 404 )

Distributions of profits

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Net income attributable to non-controlling interests ( 17 16 ) 17 18 2 ( 2 )

Balance, as of June September 30, 2026

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Other comprehensive income 120 120 91 91

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Net income 1,677 1,677

Net income attributable to non-controlling interests ( 29 44 ) 29 44

Net income 2,508 2,508

Balance, as of June September 30, 2025

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Balance, as of March 31, 2025

Other comprehensive income 85 85

Balance, as of June 30, 2025

Other comprehensive loss ( 29 ) ( 29 )

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Issuance under the employee stock purchase plan

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Distributions of profits

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Net income attributable to non-controlling interests ( 14 15 ) 14 15

Balance, as of June September 30, 2025

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Six Months Ended June 30,

Nine Months Ended September 30,

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Net income $ 2,407 $ 1,677

Net income $ 3,363 $ 2,508

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Depreciation and amortization 773 784

Deferred taxes 129 ( 109 )

Depreciation and amortization 1,172 1,171

Stock-based compensation 145 115 216 169

Deferred taxes 143 88

Gain on investments ( 452 ) ( 2 35 )

Net income from unconsolidated investees ( 43 59 ) ( 35 75 )

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Deferred revenue 362 264

Total adjustments 917 795

Customer accounts receivable ( 322 334 ) ( 156 52 )

Other current and non-current assets ( 111 129 ) 24 20

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and 35 more changes in the filing

Note 2: Summary of Significant Accounting Policies 3 changes

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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 six nine and three months ended June September 30, 2026 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

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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 June 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.

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During the six nine months ended June 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.

Note 4: Investments 13 changes

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As of June September 30, 2026 As of December 31, 2025

Equity investments without readily determinable fair values $ 2,386 2,389 $ 1,194

Equity method investments 499 537 414

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Total carrying value of our equity and equity method investments $ 2,953 2,994 $ 1,614

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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 six nine months ended June 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 six nine and three months ended June September 30, 2026, there were no downward adjustments, including impairments, identified.

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

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As of June 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 .

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We recognized income of $ 43 59 million and $ 35 75 million as our share of estimated income/loss, net, from our equity method investments during the six nine months ended June September 30, 2026 and 2025, respectively, and income of $ 17 16 million and $ 6 40 million as our share of estimated income/loss, net, from our equity method investments during the three months ended June 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 six nine months ended June September 30, 2026, there were no other-than-temporary impairments of our equity method investments identified.

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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 June September 30, 2026, our common stock investment represented less than 1 % ownership of Polymarket shares on both an outstanding and fully diluted basis.

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As of June 30, 2026 and December 31, 2025, we held an approximate 18 % and 31 % economic interest in Bakkt. respectively. The decrease in ownership during the six months ended June 30, 2026 primarily reflects Due to the dilutive effect of Bakkt's issuances of Class A common stock and pre-funded warrants, during the period. our ownership interest was reduced to approximately 18 % as of April 30, 2026.

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As of June 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 June September 30, 2026. During the six and three nine months ended June 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 was no unrealized gain or loss.

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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 six nine and three months ended June September 30, 2026, we recorded an immaterial fair value adjustment estimated using the NAV of our ownership interests .

Note 5: Revenue Recognition 51 changes

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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 5 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

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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 14: 15:

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Six Months Ended June 30, 2026:

Transaction-based expenses 1,634 1,634

Total revenues, less transaction-based expenses $ 3,245 $ 1,302 $ 1,096 $ 5,643

Nine Months Ended September 30, 2026:

Transaction-based expenses 2,499 2,499

Total revenues, less transaction-based expenses $ 4,787 $ 1,976 $ 1,645 $ 8,408

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Services transferred over time 1,160 1,068 812 3,040

Services transferred at a point in time $ 2,085 3,052 $ 234 358 $ 284 425 $ 2,603 3,835

Services transferred over time 1,735 1,618 1,220 4,573

Total revenues, less transaction-based expenses $ 3,245 4,787 $ 1,302 1,976 $ 1,096 1,645 $ 5,643 8,408 (1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ 66 104 million and $ 54 82 million recorded in our Exchanges and Fixed Income and Data Services segments, respectively.

