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Item 8. Financial Statements and Supplementary Data

2026-02-05 compared with 2025-02-06 · 538 added, 571 removed, 2049 unchanged (35% of the section changed)

14 unchanged sentences

Our management is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report on Form 10-K.

The financial statements were prepared in conformity with generally accepted accounting principles appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-a5(f) under the Securities Exchange Act of 1934 (“Exchange Act”).

The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles and include certain amounts based on our best judgments and estimates.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.

Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written Global Code of Business Conduct adopted by our Board of Directors, applicable to all of our directors and all officers and all of our employees.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 6, 2025 expressed an unqualified opinion thereon.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 5, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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How We Addressed the

Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions.

Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions.

For example, we tested controls relating to the completeness of management's identification of uncertain tax positions and the application of the recognition and measurement principles, including management's review of the inputs and calculations of unrecognized tax benefits.

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Invested deposits, delivery contracts receivable and unsettled variation margin 4,437 2,163

Customer accounts receivable, net of allowance for doubtful accounts of $ 21 at December 31, 2024 and 2023

Customer accounts receivable, net of allowance for doubtful accounts of $ 21 at both December 31, 2025 and 2024

Prepaid expenses and other current assets 786 713

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Long-term restricted cash and cash equivalents

Long-term restricted investments 141 2

Other non-current assets 2,038 909

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Comprehensive

Income/(Loss)

Shares Value Shares Value

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634 $ 6 ( 75 ) $ ( 6,225 ) $ 14,313 $ 14,943 $ ( 331 ) $ 55 $ 22,761 $ —

Other comprehensive loss — — — — — — ( 135 ) — ( 135 ) —

Other comprehensive income — — — — — — 37 — 37 —

Stock-based compensation — — — — 293 — — — 293 —

Exercise of common stock options 1 — — — 30 — — — 30 —

Repurchases of common stock

— — ( 4 ) ( 632 ) — — — — ( 632 ) —

Payments relating to treasury shares

Issuance of restricted stock

2 — — — — — — — — —

Stock-based compensation — — — — 172 — — — 172 —

Shares withheld for taxes on employee equity awards — — ( 1 ) ( 79 ) — — — — ( 79 ) —

Issuance under the employee stock purchase plan

1 — — — 43 — — — 43 —

Issuance of restricted stock

2 — — — — — — — — —

Stock consideration issued for acquisition 11 — — — 1,274 — — — 1,274 —

Contribution from equity partners — — — — — — — 9 9 —

Distributions of profits

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649 $ 6 ( 76 ) $ ( 6,304 ) $ 15,953 $ 16,356 $ ( 294 ) $ 69 $ 25,786 $ —

Other comprehensive income — — — — — — 37 — 37 —

Stock consideration issued for acquisition 11 — — — 1,274 — — — 1,274 —

Other comprehensive loss — — — — — — ( 44 ) — ( 44 ) —

Stock-based compensation — — — — 251 — — — 251 —

Exercise of common stock options 1 — — — 34 — — — 34 —

Payments relating to treasury shares

Issuance of restricted stock

1 1 — — — — — — 1 —

Stock-based compensation — — — — 293 — — — 293 —

Shares withheld for taxes on employee equity awards — — ( 1 ) ( 81 ) — — — — ( 81 ) —

Issuance under the employee stock purchase plan

— — — — 54 — — — 54 —

Contribution from equity partners — — — — — — — 9 9 —

Issuance of restricted stock

2 — — — — — — — — —

Acquisition of redeemable non-controlling interest — — — — — — — — — 22

Distributions of profits

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651 $ 7 ( 77 ) $ ( 6,385 ) $ 16,292 $ 18,071 $ ( 338 ) $ 51 $ 27,698 $ 22

Other comprehensive loss — — — — — — ( 44 ) — ( 44 ) —

Other comprehensive income — — — — — — 114 — 114 —

Stock-based compensation — — — — 264 — — — 264 —

Exercise of common stock options — — — — 26 — — — 26 —

Payments relating to treasury shares

Issuance of restricted stock

2 — — — — — — — — —

Stock-based compensation — — — — 251 — — — 251 —

Shares withheld for taxes on employee equity awards — — ( 1 ) ( 103 ) — — — — ( 103 ) —

Issuance under the employee stock purchase plan

— — — — 61 — — — 61 —

Issuance of restricted stock

Repurchases of common stock

— — ( 8 ) ( 1,304 ) — — — — ( 1,304 ) —

Acquisition of redeemable non-controlling interest — — — — — — — — — 22

Contribution from equity partners — — — — — — — 11 11 —

Distributions of profits

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(Gain)/Loss on investments ( 55 ) 1 4

Net losses from and impairment of unconsolidated investees 62 122 1,340

Net (income)/losses from unconsolidated investees ( 79 ) 62 122

Changes in assets and liabilities:

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( 418 ) ( 346 ) ( 299 )

Purchases of invested margin deposits ( 6,873 ) ( 1,391 ) ( 1,588 )

Proceeds from invested margin deposits 4,618 1,097 3,974

Cash paid for acquisitions, net of cash acquired

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Proceeds from sale of Promissory Note — 75 —

Purchases of invested margin deposits ( 1,391 ) ( 1,588 ) ( 6,935 )

Proceeds from sales of invested margin deposits 1,097 3,974 7,483

Purchases of equity and equity method investments ( 1,029 ) ( 29 ) ( 8 )

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Purchases of restricted investments ( 1,455 ) ( 752 ) ( 1,316 )

Proceeds from sales of restricted investments 855 641 —

Proceeds from/(purchases of) other investments, net — ( 4 ) 2

Proceeds from restricted investments 1,286 855 641

Other investing activities 14 14 —

Net cash provided by/(used in) investing activities ( 921 ) ( 8,797 ) 677

Net cash used in investing activities ( 4,249 ) ( 921 ) ( 8,797 )

Financing activities:

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Repayments of debt ( 2,500 ) ( 1,600 ) ( 2,286 )

(Redemption of)/proceeds from commercial paper, net ( 1,424 ) 1,954 ( 1,012 )

Proceeds from/(redemption of) commercial paper, net 506 ( 1,424 ) 1,954

Repurchases of common stock ( 1,294 ) — —

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Supplemental cash flow disclosure:

Cash paid for income taxes

$ 957 $ 909 $ 882

Cash paid for interest $ 764 $ 870 $ 727

Cash paid for income taxes $ 1,068 $ 957 $ 909

Cash paid for amounts included in the measurement of operating lease liability

$ 72 $ 90 $ 85

Lease liabilities arising from obtaining right-of-use assets $ 334 $ 88 $ 115

As of December 31,

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Actual amounts could differ from those estimates.

