What changed in this filing

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Item 1. Business

2026-02-05 compared with 2025-02-06 · 270 added, 225 removed, 935 unchanged (35% of the section changed)

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The majority of our identifiable assets are located in the U.S.

and the United Kingdom, or U.K.

For a summary of our revenues, net assets and net property and equipment by geographic region, see Note 19 to our consolidated financial statements included in this Annual Report.

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We operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities, such as commodities, interest rates, foreign exchange and equities as well as corporate and exchange-traded funds, or ETFs.

We operate multiple trading venues, including 13 regulated exchanges and 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

We operate multiple trading venues, including 13 regulated exchanges and six clearing houses (one of which, ICE Clear Credit, is included in our Fixed Income and Data Services segment discussed below), which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

Our Exchanges segment includes trading and listings revenue from our global futures network and the New York Stock Exchange and other registered securities exchanges, or collectively, the NYSE, and various data and connectivity services that are directly related to those exchange platforms.

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Increasingly, market

participants are turning to our global environmental markets to help navigate and manage risk related to climate change, the energy transition and the move to net zero emissions.

participants are turning to our global environmental markets to help navigate and manage climate-related risks, the energy transition and the move to net zero emissions.

• Agricultural & Metals Futures and Options:

We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar.

We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar, and operate precious metals markets.

Our benchmark contracts offer one of the most globally relevant price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.

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Key products include:

Euribor, Gilts, Sterling Overnight Index Average, or SONIA, and Secured Overnight Financing Rates, or SOFR, among others.

Euribor, Gilts, and Sterling Overnight Index Average, or SONIA, among others.

• Cash Equities and Equity Options:

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The NYSE offers a unique hybrid market model that combines leading technology with an accountable market maker to provide human judgment, a community of the world’s greatest companies and premium brand visibility.

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

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

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

Revenues from listing fees are largely recurring in nature.

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

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

Through this CCP function, our clearing houses provide financial security for each transaction, for the duration of the position, by limiting counterparty credit risk.

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OTC North American, European, Asian-Pacific and Emerging Market CDS instruments U.S.

Creditex and third-party venues Fixed Income and Data Services $125 million

ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets The Netherlands ICE Endex Exchanges $2 million

ICE Swap Trade and other unaffiliated third-party venues Fixed Income and Data Services $125 million

ICE Clear Netherlands Equity, equity indices and interest rate derivatives The Netherlands ICE Endex and ICE Futures Europe Exchanges $13 million

ICE Clear Singapore Energy, metals and financial futures products Singapore ICE Futures Singapore Exchanges $1 million

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Our leading fixed income pricing and reference data offerings serve as the foundation for a broader fixed income network that provides our customers solutions that span the full workflow including pre- and post-trade analytics, a range of execution protocols and indices.

In addition, our multi-asset class connectivity, feeds and desktop solutions, which comprise our Other Data and Network Services business, leverage a common sales force, which can enhance cross-selling opportunities across the Fixed Income and Data Services segment.

In addition, our multi-asset class connectivity, feeds and desktop solutions, which comprise our Data and Network Technology business, leverage a common sales force, which can enhance cross-selling opportunities across the Fixed Income and Data Services segment.

The Fixed Income and Data Services segment generated revenues of $2.4 billion in 2025 and accounted for 24% of our consolidated revenues, less transaction-based expenses.

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• Fixed Income Data and Analytics:

We are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.

We are a leading provider of end-of-day and continuous evaluated pricing services on over three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.

Our reference data offering complements our evaluated pricing by providing our clients a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.

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Fixed Income Data and Analytics revenues are largely recurring in nature.

• Other Data and Network Services:

• Data and Network Technology:

We offer a multi-asset class connectivity solution called the ICE Global Network.

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Finally, our desktop solutions support commodity and energy traders, risk managers, financial advisors, wealth managers and retail traders, and include a robust instant messaging, or IM, system that protects the privacy of over 130,000 users, while also enabling greater collaboration.

Other Data and Network Service revenues are largely recurring in nature.

Data and Network Technology revenues are largely recurring in nature.

Mortgage Technology Segment

Over the last eight years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.

Over the last nine years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.

residential mortgage market.

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We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention.

Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.

Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of application programming interfaces, or APIs, across the mortgage life cycle.

Revenues related to our servicing software products are largely recurring in nature.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and facilitating more efficient loss mitigation processes.

We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time.

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The NYSE electronic trading platform features an open system architecture that allows users to access our system via front-end trading applications developed by ISVs.

We developed core technology and architecture known as NYSE Pillar and have migrated all our Cash Equity Securities markets, Security Information Processor, or SIP, and Options Price Reporting Authority, or OPRA, NYSE Amex Options and Arca Options platforms to this architecture.

We developed core technology and architecture known as NYSE Pillar and have migrated all our Cash Equity Securities markets, Security Information Processor, or SIP, and Options Price Reporting Authority, or OPRA, NYSE American Options and Arca Options platforms to this architecture.

This integrated platform was designed to improve performance and reduce the complexity of operating multiple trading systems for our customers, while enhancing consistency, performance and resiliency.

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These are designed to enable nearly continuous availability of our markets and other services in the event of a business disruption or disaster.

We maintain incident and crisis management plans that address responses to disruptive events at any of our locations worldwide.

We maintain incident and crisis management plans that are designed to address responses to disruptive events at any of our locations worldwide.

Cybersecurity

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We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, confidentiality, know-how, contracts, restrictions on use and disclosure, and other methods.

FTSE® and the FTSE indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license.

MSCI® and the MSCI indexes are trademarks and service marks of MSCI Inc.

or its affiliates and are used under license.

Human Capital Resources

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We monitor voluntary attrition rates carefully, and over the past three years, our attrition rates have remained lower than the benchmarks in the finance and technology sectors.

We review this data frequently and transparently report this information to our stakeholders via our Sustainability Report.

We review this data frequently and transparently report this information to our stakeholders via our sustainability website.

Corporate Culture

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Our industry is competitive, and the expectations are high.

To achieve our business objectives, we aim to offer pay commensurate with performance, a diverse

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

To achieve our business objectives, we aim to offer pay commensurate with performance, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.

We use a mix of channels to gather input from employees throughout our organization.

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We review the competitiveness of our compensation and benefits frequently.

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

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

We hold ourselves accountable via periodic data reporting to senior management, data reporting to our Board of Directors, and transparency in reporting data to our stakeholders via our annual Sustainability Report, including Equal Employment Opportunity, or EEO-1 data.

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

We provide periodic data on our workforce, data reporting to our Board of Directors, and transparency in reporting data to our stakeholders via our annual sustainability reporting.

Corporate Giving

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• Environmental risks and opportunities:

We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to support a broader sustainability impact through our products and services.

We are addressing the impact of climate-related risks on our business and we consider environmental risks and opportunities across our operations and products.

For additional information, please refer to the human capital, risk management and sustainability sections of our website at www.ice.com .

Our Competitive Strengths

We believe that we compete favorably based on numerous factors, and that our deep, liquid markets, technology offerings, breadth of product offerings, new product development, customer relationships, efficient, secure settlement, clearing and other support services and our reputation distinguish us from our competitors.

We believe that we compete favorably based on numerous factors, and that our deep, liquid markets, technology offerings, breadth of product offerings, new product development, highly differentiated proprietary data, customer relationships, efficient, secure settlement, clearing and other support services and our reputation distinguish us from our competitors.

We believe that to maintain our competitive position, we must continue to develop new and innovative products and services, enhance our technology infrastructure, maintain liquidity and offer competitive pricing.