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Three Months Ended June September 30, 2026:

Transaction-based expenses 945 945 865 865

Total revenues, less transaction-based expenses $ 1,464 1,542 $ 645 674 $ 557 549 $ 2,666 2,765

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Services transferred at a point in time $ 903 967 $ 105 124 $ 149 141 $ 1,157 1,232

Services transferred over time 561 540 575 550 408 1,509 1,533

Total revenues, less transaction-based expenses $ 1,464 1,542 $ 645 674 $ 557 549 $ 2,666 2,765 (1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ 38 million and $ 28 million recorded in our Exchanges and Fixed Income and Data Services segments, respectively.

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Six Months Ended June 30, 2025:

Transaction-based expenses 1,475 1,475

Total revenues, less transaction-based expenses $ 2,782 $ 1,193 $ 1,041 $ 5,016

Nine Months Ended September 30, 2025:

Transaction-based expenses 2,071 2,071

Total revenues, less transaction-based expenses $ 4,047 $ 1,811 $ 1,569 $ 7,427

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Services transferred over time 1,036 973 798 2,807

Services transferred at a point in time $ 1,746 2,494 $ 220 332 $ 243 376 $ 2,209 3,202

Services transferred over time 1,553 1,479 1,193 4,225

Total revenues, less transaction-based expenses $ 2,782 4,047 $ 1,193 1,811 $ 1,041 1,569 $ 5,016 7,427 (1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ 52 76 million and $ 54 82 million recorded in our Exchanges and Fixed Income and Data Services segments, respectively.

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Three Months Ended June September 30, 2025:

Transaction-based expenses 719 719 596 596

Total revenues, less transaction-based expenses $ 1,415 1,265 $ 597 618 $ 531 528 $ 2,543 2,411

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Services transferred over time 521 491 398 1,410

Services transferred at a point in time $ 894 748 $ 106 112 $ 133 $ 1,133 993

Services transferred over time 517 506 395 1,418

Total revenues, less transaction-based expenses $ 1,415 1,265 $ 597 618 $ 531 528 $ 2,543 2,411 (1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ 27 24 million and $ 28 million recorded in our Exchanges and Fixed Income and Data Services segments, respectively.

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Six Months Ended June 30,

Nine Months Ended September 30,

Three Months Ended June September 30,

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Services transferred over time related to listings 257 245 129 123 387 370 130 125

Services transferred over time related to regulatory fees, trading permits, and software licenses 66 67 33 29 97 101 31 34

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Data services revenues $ 1,045 $ 954 $ 531 $ 483

Data services revenues $ 1,583 $ 1,449 $ 538 $ 495

Services transferred over time related to risk management of open interest performance obligations in our CDS business 23 19 9 8 35 30 12 11

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Recurring revenues $ 807 $ 792 $ 406 $ 395

Total $ 812 $ 798 $ 408 $ 398

Total consolidated revenues transferred over time $ 3,040 $ 2,807 $ 1,509 $ 1,410

Recurring revenues $ 1,212 $ 1,183 $ 405 $ 391

Total $ 1,220 $ 1,193 $ 408 $ 395

Total consolidated revenues transferred over time $ 4,573 $ 4,225 $ 1,533 $ 1,418

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As of June September 30, 2026, the aggregate amount of the transaction price that was allocated to our future performance obligations was approximately $ 3.4 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: 20 10 % by December 31, 2026, 72 64 % by December 31, 2028, 92 88 % by December 31, 2030 and the rest thereafter.

Substantially all The majority of our contract assets are related to contracts with customers in our Mortgage Technology segment. As of June September 30, 2026 and December 31, 2025, the balance of our contract assets was $ 84 91 million and $ 89 million, respectively. Our allowance for contract asset credit losses was nominal for both periods.

Note 6: Deferred Revenue 9 changes

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $ 653 497 million as of June September 30, 2026, including $ 567 416 million in current deferred revenue and $ 86 81 million in other non-current liabilities in our consolidated balance sheets. The changes in our deferred revenue during the six nine months ended June September 30, 2026 are as follows (in millions):

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Additions 488 281 68 837

Additions 502 335 99 936

Deferred revenue balance at June September 30, 2026

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

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Additions 470 224 75 769

Additions 483 282 105 870

Deferred revenue balance at June September 30, 2025

Included in the amortization recognized during the six nine and three months ended June September 30, 2026 is $ 133 164 million and $ 48 31 million, respectively, related to the deferred revenue balance as of January 1, 2026. Included in the amortization recognized during the six nine and three months ended June September 30, 2025 is $ 152 202 million and $ 64 50 million, respectively, related to the deferred revenue balance as of January 1, 2025. As of June 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 4. 5.