Comprehensive Income

Other comprehensive income includes foreign currency translation adjustments, our proportionate share of our equity method investments' other comprehensive income, and amortization of the difference in the projected benefit obligation and the accumulated benefit obligation associated with benefit plan liabilities, each of which is net of tax.

Segment and Geographic Information

As of December 31, 2024, our business is conducted through three reportable business segments:

Exchanges, Fixed Income and Data Services, and Mortgage Technology.

This presentation is reflective of how our chief operating decision maker reviews and operates our business.

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

(see Note 19).

Cash and Cash Equivalents, Short-Term and Long-Term Restricted Cash and Cash Equivalents, and Cash and Cash Equivalent Margin Deposits and Guaranty Funds

Cash and Cash Equivalents

We consider all short-term, highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Short-Term and Long-Term Restricted Cash and Cash Equivalents

We classify all cash and cash equivalents that are not available for immediate or general business use by us as restricted in the accompanying consolidated balance sheets (see Note 7).

Short-Term and Long-Term Restricted Cash, Cash Equivalents and Investments

We classify all cash, cash equivalents and investments that are not available for immediate or general business use by us as restricted in the accompanying consolidated balance sheets (see Note 7).

This includes amounts set aside due to regulatory requirements, earmarked for specific purposes, or restricted by specific agreements.

We also invest a portion of funds in excess of short-term operating needs in term deposits and investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.

These are classified as cash equivalents, are short-term in nature and carrying amount approximates fair value.

Cash and Cash Equivalent Margin Deposits and Guaranty Funds (Cash and Cash Equivalent Margin)

Original margin, variation margin and guaranty funds received by our clearing houses may be in the form of cash, invested deposits, government obligations, letters of credit at ICE NGX, European emission allowance certificates, or gold (see Note 14).

We hold the cash deposits at central banks, highly-rated financial institutions or at times secure the cash through reverse repurchase agreements or direct investments, certain of which are not cash equivalents.

See "Credit Risk and Significant Customers", below.

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represents a form of restricted cash, and excludes invested deposits, delivery contracts receivable and unsettled variation margin since those amounts represent invested cash and not a form of restricted cash.

We have made various investments in debt securities and equity securities of other companies.

We also invest in mutual funds and fixed income securities.

We classify all other investments that are not cash equivalents with original maturity dates of less than one year as short-term investments and all investments that we intend to hold for more than one year as long-term investments.

Short-term and long-term investments are included in other current and other non-current assets, respectively, in the accompanying consolidated balance sheets.

Debt Securities

We periodically purchase debt securities including U.S.

Treasury securities or other high quality sovereign debt for purposes of meeting regulatory capital requirements at certain of our clearing houses.

We classify these investments as held-to-maturity securities recorded at amortized cost with amortization of any premium or discount included in interest income in the consolidated statements of income.

These short term debt securities are primarily included in restricted short-term investments in the accompanying consolidated balance sheets.

As of December 31, 2024, we did not have any held-to-maturity debt securities with maturity dates at the time of purchase that exceeded one year.

Equity Investments

Investments in equity securities, or equity investments, with a readily determinable fair value that are not accounted for under the equity method are carried at fair value with changes in fair value, whether realized or unrealized, recognized in net income.

For equity investments that are not accounted for under the equity method and do not have readily determinable fair market values, such as those which are not publicly-listed companies, we apply the measurement alternative.

Under the measurement alternative, these investments are recorded at cost minus impairment and adjusted to fair value if and when there is an observable price change in an orderly transaction of a similar or identical investment, with any change in fair value recognized in net income.

Our equity investments are included in other non-current assets in the accompanying consolidated balance sheets.

Equity Method Investments

When we do not have a controlling financial interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investments are accounted for using the equity method and included in other non-current assets.

We recognize dividends when declared as a reduction in the carrying value of our equity method investments.

At the end of each reporting period, we record our share of profits or losses of our equity method

investments as equity earnings included in other income.

We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary.

If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value.

We did not record any impairment charges on our equity method investments in 2024.

Property and Equipment

Property and equipment is recorded at cost, reduced by accumulated depreciation (see Note 8).

Depreciation and amortization is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the remaining lease term or the estimated useful life of the improvement.

We review the remaining estimated useful lives at each balance sheet date and make adjustments whenever events or changes in circumstances indicate that the remaining useful lives have changed.

Gains on disposals are included in other income and losses on disposals are included in depreciation expense.

Maintenance and repair costs are expensed as incurred.

We evaluate the short-term or long-term classification based on the nature of the restriction.

Clearing Operations

We operate six clearing houses (see Note 14).

Of the six clearing houses, five require clearing members to contribute to a guaranty fund which mutualizes the risk of default among all clearing members.

ICE NGX operates a non-mutualized, direct clearing operation.

Mutualized Clearing Houses

Each clearing house sets rules on the type of collateral clearing members can deposit to satisfy margin requirements.

Clearing member cash deposits are received and secured via holding the cash at central banks, highly-rated financial institutions or at times secured through reverse repurchase agreements or direct investments.