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• Data Services:

Across all three of our segments and our various networks, our data services aim to address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation and competition, increasing technology and data demands, increasing automation, as well as passive investing and indexation.

We also believe our data services are uniquely relevant to our clients’ business operations and provide tools and services that enable greater workflow efficiency and, regardless of market conditions, are relied upon to serve the need for continuous information and analysis.

Across all three of our segments and our various networks, our data services aim to address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation and competition, increasing technology and data demands, artificial intelligence, increasing automation, as well as passive investing and indexation.

We also believe our data services and highly differentiated proprietary data are uniquely relevant to our clients’ business operations and provide tools and services that enable greater workflow efficiency and, regardless of market conditions, are relied upon to serve the need for continuous information and analysis.

– In our Exchanges segment, we offer proprietary real-time and historical pricing data, as well as order book and transaction information related to our global futures markets and the NYSE.

We also provide connectivity services directly related to those exchange platforms and clearing houses.

– In our Fixed Income and Data Services segment, we are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.

– In our Fixed Income and Data Services segment, we are a leading provider of end-of-day and continuous evaluated pricing services on over three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.

Our reference data offering complements our evaluated pricing by providing our clients with a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex.

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Our proprietary systems are built using state-of-the-art technology and are designed to support our customers' workflows across the networks we operate.

We employ a significant number of employees in technology-related activities, including product management, system architecture, software development, network engineering, server maintenance and continuity, cybersecurity, system and data performance, systems analysis, quality assurance, database administration and customer technical support.

We employ a significant number of employees in technology-related activities, including product management, system architecture, software development, artificial intelligence, data center engineering, network engineering, server maintenance and continuity, cybersecurity, system and data performance, systems analysis, quality assurance, database administration and customer technical support.

Speed, reliability, resilience, capacity and security are critical performance criteria for our electronic networks.

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Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.

In our Fixed Income and Data Services segment, we provide mission critical price transparency for nearly three million fixed income securities globally.

In our Fixed Income and Data Services segment, we provide mission critical price transparency for over three million fixed income securities globally.

Our fixed income customers rely on our data, indices and analytics to inform pre-trade decision making, support post-trade regulatory and compliance needs and improve operational efficiency.

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• Broad Distribution:

We operate multiple trading venues, including 13 regulated exchanges, as well as 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.

We operate multiple trading venues, including 13 regulated exchanges, as well as six clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.

Our ICE Global Network provides connectivity to over 150 trading venues and data from over 750 data sources, including ICE-operated markets and data services.

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In our Fixed Income and Data Services segment, we offer customers solutions that span their workflows including pre-trade analytics, an array of execution protocols, and post-trade services all designed to improve asset class transparency and bring efficiency to customers' workflows.

Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S.

In our Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S.

residential mortgage loans.

The markets in which we operate are highly competitive.

We face competition in all aspects of our business from a number of different enterprises, both domestic and international, including traditional exchanges, electronic trading platforms, investment banks, data vendors, voice brokers, and mortgage and other technology providers.

We face competition in all aspects of our business from a number of different enterprises, both domestic and international, including traditional exchanges and new entrants, electronic trading platforms, investment banks, data vendors, voice brokers, and mortgage and other technology providers.

Exchanges Segment

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• For corporate listings in the U.S., competitors include, but are not limited to, Nasdaq.

For ETF listings, competitors included, but are not limited to, Nasdaq and Cboe.

For ETF listings, competitors include, but are not limited to, Nasdaq and Cboe.

We also face competition for foreign issuer listings from a number of stock exchanges outside the U.S.

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Our growth has been driven by many factors, such as increased automation, regulation and demand for independent, secure, real-time information.

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

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

We will continue to look for strategic opportunities to grow our networks and expect to also continue to pursue opportunities in asset classes we do not currently serve.

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We expect to continue to develop our exchange technologies.

We also expect to continue to invest in mortgage technology to streamline and automate more workflows and build new capabilities.

We also expect to continue to invest in mortgage technology, including through artificial intelligence, to streamline and automate more workflows and build new capabilities.

Finally, we expect to add content and build new analytics to enable further electronification in fixed income markets.

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We may enter into business combinations, make acquisitions or enter into strategic partnerships, joint ventures or other alliances, any of which may be material.

In addition to growing our business, we may enter into these transactions for a variety of additional reasons, including leveraging our existing strengths to enter new markets or related asset classes, expanding our products and services, diversifying our business, addressing underserved markets, advancing our technology and anticipating or responding to regulatory or other potential changes in our industry or other industries.

In addition to growing our business,

we may enter into these transactions for a variety of additional reasons, including leveraging our existing strengths to enter new markets or related asset classes, expanding our products and services, diversifying our business, addressing underserved markets, advancing our technology and anticipating or responding to regulatory or other potential changes in our industry or other industries.

Information About Our Executive Officers

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regulated derivatives markets, RIEs are SROs with surveillance and compliance responsibilities.

• In the EU, ICE Endex is a regulated market in the Netherlands and its derivative markets are licensed under the Dutch Financial Services Act and supervised by the Dutch National Bank, or DNB, and the Netherlands Authority for the Financial Markets, or AFM.

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

Benchmarks Regulation, or U.K.

• In the EU, ICE Endex is a regulated market in the Netherlands and its derivative markets are licensed under the Dutch Financial Services Act and supervised by the Dutch Central Bank, or DNB, and the Netherlands Authority for the Financial Markets, or AFM.

• In Singapore, ICE Futures Singapore is an approved exchange supervised by the Monetary Authority of Singapore, or MAS.

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by the Bank of England, or BOE, as a Recognized Clearing House, is also subject to regulation by the CFTC as a DCO and by the European Securities and Markets Authority, or ESMA.

• In the EU, ICE Clear Netherlands is an authorized CCP and is regulated by the DNB and AFM.

• In the EU, ICE Clear Netherlands is an authorized CCP and is regulated by DNB, AFM and subject to oversight by ESMA.

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

• In Singapore, ICE Clear Singapore is an approved clearing house supervised by the MAS.

Regulation of our Securities Business

• In our cash equities and options markets, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Chicago are national securities exchanges and, as such, are SROs and subject to oversight by the SEC.

• In our cash equities and options markets, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Texas are national securities exchanges and, as such, are SROs and subject to oversight by the SEC.

Accordingly, our U.S.

securities exchanges are regulated by the SEC and, in turn, are the regulators of their members.

As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Chicago must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act.

As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Texas must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act.

• We operate a U.S.-based execution-oriented market for the trading of securities that are not exchange-listed (OTC securities) as an ATS by our SEC-registered broker-dealer, Archipelago Trading Services.

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ICE Bonds is subject to oversight by the SEC and is a member of FINRA and the Municipal Securities Rulemaking Board, or MSRB.

FINRA and MSRB are SROs that regulate broker-dealers in the U.S.

ICE Bonds is authorized to provide electronic trading services in Canada and Switzerland.

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• Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to bond transactions arranged on the MTF operated by Creditex Brokerage.

Both Creditex Brokerage and ICE Markets Limited are regulated and authorized by the U.K.’s Financial Conduct Authority, or FCA.

Both Creditex Brokerage and ICE Markets Limited are regulated and authorized by the FCA.

Creditex Brokerage is authorized to provide automated trading services in Hong Kong, Singapore and Switzerland and is subject to regulatory oversight by national competent authorities in each jurisdiction.

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

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

Regulation of our Custody Business

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

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

Regulation of our Data Business

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Regulation of our Index Business

We have an index business, ICE Data Indices, LLC, or ICE Data Indices, which includes equity, fixed income, commodity, volatility, mortgage, sustainability and foreign exchange indices.