Note 7: Goodwill and Other Intangible Assets 6 changes

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

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Foreign currency translation ( 12 ) ( 1 ) ( 1 2 ) ( 14 15 )

Goodwill balance at June September 30, 2026

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

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Other intangible assets balance at June September 30, 2026

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During the six nine months ended June 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.

Note 8: Debt 35 changes

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Commercial Paper $ 1,218 $ 1,035

Total short-term debt 1,218 1,035

As of June September 30, 2026 As of December 31, 2025

Commercial Paper $ 962 $ 1,035

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Total short-term debt 2,959 1,035

2027 Senior Notes ( 4.00 %; due September 15, 2027)

2027 Senior Notes (3.10%; due September 15, 2027)

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2029 Senior Notes ( 4.70 %; due August 20, 2029)

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2031 Senior Notes ( 4.90 %; due September 1, 2031)

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2033 Senior Notes ( 5.15 %; due September 1, 2033)

2036 Senior Notes ( 5.40 %; due September 1, 2036)

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Total debt $ 19,846 $ 19,644

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 $ 1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. The maturity date of the Credit Facility is May 31, 2029, and no amounts were outstanding under the Credit Facility as of June 30, 2026.

Total long-term debt 18,628 20,345 18,609

Total debt $ 23,304 $ 19,644

As of June September 30, 2026, our unsecured senior notes of $ 18.6 22.3 billion had a weighted average maturity of 13 12 years and a weighted average cost of 3.7 3.9 % per annum.

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 to two times during the term of the agreement for an additional one 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 June September 30, 2026, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 1.2 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 $ 2.5 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.

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 June September 30, 2026, there were no amounts outstanding under these credit lines.

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.

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.

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 .

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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 six nine months ended June September 30, 2026, we had net borrowings repayments of $ 183 73 million under the Commercial Paper Program.

Commercial paper notes of $ 1.2 1.0 billion with original maturities ranging from 1 to 28 days were outstanding as of June September 30, 2026, with a weighted average interest rate of 4.0 4.2 % per annum, and a weighted average remaining maturity of 24 20 days.

Note 9: Stock-Based Compensation 8 changes

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Six Nine Months Ended June September 30, Three Months Ended June September 30,

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Capitalized as software development costs ( 15 22 ) ( 13 20 ) ( 8 7 ) ( 7 )

Classified as acquisition-related transaction and integration costs 27 9 33 13 6 4

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

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Total 1,475 $ 168.48

Total 1,502 $ 168.20

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As of June 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.

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There have been no material changes to our Employee Stock Purchase Plan, or ESPP, during the six nine months ended June 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.

Note 10: Equity 26 changes

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During the six nine months ended June September 30, 2026 and 2025, we repurchased a total of 7.9 10.5 million and 2.9 5.1 million shares at a cost of $ 1.2 1.6 billion and $ 496 894 million, respectively. Of these shares, during the six nine months ended June September 30, 2026, 3.4 3.7 million shares were purchased on the open market at a cost of $ 500 550 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $ 10 14 million and $ 2 6 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during the six nine months ended June September 30, 2026 and 2025, respectively.

During the three months ended June September 30, 2026 and 2025, we repurchased a total of 4.4 2.7 million and 1.5 2.2 million shares at a cost of $ 651 400 million and $ 255 398 million, respectively. Of these shares, during the three months ended June September 30, 2026, 2.1 0.3 million shares were purchased on the open market at a cost of $ 300 50 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $ 6 million and $ 2 4 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during both the three months ended June September 30, 2026 and 2025. respectively.

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. As of June 30, 2026, the remaining balance of Board approved funds for future repurchases was $ 1.8 billion. 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.

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During the six nine months ended June 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 $ 96 97 million and $ 98 103 million, respectively. During the three months ended June September 30, 2026 and 2025, the cost of the withheld shares was $ 1 million and $ 3 5 million, respectively.