Coinciding with our cash and cash equivalent policy described above, cash deposits that qualify as cash and cash equivalents are recorded as current assets in "Cash and cash equivalent margin deposits and guaranty funds" with an equal offset in current liabilities in "Margin deposits and guaranty funds" within our consolidated balance sheets.

Clearing member cash deposits which we secure via direct investments that do not qualify as cash equivalents are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.

Clearing member non-cash collateral can be in the form of government obligations or European emission allowance certificates.

These non-cash collateral deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets.

As a non-mutualized clearing house, ICE NGX is the primary obligor that would bear the ultimate risk of counterparty default.

For the majority of the contracts cleared at ICE NGX, variation margin is not settled daily;

instead, it is accrued to each contracting party's account.

Therefore, the fair value of open contracts, or unsettled variation margin, and the contract value of delivered but unpaid contracts, or delivery contracts receivable, are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.

ICE NGX requires its contracting parties to maintain cash or letters of credit to serve as collateral in the event of default.

The cash is maintained in a segregated bank account for the benefit of the contracting party separate from ICE NGX funds.

Since ICE NGX can only use the cash or draw from the letters of credit in the event of a default, these balances are not included in our consolidated balance sheets.

Interest on Margin Deposits and Fees Charged for Non-cash Margin

Interest earned on cash deposits is provided back to clearing members net of certain costs and administrative fees charged and retained by ICE.

The clearing houses also charge fees for clearing members pledging non-cash margin in lieu of cash margin, and these fees are fully retained by ICE.

The safeguarding of clearing member funds is considered a core part of the clearing houses' operations, and therefore, the net interest and fees are included in total revenues within our consolidated statements of income.

Allowance for Doubtful Accounts

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These amounts also include the impact of foreign currency translation adjustments.

We have made various investments in debt securities and equity securities of other companies.

We also invest in mutual funds and fixed income securities.

Short-term and long-term investments not restricted for regulatory purposes or for our contribution to the guaranty funds of our clearing houses are included in other current and other non-current assets, respectively, in our accompanying consolidated balance sheets.

Investments in Debt Securities

We periodically secure cash set aside to meet regulatory capital requirements, or our clearing houses' contribution to the guaranty fund, by purchasing debt securities, which may include U.S.

Treasury securities or other high-quality sovereign debt.

Debt securities with maturities of greater than three months at the time of purchase, and which we have the intent and ability to hold to maturity, are classified as held-to-maturity securities recorded at amortized cost with amortization of any premium or discount included in interest income in our consolidated statements of income.

As of December 31, 2025, we did not have any held-to-maturity debt securities with maturity dates at the time of purchase that exceeded one year.

The carrying value of our held‑to‑maturity debt securities approximates fair value due to the short-term period remaining until their maturities.

Investments in Equity Securities

Upon initial investment in an equity security in which we do not have a controlling financial interest, we determine if we have the ability to exercise significant influence over the entity.

If we have the ability to exercise significant influence, we account for the investment using the equity method of accounting.

At the end of each reporting period, we record our share of net income or loss of our equity method investments as equity earnings included in other income.

We also record our share of the investee's other comprehensive income or loss as increases or decreases to the carrying value of the investment with a corresponding adjustment in other comprehensive income or loss.

We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary.

If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value.

Equity investments not accounted for using the equity method of accounting that have readily determinable fair values are carried at fair value with changes in fair value, whether realized or unrealized, recognized in net income.

For equity investments without readily determinable fair values, we apply the measurement alternative in Accounting Standards Codification, or ASC, 321, Investments - Equity Securities, or ASC 321.

Under the measurement alternative, these investments are recorded at cost minus any impairment and adjusted to fair value if and when there is an observable price change in an orderly transaction for the identical or a similar investment of the same issuer, with any change in fair value recognized in net income.

We estimate the fair value of certain of our equity investments without readily determinable fair values using the net asset value per share, or NAV, practical expedient and record any changes in NAV in net income.

Our equity investments are included in other non-current assets in the accompanying consolidated balance sheets.

Property and Equipment, Net

Computer and Network Equipment, Land, Buildings and Building Improvements, Leasehold Improvements, Equipment, Aircraft and Office Furniture

These assets are recorded at cost, reduced by accumulated depreciation (see Note 8).

Depreciation is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the remaining lease term or the estimated useful life of the improvement.

We review the remaining estimated useful lives at each balance sheet date and make adjustments whenever events or changes in circumstances indicate that the remaining useful lives have changed.

Gains on disposals are included in other income and losses on disposals are included in depreciation expense.

Maintenance and repair costs are expensed as incurred.

Software Development Costs

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Amortization begins when the software is ready for its intended use.

Accrued Employee Benefits

We have a defined benefit pension plan and other postretirement benefit plans, or collectively the “benefit plans,” covering certain of our U.S.

The benefit accrual for the pension plan is frozen.

We recognize the funded status of the benefit plans in our consolidated balance sheets, measure the fair value of plan assets and benefit obligations as of the date of our fiscal year-end, and provide additional disclosures in the footnotes (see Note 17).

Benefit plan costs and liabilities are dependent on assumptions used in calculating such amounts.

These are provided by a third-party specialist and include discount rates, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates and other factors.

Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods.

However, certain of these unrecognized amounts are recognized when triggering events occur, such as when a settlement of pension obligations in excess of total interest and service costs occurs.

While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other post-retirement obligations and future expense recognized.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets (see Note 9).

We recognize specifically-identifiable intangibles when a specific right or contract is acquired.

That value is determined with the assistance of third-party valuation specialists.

Goodwill has been allocated to our reporting units for purposes of impairment testing based on the portion of synergy, cost savings and other expected future cash flows expected to benefit the reporting units at the time of the acquisition.

Right-of-use Lease Assets

The right-of-use lease assets are recorded within "Property and equipment, net" within our consolidated balance sheets.

Refer to the "Leases" section below for our lease accounting policy.