ICE Data Indices applies the International Organization of Securities Commissions, or IOSCO, Principles for Financial Benchmarks to its indices, and is recognized as a third-country benchmark administrator by the FCA under the U.K.

Benchmarks Regulation, or U.K.

In addition, ICE Benchmark Administration Limited, or IBA, applies the IOSCO Principles for Financial Benchmarks to its indices and is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K.

We have an index business, ICE Data Indices, LLC, or ICE Data Indices, which includes equity, fixed income, commodity, volatility, mortgage, sustainability, foreign exchange and credit-sensitive indices.

ICE Data Indices applies the International Organization of Securities Commissions, or IOSCO, Principles for Financial Benchmarks to its indices.

ICE Data Indices is recognized as a third-country benchmark administrator by the FCA under the U.K.

BMR and has applied to ESMA for recognition as a third-country benchmark administrator under the EU Benchmarks Regulation, or EU BMR.

ICE Benchmark Administration Limited, or IBA, applies the IOSCO Principles for Financial Benchmarks to its regulated benchmarks and is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K.

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

Regulation of our Mortgage Business

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The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients.

The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.

The Federal Reserve also proposed to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.

Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at our clearing houses.

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capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity.

The Basel III Endgame received significant industry feedback, and in September 2024, Michael Barr, Vice Chairman for Supervision of the Federal Reserve, indicated that he intends to recommend that both the Basel III Endgame and G-SIB surcharge be re-proposed.

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

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

The Basel III Endgame received significant industry feedback, and in September 2025, Michelle Bowman, Vice Chair for Supervision at the Federal Reserve, indicated that a re-proposal is expected to be released in early 2026.

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

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

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

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

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

• Policy intervention to address high energy prices .

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In addition, in December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients.

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

• Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants .

In January 2025, the European Commission extended until June 2028 the temporary equivalence decision that allows continued access by EU firms to clear trades at U.K.

In January 2025, the European Commission adopted a new equivalence decision that allows continued access by EU firms to clear trades at U.K.

central counterparties until June 30, 2028.

Subsequently, in March 2025, ESMA

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

• Regulation of ESG data and ratings.

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The regulation introduces a regulatory regime for ESG rating providers operating in the EU and will take effect in July 2026.

Certain ICE Data Service offerings will likely be in scope and will be required to become authorized and supervised by ESMA.

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

Certain ICE Data Service offerings are in scope and will be required to become authorized and supervised by ESMA.

In October 2025, the U.K.

government published updated draft legislation that would bring ESG data providers under regulation starting in June 2028.

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

If adopted, certain ICE Data Service offerings could be subject to increased regulation and oversight by the FCA.

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In September 2024, the SEC adopted new rules regarding equity market structure which changed the minimum pricing increments, or tick sizes, for the quoting of certain stocks to allow these stocks to be priced with tighter spreads and reduced current fee caps exchanges can charge market participants for access to protected quotations.

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

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

These rules, including those currently stayed, could affect market and competitive dynamics for venues that facilitate trading of equity securities.

The compliance date for these rules is November 2026.

These rules, or others that the SEC may propose, could affect market and competitive dynamics for venues that facilitate trading of equity securities.

• EU Deforestation Regulation.

In December 2024, the EU postponed the effective date of the EU Deforestation Regulation, or EUDR, from December 30, 2024 to December 30, 2025 for large companies and to June 30, 2026 for small entities.

EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU

market, or exported from it.

In December 2025, the European Parliament and Council agreed to postpone the effective date of the EU Deforestation Regulation, or EUDR, for large companies to December 30, 2026, and to June 30, 2027, for small entities.

The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S.

of the Coffee C Contract (Arabica).

• EU DORA Regulation.

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

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

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

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

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

• EU Market Infrastructure Reform.

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

If enacted, the proposal could change the supervisory structure for ICE Endex and ICE Clear Netherlands.

• Bank of England CCP Reforms.

In July 2025, the BOE published a consultation on the U.K.'s regulatory framework for CCPs which included proposals to increase CCP default fund contributions and to increase governance and operational requirements.

Many of the proposed changes exceed those required by other global CCP regulatory regimes and, if enacted as drafted, could increase the cost of operating a CCP and affect the competitive position of U.K.

We are monitoring the proposal and any impact on ICE Clear Europe.

Benchmark Regulation.

In December 2025, HM Treasury launched a consultation proposing to repeal and replace the U.K.

BMR with a new framework that narrows regulatory oversight to only those benchmarks and administrators that could pose systemic risks to U.K.

See the discussion below and Item 1(A) “- Risk Factors” in this Annual Report for additional description of regulatory and legislative risks and uncertainties.

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The website to access our X account is https://x.com/ICE_Markets.

References in this Annual Report to our website address, to the SEC’s website address and to our account on X do not constitute incorporation by reference of the information contained on the website and should not be considered part of this Annual Report.

References in this Annual Report to our website address, to the SEC’s website address and to our social media, including our account on X, do not constitute incorporation by reference of the information contained on the website and should not be considered part of this Annual Report.

In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee and (iv) Risk Committee, as well as our Global Code of Business Conduct, which includes information regarding our whistleblower hotline information, Board of Directors Governance Guidelines and Board Communication Policy.

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• Owning clearing houses exposes us to risks, including risks related to defaults by clearing members, risks related to investing margin and guaranty funds and the cost of operating the clearing houses.

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

• If the value of collateral held as margin or guaranty fund contributions by our clearing houses declines or a collateral issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses.

• Owning and operating cash equity and options exchanges exposes us to risks, including the regulatory responsibilities to which these businesses are subject.

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• We may not be successful in offering new products or technologies or in identifying opportunities.

• Climate change poses operational, commercial, reputational, regulatory and financial risks.

• Climate-related risks pose operational, commercial, reputational, regulatory and financial risks.

• We face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on sustainability-related topics, including in connection with a transition to clean and renewable energy.

• We have in the past been, and may in the future be, required to recognize impairments of our goodwill, other intangible assets or investments.

• Our majority investment in Bakkt Holdings, Inc., or Bakkt, may introduce additional risks to our business due to its evolving business model.

• Our ownership of a digital currency custody business may introduce additional risks to our business due to its evolving business model.

• Pandemics and other public health emergencies could adversely affect our business, results of operations and financial condition.

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

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

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

If our customers reduce spending, workforce, mortgage origination, mortgage servicing activity or trading activity, or if there is reduced demand for financial and property data as a result of adverse macroeconomic conditions, our revenues could decline.

During 2024, macroeconomic conditions, including interest rate, inflation and market volatility, the presidential election in the United States and general elections in many jurisdictions in the U.S.

and abroad, along with geopolitical concerns, including the conflicts in Ukraine and the Middle East, created economic and political uncertainty and volatility in global markets, which resulted in a dynamic operating environment and impacted our operations and results.

We expect these impacts may continue in 2025.

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

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

Changes in monetary policies resulting from contrasting election results in many of the countries in which we operate, such as the U.S., U.K.

and EU, could impact our business.

During 2025, macroeconomic conditions, including changes in the interest rate environment, inflation, and increased market volatility, as well as changes in government policies implemented by new political administrations in the United States and in many other non-U.S.

jurisdictions abroad, alongside other geopolitical events, such as the conflicts in Ukraine and the Middle East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued economic and political uncertainty and volatility in global markets.

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

We expect that these impacts may continue in 2026.

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

In 2025, many of the new political administrations, such as new governments in the U.S.

and U.K., adopted domestic growth agendas and implemented new policies aimed at addressing escalating costs of living.