During the six nine months ended June September 30, 2026 and 2025, we declared and paid cash dividends per share of $ 1.04 1.56 and $ 0.96 1.44 for an aggregate payout of $ 591 884 million and $ 555 831 million, respectively. During the three months ended June September 30, 2026 and 2025, we declared and paid cash dividends per share of $ 0.52 and $ 0.48 for an aggregate payout of $ 294 293 million and $ 277 276 million, respectively.

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As of June 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 June 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 six nine months ended June 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.

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Other comprehensive income/(loss) ( 34 39 ) 1 ( 33 1 ) ( 39 )

Net current period other comprehensive income/(loss) ( 34 39 ) 1 ( 33 1 ) ( 39 )

Balance, as of June September 30, 2026

2 unchanged paragraphs

Balance, as of March 31, 2026

Other comprehensive loss ( 6 ) ( 6 )

Net current period other comprehensive loss ( 6 ) ( 6 )

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Other comprehensive loss ( 5 ) ( 1 ) ( 6 )

Net current period other comprehensive loss ( 5 ) ( 1 ) ( 6 )

Balance, as of September 30, 2026

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Other comprehensive income/(loss) 123 94 1 ( 2 ) 122 93

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Net current period other comprehensive income/(loss) 122 93 ( 2 ) 120 91

Balance, as of June September 30, 2025

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Balance, as of March 31, 2025

Other comprehensive income/(loss) 88 ( 2 ) 86

Income tax expense ( 1 ) ( 1 )

Net current period other comprehensive income/(loss) 87 ( 2 ) 85

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Other comprehensive loss ( 29 ) ( 29 )

Net current period other comprehensive loss ( 29 ) ( 29 )

Balance, as of September 30, 2025

Note 11: Income Taxes 2 changes

Our effective tax rate was 24 % during each of both the six nine months ended September 30, 2026 and 2025 and 23 % during both the three months ended June 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, tax benefits from non-cash compensation, tax refund claims audit settlements related to prior years, and other tax adjustments.

1 unchanged paragraph

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 June September 30, 2026 or December 31, 2025.

Note 12: Clearing Operations 30 changes

3 unchanged paragraphs

ICE Clear Europe Energy, freight, environmental, agricultural, interest rates, and equity index futures and options economic indicators derivative contracts ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and ICE Endex Spot Ltd U.K.

ICE Clear U.S. Agricultural, metals, foreign exchange, or FX, interest rate and rates, digital assets, equity index futures and options economic indicators derivative contracts ICE Futures U.S. U.S.

1 unchanged paragraph

ICE NGX Physical North American natural gas, environmental commodities and physical and financial electricity ICE NGX Canada

ICE Clear Netherlands Equity, equity indices and Interest rate derivatives rates and equity derivative contracts ICE Endex and ICE Futures Europe The Netherlands

ICE Clear Singapore Energy, metals FX, digital assets, and financial futures products equity derivative contracts ICE Futures Singapore Singapore

ICE NGX Physical and financial North American energy and environmental derivative contracts ICE NGX Canada

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As of September 30, 2026

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Clearing House Investment Type As of June September 30, 2026 As of December 31, 2025

ICE Clear Europe National bank account $ 5,609 4,966 $ 5,368

ICE Clear Europe Reverse repo 58,525 55,418 33,020

ICE Clear Europe Sovereign debt 7,644 8,485 2,359

ICE Clear Europe Demand deposits 100 360 176

ICE Clear Credit National bank account 22,992 22,905 19,422

ICE Clear Credit Reverse repo 5,882 5,155 4,965

ICE Clear Credit Demand deposits 3,519 4,354 3,564

ICE Clear U.S. Reverse repo 9,822 11,125 7,342

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Total cash and cash equivalent margin deposits and guaranty funds $ 114,599 113,274 $ 76,789

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Clearing House Investment Type As of June September 30, 2026 As of December 31, 2025

ICE NGX Unsettled variation margin and delivery contracts receivable $ 757 771 $ 1,658

ICE Clear Europe Invested deposits - sovereign debt 1,556 2,040 2,779

Total invested deposits, delivery contracts receivable and unsettled variation margin $ 2,313 2,811 $ 4,437

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

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As of September 30, 2026

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Total $ 48,157 $ 41,535 $ 21,535 $ 3,583 $ 114,810

Total $ 41,893 $ 43,849 $ 22,105 $ 3,189 $ 111,036

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As of June September 30, 2026 and December 31, 2025, the ICE Clearing Houses had received or had been pledged $ 235.3 230.5 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.