Impairment Assessment

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

When these indicators exist, we project undiscounted net future cash flows over the remaining life of such assets.

If the sum of the projected cash flows is less than the carrying amount, an impairment would exist, measured based upon the difference between the carrying amount and the fair value of the assets.

Business Combinations

Business combinations are accounted for using the acquisition method, where the purchase price is allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date.

We recognize specifically-identifiable intangible assets if the intangible is either contractual or separable.

These values are determined with the assistance of third-party valuation specialists.

Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets.

Acquisition-Related Transaction and Integration Costs

We incur incremental costs relating to our completed and potential acquisitions and other strategic opportunities.

This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with credit facilities and other external costs directly related to the proposed or closed transactions.

Integration costs include costs incurred to achieve acquisition synergies including certain severance and retention costs, stock-based compensation, advisory fees and duplicative costs, among others.

In accordance with ASC 805, Business Combinations, acquisition-related transaction and integration costs, excluding costs to issue debt or equity securities, are expensed in the period in which these costs are incurred and the services are received and are not included in the purchase price.

Goodwill and Indefinite-Lived Intangible Assets Impairment Assessment

Goodwill has been assigned to our reporting units for purposes of impairment testing based on the portion of synergy, cost savings and other expected future cash flows expected to benefit the reporting units at the time of the acquisition.

The reporting units identified for our goodwill testing are:

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For our testing of indefinite-lived intangible assets, we apply both qualitative and quantitative approaches.

Long-Lived Assets and Finite-Lived Intangible Assets

We review our long-lived and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

Finite-Lived Intangible Assets Subsequent Accounting

Finite-lived intangible assets are generally amortized using the straight-line method over the lesser of their contractual or estimated useful lives.

We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

When these indicators exist, we project undiscounted net future cash flows over the remaining life of such assets.

If the sum of the projected cash flows is less than the carrying amount, an impairment would exist, measured based upon the difference between the carrying amount and the fair value of the assets.

Finite-lived intangible assets are generally amortized using the straight-line method over the lesser of their contractual or estimated useful lives.

All costs related to internally developed patents and trademarks are expensed as incurred.

All costs related to purchased patents, trademarks and internet domain names are recorded as other intangible assets and are amortized using a straight-line method over their estimated useful lives.

All costs related to licensed patents are capitalized and amortized using a straight-line method over the term of the license.

Derivatives and Hedging Activity

Periodically, we may use derivative financial instruments to manage exposure to changes in currency exchange rates.

All derivatives are recorded at fair value.

We generally do not designate these derivatives as hedges for accounting purposes.

Accordingly, changes in fair value are recognized in income.

We entered into foreign currency hedging transactions during 2024, 2023 and 2022 as economic hedges to help mitigate a portion of our foreign exchange risk exposure.

The gains and losses on these transactions were not material during these years.

We record our leases in accordance with ASC 842, Leases .

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists.

An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration.

Operating lease right-of-use assets and liabilities are recorded at the lease commencement date based on the present value of the lease payments to be made over the lease term.

As the rate implicit in the lease is not readily determinable in most of our leases, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Certain lease agreements include options to

extend, renew or terminate the lease agreement and these terms are evaluated at inception and on an ongoing basis to determine the lease term.

We have elected the short-term lease policy to recognize leases with a term of 12 months or less as rent expense on a straight-line basis over the lease term and do not recognize these short-term leases on our balance sheet.

We have elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

Our lease agreements do not contain any residual value guarantees.

Rent expense is recognized on a straight-line basis over the lease term.

Rent expense is included in rent and occupancy expenses and technology and communication expenses in the accompanying consolidated statements of income (see Note 15).

We recognize income taxes under the liability method.

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We use a portfolio approach with respect to pension, postretirement benefits plan obligations and currency translation matters when we determine the timing and extent to which stranded income tax effects from items that were previously recorded in accumulated other comprehensive income are released.

Accrued Employee Benefits

We have a defined benefit pension plan and other postretirement benefit plans, or collectively the “benefit plans,” covering certain of our U.S.

The benefit accrual for the pension plan is frozen.

Benefit plan costs and liabilities are dependent on assumptions used in calculating such amounts.

These are provided by a third-party specialist and include discount rates, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates and other factors.

Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods.

However, certain of these unrecognized amounts are recognized when triggering events occur, such as when a settlement of pension obligations in excess of total interest and service costs occurs.

Treasury Stock

We record treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock (see Note 12) on a settlement date basis.

In the event it occurs in the future, our accounting policy upon the formal retirement of treasury stock is to deduct the par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital (to the extent created by previous issuances of the shares) and retained earnings.

Revenue Recognition

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We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

We enter into contracts that can include various combinations of products and services, which are generally

capable of being distinct and accounted for as separate performance obligations.

We also evaluate all contracts in order to determine appropriate gross versus net revenue reporting.

Substantially all of our revenues are considered to be revenues from contracts with customers.

The related accounts receivable balances are recorded in our balance sheets as customer accounts receivable.

The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable.

We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration.

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

Our disclosure of transaction price allocated to unsatisfied performance obligations excludes amounts from contracts with durations of one year or less and amounts not required to be estimated as part of the transaction price.

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

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As a result, Section 31 fees do not have an impact on our net income.

Interest on Margin Deposits and Fees Charged for Non-cash Margin

For purposes of safeguarding customer funds, guaranty fund and original margin deposits of clearing members and their customers are maintained in accounts with national banks and highly-rated financial institutions or secured through other vehicles.

Interest earned on these deposits is provided back to clearing members net of certain costs and administrative fees charged and retained by ICE.

The ICE Clearing Houses also charge fees for clearing members pledging non-cash margin in lieu of cash margin, and these fees are fully retained by ICE.

Stock-Based Compensation

We currently have employee and non-employee director incentive plans from which we grant stock options, restricted shares, and restricted stock units with various service, performance, and/or market conditions.