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

For example, U.S.

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

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

Beginning in 2022, the Russia-Ukraine conflict has been a catalyst for an energy crisis in Europe.

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

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

See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.

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• political uncertainty and discord could negatively impact us if we are viewed as taking a political stance that is contrary to our customers’ beliefs or principles;

• the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes;

• the impact of climate-related risks and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes;

• a prolonged decrease in volatility in the financial markets;

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Further, NYSE’s revenue increases when more companies are seeking access to public markets, and on the NYSE specifically.

Reduced demand for IPOs as compared to historical levels, or issuers choosing to list on venues other than the NYSE, have had and could continue to have an adverse effect on our revenues.

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

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

For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy, mortgage lending volume decreased substantially.

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Factors that are currently adversely impacting mortgage lending volumes include elevated mortgage interest rates, as well as housing affordability and availability.

Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment,

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

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

Although certain of our mortgage technology products, in particular those supporting default management, may see higher demand during times of rising mortgage foreclosure volume, this increase in demand may be outweighed by the impacts of reduced mortgage lending volume and in the aggregate may have a material adverse effect on our business, financial condition, and results of operations.

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

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

An inflationary environment generally also reduces consumer optimism, resulting in lower demand for mortgage loans.

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

Higher inflation levels could adversely affect our business, including by further increasing the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.

Increases in inflation in recent years have impacted the credit health of some market participants and increased the risk of default.

An inflationary or volatile environment generally reduces consumer optimism and contributes to affordability challenges, resulting in lower demand for mortgage loans.

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

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

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

Factors that are particularly likely to affect price and interest rate levels and volatility, and thus trading and mortgage loan production volumes, include:

• global economic and market conditions;

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

and the U.K.;

• concerns over recession, inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy, including actions by the Federal Reserve and other foreign monetary units governing bodies, developments related to the U.S.

federal debt ceiling, including the possibility of a government shutdown, default by the U.S.

• global political conditions;

• concerns over recession, inflated asset prices, inflation, deflation, legislative, regulatory and governmental policy changes, government fiscal and monetary policy, including actions by the Federal Reserve and other foreign monetary units governing bodies, developments related to the U.S.

federal debt ceiling, including the possibility of additional government shutdowns, risk of default by the U.S.

government on its debt obligations or related credit rating downgrades, and investor and consumer confidence levels.

Factors that are particularly likely to affect trading volumes include:

Additional factors that are particularly likely to affect trading volumes include:

• weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;

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Any one or more of these or other factors, which are beyond our control, may reduce volumes and trading activity.

Further, lower market volatility could also result in more exchanges competing for trading volumes to maintain their growth.

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

could be jeopardized.

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

Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.

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We may be more likely than other companies to be a target of cyberattacks and other cybersecurity risks due to our role in the global financial ecosystem and the high-profile nature of many of our businesses that deliver critical services to a broad range of financial market participants.

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

For a discussion of our cyber risks, see "—Item 1- "Business—Cybersecurity".

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It is impossible to precisely predict the likelihood or impact of any cyberattack on the securities industry generally, or on our business.

In the event of a cyberattack or a threat of a cyberattack, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business.

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

to maintain our business.

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

Any of these events could adversely affect our business, financial condition and operating results.

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Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K.

and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.

and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations or individuals that employ threatening or harassing means to achieve their social or political objectives.

Damage to our business or facilities due to such attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all.

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As of December 31, 2025, we custody a total of $81.2 billion of clearing members' margin and guaranty funds across all of our clearing houses.

To the extent available, ICE clearing houses use Sovereign Central Banks to

custody assets.

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

For example, ICE Clear Credit holds the U.S.

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Although our clearing houses have policies and procedures to manage the risks to which they are exposed, including collecting margin and guaranty fund contributions from clearing members, such policies and procedures may not succeed in preventing losses after a member's or counterparty’s default.

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

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

In addition, from time to time, we may redesign the methodology of the risk models that are utilized to calculate margin.

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Accordingly, it is possible that we would be materially and adversely affected in the event of one or more significant defaults.

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

We also have default insurance that resides after and in addition to the ICE Clear Credit, ICE Clear Europe, and ICE Clear U.S.

We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the

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

We also have default insurance that resides after and in addition to the ICE Clear Credit (for CDS clearing), ICE Clear Europe, and ICE Clear U.S.

‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members.

Notwithstanding these actions, the default of one or more of the clearing members could subject our business to substantial losses and/or cause our customers to lose confidence in our clearing houses and, as a result, in our exchange traded business in general.

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

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

Treasury clearing.

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

Treasury clearing market may limit the commercial success of this offering.

While ICE Clear Credit has established the U.S.

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

Treasury clearing business could adversely affect the CDS clearing business.

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

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

Our clearing houses hold a substantial amount of assets as margin or guaranty fund contributions, which comprise U.S.

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Sovereign treasury securities have historically been viewed as one of the safest and most liquid securities for clearing houses to hold due to the perceived credit worthiness of major governments.

If there is a collapse in a specific currency relied upon by our clearing houses, our clearing houses could face significant expenses and such an event could cause a credit contraction and major swings in asset prices and exchange rates.

If there is a significant decline in the value of collateral relied upon by our clearing houses, our clearing houses could face significant expenses and such an event could cause a credit contraction and major swings in asset prices.

To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions;

however, market conditions could change more quickly than we adjust the amount of the haircuts and the haircuts could be insufficient in the event of a sudden market event.

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

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

however, market conditions could change more quickly than we expect, and we may be unable to adjust the amount of the haircuts or the haircuts could be insufficient in the event of a sudden market event.

If the value of collateral declines significantly, our clearing houses will need to collect additional margin or guaranty fund contributions from their clearing members, which may be difficult for the members to supply, particularly during times of financial stress.

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

If any clearing members default as a result of the reduction in the value of margin or guaranty fund contributions, our clearing houses and trading business could suffer substantial losses as a result of the loss of any capital that has been contributed to the clearing house’s guaranty funds and a loss of confidence by clearing members in the clearing house, resulting in a reduction in volumes of future cleared transactions.

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Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to risks.

Adverse economic conditions and legal and regulatory changes

similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.

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

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

regulatory standards or requirements.

Any of these could reduce our revenues, including market data and listing fee revenue.

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For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws and other applicable laws.

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

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

We must allocate significant resources to fulfill our regulatory and self-regulatory responsibilities.

The business objectives of exchanges might conflict with the exchanges’ regulatory and self-regulatory responsibilities.

In addition, the listing of our common stock on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand.

In addition, the listing of our common stock, or the stock of companies in which we invest, on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand.

While we have structural protections to minimize these potential conflicts, we cannot be sure that such measures will be successful.

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Any denial or delay in approving changes, or a failure to file changes that regulators view as required, could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.

The SEC continues to challenge fee filings on securities market data, which has in the past negatively impacted and could in the future negatively impact the value of proprietary data products.

Challenges by the SEC to fee filings on securities market data have in the past negatively impacted and could in the future negatively impact the value of proprietary data products.

See Item 1 “- Business - Regulation” above for additional information regarding regulatory changes impacting our cash equities and options exchanges, including risks to our business associated with possible regulation of services offered by non-exchange affiliates.

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Also, offering new products and services and pursuing acquisitions requires substantial time and attention of our management team, which could prevent them from successfully overseeing other initiatives that are necessary for our success.

Climate change poses operational, commercial, reputational, regulatory and financial risks.

Climate change may increase the frequency or severity of extreme weather events and other natural disasters, and such events could negatively impact our activities and results of operations and impact the activities of our customers or third-party vendors or suppliers.