1 unchanged paragraph

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

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As of June 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.

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Clearing House As of June September 30, 2026 As of December 31, 2025 As of June September 30, 2026 As of December 31, 2025

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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 June 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.

Note 13: Legal Proceedings 1 change

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 June 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.

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Note 14: Fair Value Measurements 15 changes

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

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As of June September 30, 2026, our equity investment in Bakkt is measured at fair value on a recurring basis using Level 1 inputs. See Note 3 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 June September 30, 2026 and December 31, 2025, the fair value of these mutual funds was $ 5 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 11 12 for more information.

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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 June September 30, 2026 or December 31, 2025.

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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 June 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 six nine months ended June 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 3 4 for more information. During the six and three nine months ended June September 30, 2025, no material adjustments were 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.

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Commercial Paper $ 1,218 $ 1,218

The table below displays the fair value of our debt as of June 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.

As of September 30, 2026

Commercial Paper $ 962 $ 962

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2029 Senior Notes ( 4.70 %; due August 20, 2029)

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2031 Senior Notes ( 4.90 %; due September 1, 2031)

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2033 Senior Notes ( 5.15 %; due September 1, 2033)

2036 Senior Notes ( 5.40 %; due September 1, 2036)

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Note 15: Segment Reporting 137 changes

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Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer. Our CODM uses operating income/(loss) 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/(loss), 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.

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Six Months Ended June 30, 2026

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

Nine Months Ended September 30, 2026

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CDS clearing 195 195

Origination technology 389 389

Closing solutions 122 122

Servicing software 448 448

Revenues 4,879 1,302 1,096 7,277

Transaction-based expenses 1,634 1,634

Revenues, less transaction-based expenses 3,245 1,302 1,096 5,643

Other operating expenses 636 587 538 1,761

Depreciation and amortization 126 171 476 773

Operating expenses 764 759 1,064 2,587

Operating income $ 2,481 $ 543 $ 32 $ 3,056

Energy futures and options $ 1,332 1,935 $ $ $ 1,332 1,935

Agricultural and metals futures and options 168 168 251 251

Financial futures and options 448 448 638 638

Cash equities and equity options 1,897 1,897 2,894 2,894

OTC and other 213 213 325 325

Data and connectivity services 564 564 856 856

Fixed income execution 62 62 96 96

CDS clearing 297 297

Fixed income data and analytics 655 655 991 991

Data and network technology 390 390 592 592

Origination technology 578 578

Closing solutions 182 182

Servicing software 677 677

Data and analytics 137 137 208 208

Revenues 7,286 1,976 1,645 10,907

Transaction-based expenses 2,499 2,499

Revenues, less transaction-based expenses 4,787 1,976 1,645 8,408

Other operating expenses 960 900 808 2,668

Depreciation and amortization 191 260 721 1,172

Acquisition-related transaction and integration costs 2 1 50 53 3 28 71 102

Operating expenses 1,154 1,188 1,600 3,942

Operating income $ 3,633 $ 788 $ 45 $ 4,466

Total other income/(expense), net 128 ( 40 )

Income before income tax expense $ 3,184 4,426

Three Months Ended June September 30, 2026

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Origination technology 197 197

Closing solutions 65 65

Servicing software 226 226

Revenues 2,409 645 557 3,611

Other operating expenses 321 289 264 874

Depreciation and amortization 64 87 238 389

Operating expenses 386 377 512 1,275

Operating income $ 1,078 $ 268 $ 45 $ 1,391

Six Months Ended June 30, 2025

Energy futures and options $ 518 603 $ $ $ 518 603

Agricultural and metals futures and options 87 87 83 83

Financial futures and options 192 192 190 190

Cash equities and equity options 1,085 1,085 997 997

OTC and other 111 111 112 112

Data and connectivity services 287 287 292 292

Fixed income execution 31 31 34 34

CDS clearing 102 102

Fixed income data and analytics 333 333 336 336

Data and network technology 198 198 202 202

Origination technology 189 189

Closing solutions 60 60

Servicing software 229 229

Data and analytics 69 69 71 71

Revenues 2,407 674 549 3,630

Transaction-based expenses 945 945 865 865

Revenues, less transaction-based expenses 1,464 645 557 2,666 1,542 674 549 2,765