We currently have employee and non-employee director incentive plans under which we have the ability to grant restricted stock units, or RSUs, and stock options, among other types of awards.

These awards have various service, performance, and/or market conditions.

We also have an Employee Stock Purchase Plan, or ESPP, to provide additional and incentive-based compensation to our employees and directors (see Note 11).

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The value of the portion of the award that is ultimately expected to vest is recognized as stock-based compensation expense over the requisite service period.

We use the Black-Scholes pricing model to value stock option awards as well as shares purchased as part of our ESPP.

We use the Black-Scholes pricing model to value stock option awards, if and when we grant them, as well as shares purchased as part of our ESPP.

The values estimated by the model are affected by the price of our stock as well as subjective variables that include assumed interest rates, our expected dividend yield, our expected share price volatility over the term of the awards and actual and projected employee stock option exercise behavior.

Under our ESPP, employees may purchase shares of our common stock at a price equal to 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

Under our ESPP, employees may purchase shares of our common stock at a price equal to 85 % of the lesser of the fair market value of the

stock on the first or the last trading day of each offering period.

We record compensation expenses related to the discount given to our participating employees.

Treasury Stock

We record treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock (see Note 12).

Credit Risk and Significant Customers

Our clearing houses are exposed to credit risk as a result of maintaining clearing member cash deposits at various financial institutions (see Note 14).

Cash deposit accounts are established at large, highly-rated financial institutions and entered into so that they restrict the rights of offset or imposition of liens by the banks.

We also limit our risk of loss by holding the majority of the cash deposits in cash accounts at certain central banks, short-term reverse repurchase agreements with various counterparties securitized by highly rated sovereign debt or direct investments in short-term high quality sovereign and supranational debt issues primarily with original maturities of three months or less at the time of purchase.

While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.

As the clearing houses may pass on interest revenues, minus costs, to the members, this could include negative or reduced yield due to market conditions.

When engaging in reverse repurchase agreements, our clearing houses take delivery of the underlying securities in custody accounts under clearing house control.

Additionally, the securities purchased have a market value greater than the reverse repurchase amount.

The typical haircut received for high quality sovereign debt is 2% of the reverse repurchase amount.

Thus, in the event that a reverse repurchase counterparty defaults on its obligation to repurchase the underlying reverse repurchase securities, our clearing house will have possession of securities with a value potentially greater than the reverse repurchase counterparty’s obligation to the clearing house.

ICE Clear Credit, a systemically important financial market utility as designated by the Financial Stability Oversight Council, maintains a U.S.

dollar account at the Federal Reserve Bank of Chicago as of December 31, 2024.

ICE Clear Europe maintains a euro-denominated account at the European Central Bank, or ECB, the central bank of the EU countries, as well as pounds sterling- and euro-denominated accounts at the Bank of England, or BOE, the central bank of the U.K.

These accounts provide the flexibility for ICE Clear Europe to place euro- and pounds sterling-denominated cash margin securely at national banks, in particular during periods when liquidity in the euro and pounds sterling repo markets

may temporarily become contracted.

Such accounts are intended to decrease ICE Clear Credit and ICE Clear Europe’s custodial, liquidity and operational risk as compared to alternative custodial and investment arrangements.

Our futures businesses have minimal credit risk as the majority of their transaction revenues are currently cleared through our clearing houses.

Our accounts receivable related to fixed income and data services revenues, cash trading, listing revenues, technology revenues, CDS and bilateral over-the-counter, or OTC, energy transaction revenues and mortgage technology services subjects us to credit (collection) risk, as we do not require these customers to post collateral.

We limit our risk of loss by terminating a customer's ability to remain listed or receive data or terminating other services for entities with delinquent accounts.

The concentration of risk on accounts receivable is also mitigated by the large number of entities comprising our customer base.

There were no individual accounts receivable balances greater than 10% of total consolidated accounts receivable as of December 31, 2024 or December 31, 2023.

Our accounts receivable are stated at the billed amount.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

We record our leases in accordance with ASC 842, Leases .

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists.

An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration.

Operating lease right-of-use assets and liabilities are recorded at the lease commencement date based on the present value of the lease payments to be made over the lease term.

Certain lease agreements include options to extend, renew or terminate the lease agreement and these terms are evaluated at inception and on an ongoing basis to determine the lease term.

We have elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

Our lease agreements do not contain any residual value guarantees.

Rent expense is recognized on a straight-line basis over the lease term.

Rent expense is included in rent and occupancy expenses and technology and communication expenses in the accompanying consolidated statements of income (see Note 15).

Acquisition-Related Transaction and Integration Costs

We incur incremental costs relating to our completed and potential acquisitions and other strategic opportunities.

Integration costs include costs incurred to achieve acquisition synergies including certain severance and retention costs, stock-based compensation, advisory fees and duplicative costs, among others.

The acquisition-related transaction and integration costs incurred during 2024 and 2023 were primarily due to direct costs incurred related to our acquisition and integration of Black Knight and our integration of Ellie Mae Inc., or Ellie Mae (see Note 3) and the acquisition-related transaction and integration costs incurred during 2022 were primarily due to direct costs related to our integration of Ellie Mae.

Fair Value of Financial Instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity and equity method investments, and short-term and long-term debt (see Note 18).

The fair value of our financial instruments is measured based on a three-level hierarchy:

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We have exposure to foreign currency translation gains and losses arising from our net investment in certain U.K., continental European, Asian and Canadian subsidiaries.

The revenues, expenses and financial results of these subsidiaries are recorded in the functional currency of the countries that these subsidiaries are located in, which are primarily pounds sterling and euros.

The revenues, expenses and financial results of certain subsidiaries are recorded in the functional currency of the countries that these subsidiaries are located in, which are primarily pounds sterling and euros.

The financial statements of these subsidiaries are translated into U.S.