The physical commodities and assets underlying certain of our markets may also be impacted by climate change, which could impact users of our markets.

The risks associated with climate change may evolve rapidly and we expect that climate change-related risks may increase over time.

Climate-related risks pose operational, commercial, reputational, regulatory and financial risks.

Climate-related risks and increases in the frequency or severity of extreme weather events and other natural disasters, and such events could negatively impact our activities and results of operations and impact the activities of our customers or third-party vendors or suppliers.

The physical commodities and assets underlying certain of our markets may also be impacted by climate-related risks and extreme weather events, which could impact users of our markets.

The risks associated with extreme weather events and other natural disasters may evolve rapidly and we expect that climate-related risks may increase over time.

We face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on sustainability-related topics, including in connection with a transition to clean and renewable energy.

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Changing market demands and preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers.

In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatory or legislative changes by the U.S.

In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatory, legislative or policy changes by the U.S.

government with regard to energy policy and related subsidies, incentives or penalties, may negatively impact trading on our markets and have an adverse effect on the activities of our customers or third-party vendors, which could negatively impact our revenues.

Furthermore, lawmakers in many jurisdictions have proposed or adopted laws, regulations or policies on sustainability-related topics, including climate change and diversity, equity and inclusion, that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate.

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

We are subject to risks related to this and other such laws, regulations or policies, which could impact us and our customers and result in increased regulatory, compliance, reputational or operational challenges and costs.

Furthermore, lawmakers in many jurisdictions have proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate.

We are subject to risks related to the uncertainty in connection with changing policies and particularly with respect to any divergence in such laws, regulations or policies, which could impact us and our customers and result in increased regulatory, compliance, reputational or operational challenges and costs.

We have in the past been, and may in the future be, required to recognize impairments of our goodwill, other intangible assets or investments.

The determination of the value of goodwill and other intangible assets requires the use of estimates and assumptions that affect our consolidated financial statements.

As of December 31, 2024, we had goodwill of $30.6 billion and net other intangible assets of $16.3 billion relating to our acquisitions, including our acquisition of Black Knight in September 2023, and our purchase of trademarks and Internet domain names from various third parties.

During 2024 and 2023, we recorded an impairment on certain developed technology trademark definite-lived intangible assets, respectively, and during 2022, we recorded an impairment of our equity investment in Bakkt.

As of December 31, 2025, we had goodwill of $30.6 billion and net other intangible assets of $15.4 billion relating to our acquisitions, including our acquisition of Black Knight in September 2023.

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

During 2024 and 2023, we recorded impairments on certain developed technology and trademark finite-lived intangible assets, respectively.

We cannot assure you that we will not experience future events that may result in these types of impairments.

An impairment of the value of our existing goodwill, other intangible assets and other investments and assets could have a significant negative impact on our future operating results.

For additional information on our goodwill, other intangible assets and investments, refer to Notes 3, 4 and 9 to our consolidated financial statements and “- Critical Accounting Policies - Goodwill and Other Identifiable Intangible Assets” in Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in this Annual Report.

Our majority investment in Bakkt may introduce additional risks to our business due to its evolving business model.

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

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

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

We have reviewed certain Bakkt performance indicators noting that, starting as of September 30, 2023, Bakkt has disclosed that it is monitoring its ability to continue as a going concern.

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

The carrying value of our equity method investment in Bakkt has been reduced to zero as of December 31, 2024.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For additional information on our goodwill, other intangible assets and investments, refer to Notes 3, 4 and 9 to our consolidated financial statements and “- Critical Accounting Estimates - Goodwill and Other Intangible Assets Impairment Assessment” in Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in this Annual Report.

Our ownership of a digital asset custody business may introduce additional risks to our business due to its evolving business model.

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

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

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

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

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

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

Additionally, custodial platforms are prime targets for hackers.

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

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

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

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

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

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

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

Pandemics and other public health emergencies could adversely affect our business, results of operations and financial condition.

The coronavirus (COVID-19) pandemic created economic and financial disruptions globally and led governmental authorities to take unprecedented measures to mitigate the spread of the disease.

From an operational perspective, the

spread of COVID-19 resulted, and the emergence of a new pandemic or other health emergency could in the future result, in temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.

From an operational perspective, the spread of COVID-19 resulted, and the emergence of a new pandemic or other health emergency could in the future result, in temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.

We cannot assure you that such measures will adequately protect our business, and such measures could introduce new operational risks, including, but not limited to, cybersecurity risk, and strain our technological resources and business continuity plans.

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Our inability to acquire suitable hardware and related products on acceptable terms or the loss of key suppliers could negatively affect our business.

Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual obligations to us and impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so, adversely affect our operations, business, financial condition or results of operations.

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

obligations to us and impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so, adversely affect our operations, business, financial condition or results of operations.

LEGAL AND REGULATORY

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In many cases, our activities are subject to overlapping and divergent regulation in different jurisdictions.

The adoption of new laws or regulations or changes in regulations or enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.

The adoption of new laws or regulations, changes in governmental policies or changes in regulations or enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.

EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including pricing-limiting mechanisms on exchange-traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets.

Trading volumes on ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts, could be impacted.

Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and impacts our businesses and those of our clients.

Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and continues to impact our businesses and those of our clients.

There may be additional regulatory changes forthcoming and additional impacts to our business.

We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S.

Following the acquisition of Black Knight, we are subject to enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.

Changes to existing laws or regulations or adoption of new laws or regulations that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.

We are subject to enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.

Changes to existing laws, regulations or policies, or the adoption of new laws, regulations or policies that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.

Alternatively, reduced regulatory requirements could also reduce the demand for certain of our products and services, which are intended to enable our customers to satisfy existing regulatory requirements.

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The expansion of our business in the U.S.

residential mortgage market increases the impact of data privacy legislation on our business.

These developments could impact our profitability in the affected jurisdictions, or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions, or could cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving all or certain of our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.

residential mortgage market increases the impact of data privacy legislation and regulation on our business.

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

and EU legal and regulatory developments, in particular EMIR, EMIR 3.0, U.K.

Markets in Financial Instruments Directive II, or U.K.

MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU Benchmarks Regulation, or EU BMR, including each such regulation as incorporated into U.K.

MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU BMR, including each such regulation as incorporated into U.K.

law, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.

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In 2016, the SEC approved a plan to establish a market-wide consolidated audit trail, or the CAT, to improve regulators’ ability to monitor trading activity.

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

In 2024, the final phase went live.

In addition to increased risk in connection with our regulatory obligations, the implementation of the CAT could result in significant additional expenditures, which may not be reimbursed.

Prior to SEC approval of billing of certain costs to broker-dealers beginning in 2024, funding for the CAT was provided primarily by the SROs, partly in exchange for promissory notes, which increased the risk that SROs, including us, will not be fully reimbursed for costs expended to build and operate the CAT.

In addition to increased risk in connection with our regulatory obligations, the implementation of the CAT has resulted in, and in the future could continue to result in significant additional expenditures, which may not be reimbursed, especially in light of a court challenge to the CAT funding model in the United States Court of Appeals for the Eleventh Circuit and follow-on cases.

Funding for the CAT has been provided primarily by the SROs, partly in exchange for promissory notes, which increased the risk that SROs, including us, will not be reimbursed in whole or in part for costs expended to build and operate the CAT or for future promissory notes, if any.

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

Due to the replacement of the original plan processor, we recorded promissory note impairment charges of $16 million, $2 million and $16 million in 2023, 2020 and 2019, respectively.

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

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

As of December 31, 2025, we have accrued approximately $88 million as a receivable in connection with our portion of expenses related to the CAT implementation.