Other operating expenses 324 313 270 907

Depreciation and amortization 65 89 245 399

Acquisition-related transaction and integration costs 1 1 10 12 27 21 49

Operating expenses 390 429 536 1,355

Operating income $ 1,152 $ 245 $ 13 $ 1,410

Total other income/(expense), net ( 104 168 )

Income before income tax expense $ 1,287 1,242

Nine Months Ended September 30, 2025

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CDS clearing 176 176

Origination technology 362 362

Closing solutions 105 105

Servicing software 441 441

Revenues 4,257 1,193 1,041 6,491

Transaction-based expenses 1,475 1,475

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Note 16: Earnings Per Common Share 9 changes

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

Six Nine Months Ended June September 30, Three Months Ended June September 30,

Net income attributable to Intercontinental Exchange, Inc. $ 2,371 3,311 $ 1,648 2,464 $ 958 940 $ 851 816

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Basic earnings per common share $ 4.19 $ 2.87 $ 1.70 $ 1.49

Basic earnings per common share $ 5.87 $ 4.30 $ 1.68 $ 1.43

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Effect of dilutive securities - stock options and RSUs 2 2 3 2 2

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Diluted earnings per common share $ 4.18 $ 2.86 $ 1.69 $ 1.48

Diluted earnings per common share $ 5.85 $ 4.28 $ 1.67 $ 1.42

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As of June September 30, 2026, approximately 0.8 million 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 June September 30, 2025, there were no 0.1 million antidilutive stock options or RSUs outstanding.

Note 17: Subsequent Events 4 changes

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 is valued at approximately $ 6.0 billion, or $ 167 per share, with purchase consideration consisting entirely of cash. In conjunction with the acquisition agreement, 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 is to provide backup financing to fund, in part, the acquisition and to pay related fees, commissions and expenses, if the permanent debt financing cannot be obtained. The commitments that we obtained for the Bridge Facility may be permanently reduced from $ 6.2 billion to $ 0 as a result of (i) the effectiveness of a future term loan facility, (ii) the issuance by us of senior unsecured notes and (iii) the amendment of our existing revolving credit agreement.

The transaction is expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory approvals and customary closing conditions.

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

Forward-looking statements 369 changes

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our ability to complete the MarketAxess acquisition, realize the anticipated cost savings and synergies of the MarketAxess acquisition, and successfully integrate MarketAxess with our business without material delay, higher than anticipated costs or difficulty or loss of key personnel;

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These risks and other factors include, among others, those set forth in Part I, Item 1A under the caption Risk Factors in our 2025 Form 10-K, as filed with the SEC on February 5, 2026. Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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The transaction is valued at approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. In conjunction with the acquisition agreement, 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 is to provide backup financing to fund, in part, the acquisition and to pay related fees, commissions and expenses, if the permanent debt financing cannot be obtained. The commitments that we obtained for the Bridge Facility may be permanently reduced from $6.2 billion to $0 as a result of (i) the effectiveness of a future term loan facility, (ii) the issuance by us of senior unsecured notes and (iii) the amendment of our existing revolving credit agreement.

The transaction is expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory approvals and customary closing conditions.

Pending Acquisition of 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.

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Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, including market volatility during the first six nine months of 2026, we have seen increased trading across a number of our products, such as energy, interest rate and equity futures, credit default swaps and bonds. 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 further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted. In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.

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We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, changes in tariffs and trade policies, market volatility, geopolitical events and military conflicts and repercussions from, and the impact that, any of the foregoing may have on the global economy and on our business. We also continue to closely monitor credit worthiness creditworthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.

In January 2026, the Organisation for Economic Cooperation and Development, or OECD, released a comprehensive package of administrative guidance related to Pillar Two implementing the G7's June 2025 political agreement on a "Side-by-Side" "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. This new guidance on Pillar Two did not have a material impact on our financial statements as of June September 30, 2026 or December 31, 2025.