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These transaction gains and losses are due to the increase or decrease in the foreign currency exchange rates between periods.

Forward contracts on foreign currencies are entered into to manage the foreign currency exchange rate risk.

Gains and losses from foreign currency transactions are included in other income/(expense) in the accompanying consolidated statements of income and resulted in net losses of $ 18 million, $ 15 million and $ 12 million in 2025, 2024 and 2023, respectively.

Periodically, we may use derivative financial instruments to manage exposure to changes in currency exchange rates.

All derivatives are recorded at fair value.

We generally do not designate these derivatives as hedges for accounting purposes.

Accordingly, changes in fair value are recognized in income.

The gains and losses on these transactions were not material.

Earnings Per Common Share

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Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of inclusion would be antidilutive (see Note 20).

Concentrations

Our clearing houses are exposed to concentrations of credit risk as a result of maintaining clearing member cash deposits at various financial institutions (see Note 14).

Cash deposit accounts are established at large, highly-rated financial institutions and entered into so that they restrict the rights of offset or imposition of liens by the banks.

We also limit our risk of loss by holding the majority of the cash deposits in cash accounts at certain central banks, short-term reverse repurchase agreements with various counterparties securitized by highly-rated sovereign debt or direct investments in short-term high-quality sovereign and supranational debt issues.

When engaging in reverse repurchase agreements, our clearing houses take delivery of the underlying securities in custody accounts under clearing house control.

The underlying securities are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral, if needed, to maintain sufficient collateralization.

As disclosed in Note 19, no customer accounted for more than 10% of our consolidated revenues, less transaction-based expenses in any year presented.

Additionally, there were no individual accounts receivable balances greater than 10% of total consolidated accounts receivable as of December 31, 2025 or December 31, 2024.

Within the futures and options portion of our Exchanges segment and the CDS clearing portion of our Fixed Income and Data Services segment, the majority of the revenues are currently cleared through our clearing houses.

The clearing members are primarily

intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

Reclassification

For comparability, certain prior period amounts presented within our consolidated balance sheet have been reclassified to conform to the current period presentation.

The reclassification had no impact on total assets, liabilities, equity, or net income for any period presented.

Recently Adopted Accounting Pronouncements

Standard/Description Adoption Considerations Effect on Financial Statements

ASU 2021-08 , Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers .

Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception.

This standard was effective beginning in the first quarter of 2023 and should be applied prospectively for acquisitions occurring on or after the effective date of the amendment, with early adoption permitted.

We adopted this ASU early as of December 31, 2022.

We applied the recently adopted pronouncement to our evaluation of the contract assets acquired and contract liabilities assumed as part of the Black Knight acquisition.

Refer to Note 3 for more information.

ASU 2023-07 , Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requires enhanced disclosures primarily regarding significant segment expenses that are regularly provided to the chief operating decision maker and a description of other segment expense details.

The ASU also requires all annual disclosures required by Topic 280 to be included in interim periods.

This standard is effective for our 2024 fiscal year and interim periods beginning in the first quarter of 2025, with early adoption permitted.

This standard should be applied retrospectively once adopted.

This ASU also requires all annual disclosures required by Topic 280 to be included in interim periods.

This standard was effective for our 2024 fiscal year and interim periods beginning in the first quarter of 2025 and was applied retrospectively when adopted.

We adopted this ASU as of December 31, 2024 in our annual financial statements.

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Refer to Note 19 for more information.

Accounting Pronouncements Not Yet Adopted in These Financial Statements

Standard/Description Adoption Considerations Effect on Financial Statements

ASU 2023-09 , Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid.

The ASU also requires disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and disclosure of income tax expense (or benefit) from continuing operations broken out between federal, state/local and foreign.

This standard is effective for our annual periods beginning after December 15, 2024, with early adoption permitted.

The ASU applies on a prospective basis to the annual financial statements for the periods beginning after the effective date.

Retrospective application in all prior periods presented is permitted.

We do not expect to adopt this ASU early and plan to adopt the ASU for our 2025 annual financial statements.

We are currently evaluating the impact of adopting this ASU on our income taxes disclosures.

This ASU also requires disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and disclosure of income tax expense (or benefit) from continuing operations broken out between federal, state/local and foreign.

This standard was effective for our 2025 fiscal year.

Either prospective or retrospective adoption of the standard is permitted.

We adopted this ASU as of December 31, 2025 in our annual financial statements.

We applied the prospective method.

We applied the recently adopted pronouncement and expanded our income tax disclosures by including both percentages and amounts in the rate reconciliation for the year ended December 31, 2025 with additional disaggregated categories.

We also expanded our 2025 income taxes paid disclosure to include income taxes paid by jurisdiction that meet certain quantitative thresholds.

Refer to Note 13 for more information.

Accounting Pronouncements Not Yet Adopted in These Financial Statements

Standard/Description Adoption Considerations Effect on Financial Statements

ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets simplifies the estimation of credit losses for accounts receivable and contract assets by providing an option to assume that conditions as of the balance sheet date will remain unchanged over the life of these assets.

This standard is effective for our annual and interim periods beginning after December 15, 2025, with early adoption permitted.

Prospective application is required.

We plan to adopt this ASU for our 2026 interim and annual financial statements.

We do not expect adoption of this ASU to have a material impact on our financial statements.

ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well disclosures about selling expenses.

This standard is effective for our annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

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We are currently evaluating the impact of adopting this ASU on our income statement disaggregation disclosures.

ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, amends the accounting for software costs by removing references to project stages and provides an updated framework for capitalizing internal-use software costs.

This standard is effective for our annual and interim periods beginning after December 15, 2027.

Early adoption is permitted.

ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption.

We are in the process of assessing the period in which we will adopt this ASU and the transition method.

We do not expect adoption of this ASU to have a material impact on our financial statements.