In addition, there are additional risks to SRO participants related to regulatory actions or fines in connection with the operation and use of the CAT, including the storage of sensitive and confidential information.

In addition, there are risks to SRO participants related to regulatory actions or fines in connection with the operation and use of the CAT, including the storage of sensitive and confidential information, potential misuse by users with access to the system or if the plan participants do not renew a contract with the plan processor.

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

There is an increased focus on, and scrutiny of, ESG data and ratings providers by regulators and policymakers.

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If adopted, certain of our offerings could be subject to increased regulation and oversight by the FCA.

In each instance, our ESG data products and services may be subject to additional

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

In each instance, our ESG data products and services may be subject to additional regulation and may require authorization and supervision by the relevant regulator, which could result in additional operating costs.

Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees and imposition of market access rules for third-country providers.

These requirements may increase our regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.

The recently enacted GENIUS Act in the U.S.

establishes a framework for regulating stablecoins and legislative proposals in the U.S.

and EU that, if enacted, will regulate digital assets and could adversely affect our ability to compete if they permit different standards or requirements for certain entities or technologies.

We are subject to tax laws, regulations, rulings and audits in multiple U.S.

jurisdictions that could have a significant impact on our business and lead to additional expenditures for us or our customers.

For example, there have been discussions in various jurisdictions around financial transaction or digital service tax frameworks as well as global minimum corporate income tax rates.

For example, there have been discussions in various jurisdictions around financial transaction or digital service tax frameworks as well as global

minimum corporate income tax rates.

Changes to tax frameworks in jurisdictions where we operate significant business, for example, the U.S., the U.K.

and the EU have the potential to increase costs to us or to our market participants and discourage participation in the markets we operate.

and the EU have increased costs in the past, and may in the future increase costs to us or to our market participants and discourage participation in the markets we operate.

Furthermore, implementation of any new or amended tax laws or regulations could impact our global operations, trading volumes or financial results.

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residential mortgage industry, including the FFIEC and its member agencies, and the CFPB, among others.

In addition, our acquisition of ICE Digital Trust, which is a New York limited purpose trust company, subjects us to additional regulation and oversight by the NYDFS, including requirements to comply with additional cybersecurity, anti-money laundering, capital adequacy and digital asset safekeeping requirements.

Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may be material.

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We continue to face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance of our business.

Failure to comply with remediation requirements from such examinations could result in enforcement actions.

Any enforcement matters by regulators may result in material adverse consequences to our financial condition, operating results or ability to conduct our business, including adverse judgments, settlements, fines, penalties, injunctions, restrictions on our business activities or other relief.

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Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government or regulatory agencies may result in additional litigation, investigations or proceedings as other litigants and government or regulatory agencies begin independent reviews of the same businesses or activities.

Finally, the implementation of new legislation or regulations, or changes in or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs and impede our ability to remain competitive and grow our business.

Finally, the implementation of new legislation or regulations, issuances of executive orders or changes in or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs and impede our ability to remain competitive and grow our business.

Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market and mortgage data and technology and connectivity fees.

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equities and equity options exchanges, our ability to assess fees for market data products and certain connectivity fees are subject to review by the SEC.

There continue to be opposing industry viewpoints as to the extent that our U.S.

There continues to be opposing industry viewpoints as to the extent that our U.S.

equities and equity options exchanges should be able to charge for market data and market access, and the manner in which we set such exchange fees could be reassessed.

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and EU law and through domestic laws.

In February 2022, the European Commission extended its temporary equivalence decision for U.K.

CCPs until June 30, 2025.

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

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

In January 2025, the European Commission adopted a new equivalence decision that allows continued access by EU firms to clear trades at U.K.

central counterparties until June 30, 2028.

Subsequently, in March 2025, ESMA extended the tiering determination and temporary recognition decisions for ICE Clear Europe until June 30, 2028, which allows continued access for EU firms to clear trades at ICE Clear Europe.

In the absence of an extension of the temporary equivalence or permanent equivalence of U.K.

CCPs by the European Commission, EU persons would be restricted in accessing clearing services at ICE Clear Europe, which could impact clearing revenues, and could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.

In June 2023, the FSMA 2023 was enacted, which makes significant changes to U.K.

In June 2023, the Financial Services and Markets Act 2023, or FSMA 2023, was enacted, which makes significant changes to U.K.

financial services regulation and incorporates considerations of the HM Treasury's March 2022 Wholesale Markets Review.

The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCP’s rulebook.

In addition, in July 2025, the BOE published a consultation on the U.K.'s regulatory framework for CCPs.

The proposals for U.K.

CCPs, if finalized, would increase the costs of operating a CCP in the U.K., raise regulatory burdens on U.K.

CCPs and could consequently have a negative effect on revenue earned by U.K.

CCPs and ICEU and place U.K.

CCPs at a competitive disadvantage.

As a result of the U.K.

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Any failures, negative publicity or lawsuits related to our subsidiaries' administration of benchmarks and indices could result in a loss of confidence in the administration of these benchmarks and indices and could harm our business and our reputation.

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

Our subsidiary, IBA, administers various globally important benchmarks, including ICE Swap Rate.

IBA was the administrator of LIBOR until the cessation of the benchmark at the end of September 2024.

As a “critical” benchmark, LIBOR was subject to a wind-down prior to its ultimate cessation, which included a period during which IBA was compelled by the FCA to continue to publish certain LIBOR settings under a changed "synthetic" methodology.

Any LIBOR settings published under a “synthetic” methodology were not representative of the underlying market or economic reality such settings were intended to measure prior to the period of compulsion.

On November 13, 2024, ICE Swap Rate was designated as a “critical” benchmark, and, as a result, administration of the benchmark is subject to additional obligations under the UK Benchmark Regulation.

These include the ability of the FCA to compel continued administration of ICE Swap Rate for up to 10 years if the administrator intends to cease providing the benchmark, to impose changes in the way the benchmark is determined if the FCA believes the benchmark is unrepresentative or its representativeness is at risk and to apply prohibitions and restrictions on the use of the benchmark in certain circumstances.

Any failures, negative publicity or lawsuits related to IBA’s administration of LIBOR, including during the period of “synthetic” LIBOR, or ICE Swap Rate, could result in a loss of confidence in our subsidiaries’ administration of benchmarks and indices and could harm our business and our reputation.

Benchmarks administered by our subsidiaries outside of the EU may continue to be used by supervised entities in the EU under transitional provisions of the EU Benchmarks Regulation until December 31, 2025, after which time those subsidiaries, as administrators of "third-country" benchmarks, will need to utilize one of the mechanisms provided under that regulation in order for EU-supervised entities to continue to use their third-country benchmarks.

To the extent our subsidiaries are unable to utilize one of those mechanisms for any reason once transitional provisions end, there is a risk that EU-supervised entities will not be able to continue to license and use their benchmarks, which could harm our business and our reputation.

In addition, certain authorities, including those in the U.S., the U.K.

As a “critical” benchmark, the administration of ICE Swap Rate is subject to additional obligations under the U.K.

the benchmark in certain circumstances.

Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks or risks to our reputation, and could have an adverse impact on our business, financial condition and operating results.

Any failures, negative publicity or lawsuits related to our subsidiaries’ administration of benchmarks could result in a loss of confidence in our subsidiaries’ administration of benchmarks and indices and could harm our business and our reputation.

Following Brexit, supervised entities in the EU have been able to continue to use benchmarks administered by our subsidiaries outside of the EU under certain transitional provisions of the EU BMR.

These transitional provisions expired on December 31, 2025.