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Global policy makers have undertaken reviews of their existing legal frameworks governing financial markets in connection with regulatory reform, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers businesses. Legislative and regulatory actions may impact the way in which we or our customers conduct business and may create uncertainty, which could affect trading volumes or demand for market data. See Part I, Item 1 Business Regulation and Part I, Item 1A "Risk Factors" included in our 2025 Form 10-K for a discussion of the primary regulations applicable to our business and certain risks associated with those regulations.

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Prediction Markets. The CFTC has asserted that the Commodity Exchange Act preempts state laws governing prediction markets and reaffirmed its position that event contracts are swaps subject to the CFTC s exclusive jurisdiction. In April 2026, the CFTC filed suits in several states to prevent states from applying their laws to CFTC registered prediction markets. In March 2026, the CFTC published an advanced notice of proposed rulemaking, or ANPRM, requesting comment on a broad range of issues relating to the regulation of event contracts traded on prediction markets and also published a staff advisory to Designated Contract Markets outlining staff s views on the listing and trading of such contracts. In June 2026, the CFTC published a proposed rulemaking for prediction markets which revises the regulatory framework governing event contracts and clarifies the types of event contracts eligible for trading at CFTC registered entities. Together, these actions signal the CFTC s intent to develop a comprehensive federal regulatory framework for prediction markets. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.

Consolidated Audit Trail. In April 2026, the SEC issued a concept release soliciting public comment in support of a comprehensive review of the Consolidated Audit Trail, or CAT, and other audit trails and related data sources currently used in the regulation of U.S. securities markets. Among the topics for which the SEC sought comment is CAT funding and cost management, regulatory purposes, structure and governance, and design and scope. The future of the CAT, including the proportion of funding that exchanges will contribute prospectively and for historical costs, will be heavily influenced by the comments received. In the meantime, the SEC has approved certain cost savings amendments for the CAT, and private litigations are going.

Capital Markets. The SEC proposed several rules during this quarter designed to encourage more companies to go and stay public, including optionality for semiannual reporting, extending current disclosure scaling and other accommodations that simplify the filer status framework, expanding the availability of shelf registration, and rescinding climate-related disclosure rules. If adopted, these rules could have effects on competitive dynamics for listing venues.

Regulatory Categorization of Perpetual Contracts. In May, the CFTC took three actions related to perpetual contracts on crypto assets in which perpetuals were deemed futures contracts for regulatory purposes. First, the CFTC approved the listing of bitcoin perpetual futures contracts on Kalshi's designated contract market, limiting the scope of its approval to bitcoin and "similarly structured" perpetuals on digital commodities that have deep, active and continuous spot market trading. The CME Group is challenging this approval in federal court because CME asserts that perpetual contracts are swaps, not futures. Second, the CFTC issued a policy statement stating that perpetual contracts referencing asset classes not contemplated in the Kalshi approval order should be submitted for review under the voluntary product approval process (i.e., not self-certified). And, finally, the CFTC staff provided interpretive and no-action relief to Coinbase's futures commission merchant, or FCM, to intermediate customer access to perpetual futures contracts listed on foreign exchange Deribit in Abu Dhabi.

Subsequently, in June, the CFTC issued a Request for Comment on 24/7 trading and perpetual contracts asking whether perpetual contracts referencing physically delivered or storable energy commodities should also be considered futures contracts.

EMIR 3.0 . In February 2026, the Delegated Act specifying the Active Account Requirement, or AAR, under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, became effective. The AAR mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty, or CCP, and clear a certain number of trades in an EU account. In July 2026, the European Securities and Markets Authority, or ESMA, published its interim report on the AAR and its first annual report on the joint monitoring mechanism. ESMA noted early but limited signs of clearing activity shifting from U.K.-based Tier 2 CCPs to EU CCPs and concluded it is too early to assess the AAR's effectiveness. 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 AAR 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.

Policy Intervention to Address High Energy Prices . The U.S. is exploring a temporary diesel export ban to ease domestic diesel prices. If implemented, volumes at ICE Futures Europe, the exchange for gasoline and crude related futures, and ICE Clear Europe which clears those contracts, could be impacted. Separately, in July 2026, the European Commission published a proposal to revise the EU Emissions Trading System, or EU ETS, with a focus on reducing carbon price volatility and limiting impact on electricity prices. Any resulting policy changes could affect ICE Endex, the primary European exchange for emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.