Acquisitions and Divestitures

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On September 5, 2023, we acquired 100 % of the equity interests in Black Knight, Inc., or Black Knight, for aggregate transaction consideration of approximately $ 11.8 billion.

The aggregate cash component of the transaction consideration was $ 10.5 billion.

We issued 10.9 million shares of ICE common stock to Black Knight stockholders, which was based on the market price of our common stock and the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger.

We expect that this transaction will build on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S.

This transaction has built on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S.

residential mortgage industry.

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The Promissory Note was valued at $ 235 million on the Divestiture Date.

In accordance with Accounting Standards Codification, or ASC, 805, Business Combinations, or ASC 805, as well as ASC 360, Impairment and Disposal of Long-Lived Assets , we are required to measure an acquired long-lived asset or disposal group that is classified as held for sale at the acquisition date at fair value less cost to sell.

We classified the Divestitures as held for sale at the acquisition date and

therefore measured the disposal group at fair value less cost to sell.

Accordingly, there was no gain or loss recognized on the Divestitures.

For the period between the acquisition date of September 5, 2023 through the Divestiture Date, the discontinued

operations of Empower and Optimal Blue were immaterial.

For the period between the acquisition date of September 5, 2023 through the Divestiture Date, the discontinued operations of Empower and Optimal Blue were immaterial.

Pursuant to the Agreement Containing Consent Orders entered into between the Federal Trade Commission, or the FTC, and ICE and Black Knight, the Promissory Note was required to be sold within six months of the Divestiture Date.

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Total net purchase price $ 11,362

* Fair value of the ICE common stock was based on the ICE closing stock price on September 1, 2023, the last business day prior to the closing of the Black Knight acquisition.

* Fair value of the ICE common stock was based on the ICE closing stock price on September 1, 2023, the last business day prior to the closing of the Black Knight acquisition, multiplied by the 10.9 million shares of ICE common stock issued to Black Knight stockholders.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition.

The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill, of which $ 186 million is expected to be deductible for tax purposes.

The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill, of which $ 186 million is expected to be deductible for tax purposes.

Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets, and is assigned to our Mortgage Technology business segment.

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In performing the net purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Black Knight business.

For the identified intangible assets, the fair values have been determined using the income and cost approaches and are partially based on inputs that are unobservable including forecasted future cash flows, revenue and margin growth rates, customer attrition rates and discount rates that require judgement.

The following table sets forth the components of the intangible assets associated with the acquisition as of December 31, 2024 (in millions, except years):

The following table sets forth the components of the intangible assets associated with the acquisition (in millions, except years):

Acquisition-Date Fair Value

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From the acquisition date through December 31, 2023, Black Knight revenues of $ 363 million, which are included in our mortgage technology revenues, and operating expenses of $ 470 million were recorded in our consolidated statements of income.

The financial information in the table below combines the historical results for us and Black Knight for 2023 and 2022, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented (in millions).

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented.

This unaudited pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such unaudited pro forma information, including, without limitation, purchase accounting adjustments, interest expense on debt incurred to finance the purchase price, acquisition-related transaction costs, the removal of historical Black Knight intangible asset amortization and the addition of intangible asset amortization related to this acquisition.

The financial information in the table below combines the historical results for us and Black Knight for 2023 on a pro forma basis, as though the companies had been combined as of the beginning of the period presented (in millions).

This unaudited pro forma financial information is based on estimates and assumptions that were made solely for purposes of developing such unaudited pro forma information, including, without limitation, purchase accounting adjustments, interest expense on debt incurred to finance the purchase price, acquisition-related transaction costs, the removal of historical Black Knight intangible asset amortization and the addition of intangible asset amortization related to this acquisition.

The unaudited pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations (in millions).

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During 2025, 2024 and 2023, we acquired multiple companies which were not material to our operations.

Equity Investments

Dun & Bradstreet

In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet Holdings, Inc., or D&B, a global provider of business decisioning data and analytics, which we classified as an equity investment.

Subsequent to the Black Knight acquisition and prior to December 31, 2023, we sold the entire investment for a total of $ 187 million and realized a total loss of $ 3 million on the sale, net of dividends received, which is included in other income/(expense), net in our consolidated statement of income in 2023.

We previously owned a 9.8 % stake in Euroclear, plc, or Euroclear, that we originally purchased for $ 631 million.

We participated on the Euroclear Board of Directors, and we classified our investment in Euroclear as an equity investment.

On May 20, 2022, we completed the sale of our 9.8 % stake in Euroclear.

The carrying value of our investment was $ 700 million at the time of the sale.

We recorded a net gain on the sale of $ 41 million, which is included in other income/(expense), net in our consolidated statement of income in 2022.

The carrying value of our investments consisted of the following (in millions):

As of December 31,

Equity securities:

Equity investments without readily determinable fair values $ 1,194 $ 104

Equity method investments 414 347

Our equity method investments include OCC and Bakkt Holdings, Inc., and Bakkt Opco Holdings, LLC, or collectively, Bakkt, among others.

We recognized $ 62 million, $ 122 million and $ 1.3 billion as our share of estimated losses, net, from our equity method investments included in other income/(expense), net in our consolidated statements of income during 2024, 2023 and 2022, respectively.

The estimated losses during 2024, 2023 and 2022 are primarily related to our investment in Bakkt, partially offset by our share of OCC profits.

In addition, during 2022, after recording our share of Bakkt's equity method losses, which included an impairment charge recorded by Bakkt, we recorded an impairment in our investment in Bakkt to its fair value as other expense.

Equity investments measured using NAV practical expedient 6 —

Total carrying value of our equity and equity method investments $ 1,614 $ 451

Equity Investments Without Readily Determinable Fair Values

In 2025 and 2024, we had a net gain of $ 34 million and a net loss of $ 1 million, respectively, related to the identification of observable price changes for similar investments of our investees and impairments.

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

across markets, politics, sport and culture, for $ 1.0 billion.