On January 1, 2026, the EU BMR was amended to reduce its scope to cover only certain benchmarks.

Our subsidiaries outside of the EU that administer benchmarks which continue to be in scope of the regulation have sought recognition in order for EU-supervised entities to continue to be able to use these benchmarks.

To the extent such subsidiaries are unable to obtain recognition for any reason or EU-supervised entities are otherwise unable to continue to license and use their in scope benchmarks, our business and our reputation could be harmed.

In addition, certain authorities, including those in the U.K.

and the EU, have issued consultations to gather feedback on index provider businesses or are undertaking reviews of current regulations.

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We may face liability for content contained in our data products and services.

We have been, and may in the future be, subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence or based on other theories of liability, in each case relating to the data, articles, commentary, ratings, information or other content we distribute in our financial data services.

If such data or other content or information that we distribute has errors, is delayed or has design defects, we could be subject to liability or our reputation could suffer.

We could also be subject to claims based upon the content that is accessible from our corporate website or those websites that we own and operate through links to other websites.

Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us for significant amounts.

Use of our products and services as part of the investment process creates the risk that clients, the parties whose assets are managed by our clients or the parties that invest in financial products that utilize our products and services, may pursue claims against us for significant amounts.

Any such claim, even if the outcome were ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources.

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For example, dissatisfied market participants that have traded on our electronic platforms or those on whose behalf such participants have traded may make claims regarding the quality of trade execution, or allege improperly confirmed or settled trades, abusive trading practices, security and confidentiality breaches, mismanagement or even fraud against us or our participants.

In addition, because of the ease and speed with which sizable trades can be executed on our electronic platform, participants can lose substantial amounts by inadvertently entering trade orders or by entering them inaccurately.

A large number of significant error trades could result in participant dissatisfaction and a decline in participant willingness to trade in our electronic markets.

Matters relating to such trading events can also result in reviews, inspections, examinations and investigations by our regulators, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions .

In addition, we are subject to legal disputes that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future.

Matters relating to such trading events can also result in reviews, inspections, examinations and investigations by our regulators, any of

which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions .

In addition, we are subject to, and in the future may be subject to, additional legal and regulatory disputes and enforcement actions that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future.

See Item 3 "Legal Proceedings" in this Annual Report for a general description of our legal proceedings and claims and Note 16 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal proceedings.

The outcome of any of these legal proceedings that remain unresolved cannot be determined and adverse rulings in these matters could impact our financial condition and continued operations.

In addition, the scope of our business and operations increases the risk of different regulators across multiple jurisdictions bringing overlapping claims, which could expose us to additional fines, penalties or damages as a result of a single incident.

Further, we have incurred significant expenses defending the claims mentioned above and will likely incur significant expenses defending any future claims, even those without merit.

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Some of our products and services involve the storage and transmission of proprietary information and sensitive or confidential client and other data, including client portfolio information or personally identifiable information.

If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party.

Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, resulting in litigation, regulatory action and potential liability for us, damaging our brand and reputation or otherwise harming our business.

Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.

If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, misappropriate, delete or modify our confidential information or that of a third party.

Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, which could result in litigation, regulatory action and potential liability for us, damaging our brand and reputation or otherwise harming our business.

Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, deepfake scams, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.

The financial services industry has been targeted for purposes of political protest, activism and financial gain and our role in the global marketplace places us at greater risk than other public companies for cyberattack and other information security threats.

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Although we have not been subject to cyberattacks or other cyber incidents that have had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity events including distributed denial of service, or DDoS, attacks, malware infections, phishing, web attacks, zero day and/or emerging vulnerabilities with known exploits and other information technology incidents that are typical for a financial services company of our size.

For example, although not material, we experienced DDoS attempts, brand misuse, and phishing attempts directed toward

employee systems and employee email accounts during 2024.

While we operate an Information Security program that is designed to prevent, detect, track and mitigate cyber incidents and that has detected and mitigated such incidents in the past, we cannot assure you that these measures will be sufficient to protect our business against future attacks.

Any such attacks could result in reputational damage, cause system failures or delays that could cause us to lose customers, cause us to experience lower current and future trading volumes or incur significant liabilities or have a negative impact on our competitive position.

In addition, given the increasing complexity and sophistication of the techniques used to obtain unauthorized access or disable or degrade systems, a cyberattack could occur and persist for an extended period of time before being detected, and we may not anticipate these acts or respond adequately or timely.

For example, although not material, we experienced DDoS attempts, brand misuse, cyber fraud attempts, and phishing attempts directed toward employee systems and employee email accounts during 2025.

these acts or respond adequately or timely.

The extent of a particular cyber incident and the steps that we may need to take to investigate the incident may not be immediately clear, and it may take a significant amount of time before such investigation can be completed and full and reliable information about the incident is known.

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Our systems, or those of our third-party providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following or other issues:

• unanticipated disruption in service to our participants;

• unanticipated disruption in service to our participants and customers;

• slower response time and delays in our participants’ trade execution and processing;

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• distribution of inaccurate or untimely market data;

• disruption to ICE Mortgage Technology and our loan origination and servicing systems;

• financial loss to us or those who depend on our systems and data.

For example, our business was impacted by the CrowdStrike outage in July 2024, and although impact to us from the outage was limited in scope and not material, we cannot make assurances that we will not experience future events that may be material.

We have experienced system failures in the past due to telecommunication failures and hardware and software malfunctions and defects, and could experience future system failures due to power or telecommunications failures, human error on our part or on the part of our vendors or participants, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, cyberattacks, intentional acts of vandalism or terrorism and similar events.

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An interruption or cessation of an important service, data or content supplied by any third party, or the loss of an exclusive license, could have a material adverse effect on our business.

We depend on a number of suppliers, such as online service providers, hosting service and software providers, data processors, data centers, software and hardware vendors, banks, local and regional utility providers, and telecommunications companies for elements of our trading, clearing, data services, mortgage technology applications and other systems.

telecommunications companies for elements of our trading, clearing, data services, mortgage technology applications and other systems.

We rely on access to certain data used in our business through licenses with third parties, and we rely on a large international telecommunications company for the provision of hosting services.

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The general trend toward industry consolidation increases the risk that these services may not be available to us in the future.

If these companies were to experience difficulties, discontinue providing services to us for any reason or be unable to or fail to provide the type of service agreed to for any reason, we would likely experience significant disruption to our business and may be subject to litigation by our clients, increased regulatory scrutiny or regulatory fines or damage to our reputation.

If these companies were to experience difficulties, discontinue providing services to us for any reason or be unable to or fail to provide the type of service agreed to for any reason, we would likely experience significant disruption to our business or experience a degradation in the quality of our products and services.

We may therefore be subject to litigation by our clients or parties that are investors in financial products that utilize our products and services, or face increased regulatory scrutiny or regulatory fines or damage to our reputation.

It could require a significant amount of time and additional resources to transition to new third-party service providers or to enter into new commercial arrangements in order to offset loss of services to our clients.

Our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for use in our products and services or for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.

In addition, our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for use in our products and services or for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.

As a result of these audits, we have incurred and may in the future incur additional expenses.

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Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts.

Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage, defamation, data privacy and cybersecurity, among others.

Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, transparency, bias, discrimination, intellectual property infringement, misappropriation or leakage, defamation, data privacy and cybersecurity, among others.

We are also exposed to risks related to the use of artificial intelligence technologies by third-party vendors, clients and other financial intermediaries.

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The use of artificial intelligence may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm.

Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features

or functionality, or cost, to our offerings, or could negatively impact our business by causing our clients to rely less on our products and services.

Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features or functionality, or cost, to our offerings, or could negatively impact our business by causing our clients to rely less on our products and services.

For example, in connection with our data services offerings, artificial intelligence may allow for the commoditization of certain data pricing products.

In addition, clients may use artificial intelligence to develop in-house pricing capabilities, which could reduce demand for our evaluated pricing services and exert downward pressure on fees.

Any of these factors could adversely affect our business, reputation or operating results.

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Current economic, market, social, and political conditions and demand for hybrid working options have increased talent risk, which has led to higher employee attrition and made recruitment for certain positions more difficult, and could lead to a loss of top performers and make it more difficult to fill key positions.

For example, our in-office requirements, as well as the location of our offices, and our remote working arrangements may not meet the needs or expectations of our employees, including senior management or other key employees, or may not be viewed as competitive, which could negatively impact our ability to attract and retain highly skilled employees.

For example, our in-office requirements, as well as the location of our offices, and our limited remote working arrangements may not meet the needs or expectations of our employees, including senior management or other key employees, or may not be viewed as competitive, which could negatively impact our ability to attract and retain highly skilled employees.

In addition, we operate globally and geopolitical events or conflicts in the countries or regions in which we operate could lead to physical risks to our personnel and disruption to business continuity that could negatively impact our ability to execute our business strategy.

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We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or our ability to satisfy our debt service obligations.

As of December 31, 2024, we had $20.4 billion of outstanding debt, inclusive of approximately $19.8 billion of senior notes and approximately $529 million of commercial paper.

As of December 31, 2025, we had $19.6 billion of outstanding debt, inclusive of approximately $18.6 billion of senior notes and approximately $1.0 billion of commercial paper.

This level of indebtedness could have important consequences to our business, including making it more difficult to satisfy our debt service obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.

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• regulated, diversified futures exchanges that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange;

• exchanges offering listing and trading of cash equities, ETFs, closed-end funds and other structured products similar to those offered by us;

• existing and newly formed exchanges offering listing and trading of cash equities, options, ETFs, closed-end funds and other structured products similar to those offered by us;

• market and mortgage data and information vendors, and financial firm consortia and single financial institutions selling such data and information;

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A decline in our fees due to competitive pressure or regulatory changes, the inability to successfully launch new products or the loss of customers due to competition could lower our revenues, which would adversely affect our profitability.

For example, our data service offerings have benefited from a high renewal rate in its subscription-based services, but we cannot assure you that this will continue.

For example, our data service offerings have benefited from a high renewal rate in their subscription-based services, but we cannot assure you that this will continue.

We also cannot assure you that we will be able to continue to expand our product offerings, modify the pricing for our products or retain our current customers or attract new customers.

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To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and reliability of our electronic platforms and our proprietary and acquired technology.

The financial services industry is characterized by rapid technological change, change in use patterns, change in client preferences, frequent product and service introductions, the emergence of new industry standards and practices and increased consolidation through mergers and acquisitions activity that results in new competitors or expanded product offerings by current competitors.

The financial services industry is characterized by rapid technological change, change in use patterns, change in client preferences, frequent product and service introductions, the emergence of new industry standards and practices, the emergence of new competitors in the form of financial technology companies and increased consolidation through mergers and acquisitions activity that results in new competitors or expanded product offerings by current competitors.

For example, financial institutions are investing significantly in new technologies involving artificial intelligence and machine learning to deliver solutions at lower prices, more efficiently or more conveniently.

In addition, as the demand for certain assets and markets to be available 24/7 and the demand for settlement on-chain increases, if we do not innovate, we risk being displaced or disintermediated.

Existing competitors and new entrants may develop their own on-chain product offering, such as tokenized securities and prediction markets, or offer improved collateral efficiency using digital assets, which could adversely impact our business over time.

The development and use of these types of new technologies and other industry changes could render our existing proprietary technology or product offerings or services uncompetitive or obsolete.

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Maintaining our reputation is critical to attracting and retaining customers and investors and for maintaining our relationships with our regulators.

Negative publicity regarding our company, especially given the speed with which false information can spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.

Negative publicity regarding our company, especially given the speed with which false information can spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, regulatory compliance, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.

MERGERS & ACQUISITIONS AND COMMON STOCK

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For example, our acquisition of Black Knight closed in September 2023, and we are continuing to integrate the business of Black Knight into the ICE Mortgage Technology business as we pursue expected cost savings and revenue synergies from the acquisition.

In addition, following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the Federal Trade Commission, or FTC, under the Consent Order we entered into with the FTC, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.

In addition, following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the FTC under the Consent Order we entered into with the FTC, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.

If we are not able to successfully achieve our objectives from the Black Knight merger within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, may take longer to realize than expected, and our business or stock price may be adversely affected.

We also may not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.

Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.

We also may not realize anticipated growth opportunities and other benefits from strategic investments, such as Polymarket and Bakkt, or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.

Further, strategic initiatives that have historically been successful may not continue to be successful due to changing financial or market conditions, competitive threats, or the inability for the parties to extend the relationship into the future.

For example, starting as of September 30, 2023, Bakkt has disclosed that it is monitoring its ability to continue as a going concern, and such disclosures have continued in Bakkt's most recent SEC filings.

The carrying value of our equity method investment in Bakkt was $9 million as of December 31, 2025.

We also may face increased reputational risks from our investments in companies like Polymarket and Bakkt due to their evolving business models.

As is the case with merger and acquisition activity, significant investments in entities such as Polymarket and Bakkt also create additional demand on the time and resources of our senior management team.

As a result of any future acquisition, we may issue additional shares of our common stock that dilute our stockholders’ ownership interest, expend cash, incur debt, assume actual and contingent liabilities, inherit existing or pending litigation or create additional expenses related to amortizing intangible assets.

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If one or more of our products or services is found to infringe intellectual property rights held by others, we may be subject to lawsuits or required to stop developing or marketing the products or services, obtain licenses to develop and market the products or services from the owners of the intellectual property or redesign the products or services in such a way as to avoid infringing the third-party intellectual property.

We also have in the past, and could in the future, be required to pay damages if we are found to infringe intellectual property rights held by others, which could materially adversely affect our business, financial condition and operating results.

We also have in the past, and could in the future, be required to pay damages if we are found to

infringe intellectual property rights held by others, which could materially adversely affect our business, financial condition and operating results.

We cannot assess the extent to which we may be required in the future to obtain licenses with respect to intellectual property rights held by others, whether such licenses would be available or, if available, whether we would be able to obtain such licenses on commercially reasonable terms.

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• Governance and Leadership:

Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.

Our Board of Directors is responsible for overseeing our risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.

The Risk Committee of our Board of Directors has been delegated the primary responsibility for overseeing management’s identification and mitigation of cybersecurity risk.

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Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee and subsidiary boards.

The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence feeds and curates the applicable data.

The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence sources and curates the applicable data.

In the event we identify a cybersecurity threat applicable to us, we have a process to evaluate, escalate to Senior Management and respond to the threat faced.

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Cybersecurity risk management is integrated into our broader ERM framework.

Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.

Our cybersecurity leadership team, in concert with our ERM team, assesses threats and risks at least annually through the Enterprise Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.

Additionally, thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities.

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• Information Sharing :

We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate.

We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when

Our cybersecurity leaders hold memberships and/or positions within the Financial Services Information Sharing and Analysis Center, or FS-ISAC, and the cross-sector Analysis and Resiliency Center, or ARC, in the U.S., the Financial Sector Cyber Collaboration Centre, or FSCCC, in the U.K., and similar organizations across the Europe, Middle East and Africa, or EMEA, and Asia-Pacific, or APAC regions.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business