Digital Asset Regulation . The U.S. House and Senate are working to finalize market regulatory structure legislation, known as the Clarity Act, covering for digital commodities assets continues to take shape through potential legislation, rulemaking, and securities. other actions by relevant regulators. If decentralized finance platforms offering products similar to regulated instruments are excluded from regulation or subject to lesser requirements, it could affect market and competitive dynamics and result in reduced contract trading volumes traded on our exchanges and contracts cleared at our exchanges and clearing houses. We are monitoring the proposals developments and any impact on our exchanges and clearing houses.

Prediction Markets . The CFTC has taken the position that the Commodity Exchange Act preempts state and tribal gaming laws as applied to CFTC-registered prediction markets and that event contracts constitute swaps subject to the CFTC's exclusive jurisdiction. Federal appeals courts are split on whether sports-related event contracts are swaps under the CFTC s exclusive jurisdiction or fall under state gambling law. The State of New Jersey has petitioned the U.S. Supreme Court for review of this issue. In September 2026, the CFTC submitted two rulemakings to the White House Office of Information and Regulatory Affairs, which would define by rule prediction-market event contracts as within the statutory definition of a swap while excluding casino-style gambling from that definition. The ultimate outcome of this litigation and related rulemakings is uncertain. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.

Equity Market Structure Rules . In June 2026, the SEC issued a proposal that would amend Regulation NMS Rule 611 (the "order protection" or "trade through" rule) and Rule 610(e) (prohibiting locked and crossed markets). The proposal, if adopted, would represent one of the most significant changes to the U.S. equity market structure in recent decades and could have meaningful effects on market and competitive dynamics for venues that facilitate trading of equity securities, including potentially reducing fragmentation. In connection with the proposal, Separately, more recently, the SEC also extended until November 2027 the compliance period issued what it calls an Innovation Exemption that provides a time-limited conditional exception from exchange registration requirements for changes the on-chain trading of tokenized U.S. listed securities. This exemption would allow venues to tick sizes compete with regulated entities in the secondary market trading of U.S. listed securities with fewer regulatory requirements and reduced fee caps could impact trading volumes on our securities exchanges. can charge market participants for access to protected quotations.

Consolidated Audit Trail . In April 2026, the SEC issued a concept release soliciting public comment in support of a comprehensive review of the Consolidated Audit Trail, or CAT, and other audit trails and related data sources currently used in the regulation of U.S. securities markets. After considering comments submitted, SEC leadership announced the agency is now considering fundamental changes to restructure the CAT to address cost, governance, and funding issues. The funding obligations of exchanges and the exchanges' regulatory capabilities using the CAT ultimately could be substantially different than the current state. Private litigation is ongoing.

Capital Markets . The SEC proposed several rules during this quarter designed to encourage more companies to go and stay public, including changes to shareholder proposal rules and modernization of the proxy solicitation process.

Regulatory Categorization of Perpetual Contracts . The regulatory treatment of perpetual contracts remains unsettled. Beginning in May 2026, the CFTC took a series of actions that characterized crypto-asset perpetual contracts as futures. These actions have drawn challenges, including litigation from CME Group, which asserts that perpetual contracts should be classified as swaps rather than futures. The CFTC has also sought public comment on whether perpetual contracts referencing physically delivered or storable commodities, including energy products, should be subject to similar treatment. The regulatory framework for perpetual contracts continues to evolve in light of pending litigation and ongoing CFTC rulemaking and interpretive activity. The timing and outcome of these matters and their effect on the regulatory classification of perpetual contracts is unclear. We continue to monitor these developments and any potential impact on our derivatives businesses.

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2 unchanged paragraphs

9 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 345 more changes in the filing

Controls and procedures 1 change

1 unchanged paragraph

and 1 more change in the filing

Legal proceedings 1 change

and 1 more change in the filing

Risk factors 1 change

and 1 more change in the filing

Unregistered sales of stock 9 changes

3 unchanged paragraphs

8 unchanged paragraphs

4 unchanged paragraphs

and 9 more changes in the filing

Other information 3 changes

1 unchanged paragraph

and 3 more changes in the filing

Exhibits 12 changes

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

and 12 more changes in the filing