We also have the potential to purchase up to an additional $ 1.0 billion of shares from Polymarket employees and investors, subject to certain conditions.

Our investment represents approximately 17 % and 11 % ownership of the outstanding and fully diluted shares of Polymarket, respectively.

Each Series D Preferred share can be converted into common stock at our option or will be mandatorily converted upon a qualified initial public offering or direct listing.

We are entitled to a 6 % non-cumulative dividend payable only if declared.

With respect to liquidation, dissolution and winding up of Polymarket, the Series D Preferred Stock ranks pari passu with certain of the other classes of preferred stock and is senior to the remaining shares of capital stock, including common stock.

As the holder of Series D Preferred Stock, we have the right to cast the number of votes equal to the number of whole shares of common stock into which our preferred shares are convertible.

Our ownership gives us the right to nominate and vote exclusively to elect one member of the board.

Equity Method Investments

Our equity method investments include OCC and Bakkt Holdings, Inc., or Bakkt, among others.

We recognized income of $ 79 million and losses of $ 62 million and $ 122 million as our share of estimated income/losses, net, from our equity method investments included in other income/(expense), net in our consolidated statements of income during 2025, 2024 and 2023, respectively.

The estimated income during 2025 is primarily related to our share of net income of OCC.

The estimated losses in 2024 and 2023 are primarily related to our investment in Bakkt, partially offset by our share of net income of OCC.

Each period includes adjustments to reflect the difference between reported prior period actual results from our original estimates.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

There were no other-than-temporary impairments of our equity method investments identified in any of the years presented.

We own a 40 % interest in OCC through a direct investment by the NYSE.

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OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges.

OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges.

OCC clears securities options traded on NYSE Arca Options and NYSE American Options, along with other non-affiliated exchanges.

As of December 31, 2025, and December 31, 2024, we held an approximate 31 % and 54 % economic interest in Bakkt, respectively.

As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with Victory Park Capital Impact Acquisition Holdings, or VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment.

The decrease in ownership during 2024 was related to Bakkt's offering of shares of its Class A common stock and warrants to purchase shares of its Class A common stock, which diluted our ownership.

As part of the offering, on February 29, 2024, we entered into a securities purchase agreement to purchase shares of Bakkt's Class A common stock and warrants to purchase additional shares of Bakkt's Class A common stock for a total of $ 10 million.

As of December 31, 2024, we do not have any value assigned to the equity method investment carrying value for Bakkt primarily due to our continued recording of our share of losses.

The decrease in ownership in 2025 is primarily related to Bakkt's offering of shares of its Class A common stock and pre-funded warrants to purchase shares of its Class A Common stock.

The offering closed on July 30, 2025 and resulted in the dilution of our ownership.

Prior to the offering, as a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with Victory Park Capital Impact Acquisition Holdings, we held a minority voting interest in Bakkt and accounted for it as an equity method investment.

As a result of the offering and the dilution of our ownership, the voting agreement was terminated.

Since we still have the ability to exercise significant influence over Bakkt, we will continue to account for the investment as an equity method investment.

On August 12, 2024, we entered into a revolving credit agreement with Bakkt under which we had agreed to provide Bakkt with a $ 40 million secured revolving line of credit that was set to mature on December 31, 2026.

In conjunction with Bakkt's offering of shares of its Class A common stock, on July 30, 2025, Bakkt terminated this revolving credit agreement.

The interest earned on the previously funded amount combined with the commitment fees charged to Bakkt prior to the termination of the revolving credit agreement were immaterial for 2025 and 2024.

On November 3, 2025 Bakkt completed an internal reorganization to streamline its corporate structure by eliminating its umbrella partnership-C-corporation structure.

We received an equivalent number of shares of the new Bakkt listed parent company.

As part of the reorganization, we also received additional shares of Bakkt to settle the outstanding tax receivable agreement from the initial merger with Victory Park Capital Impact Acquisition Holdings.

As a result of the reorganization and other share activity, we recorded a total gain of $ 19 million in 2025.

We also recorded a $ 10 million loss related to our share of Bakkt's estimated net loss in 2025.

As of December 31, 2025, the carrying value our investment in Bakkt was determined to be $ 9 million.

As Bakkt is a public company with a readily available market price, the fair value of our investment was $ 80 million as of December 31, 2025, which was based on the quoted market price of Bakkt Class A common stock as of December 31, 2025.

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.

The $ 40 million is available in defined commitment amounts for specified time periods in the future.

No amounts were permitted to be borrowed without our consent prior to December 31, 2024, after which date the amount Bakkt may borrow will increase over time up to a maximum of $ 40 million on or after September 30, 2025.

As an equity method investee, Bakkt is a related party of ICE.

There were no amounts outstanding under the revolving credit agreement as of December 31, 2024.

We recorded estimated equity losses and impairment of $ 1.4 billion during 2022 related to our investment in Bakkt, which included the impairment discussed above, and was based on what we consider to be an other-than-temporary decline in fair value as a result of the factors noted above, and included consideration for the impairment charge recorded by Bakkt.

We concluded that Bakkt met the significance test under Rule 3-09 of Regulation S-X for 2022.

Bakkt's total assets and liabilities as of December 31, 2022 were $ 455 million and $ 119 million, respectively, and Bakkt's net revenues and net loss in 2022 were $ 55 million and $ 2.0 billion, respectively.

Bakkt no longer met the significance test in 2024 or 2023.

However, in accordance with Rule 3-09 of Regulation S-X, since Bakkt met the significance test for a prior year presented in these financial statements, Bakkt financial statements as of and for the year ended December 31, 2024 will be filed by us subsequent to the filing of our Form 10-K as an amendment to this Form 10-K.

Equity Investments Measured Using NAV

In 2025, we recorded a total gain of $ 2 million related to fair value adjustments estimated using the NAV of our ownership interests.

Equity Investments With Readily Determinable Fair Values

Revenue Recognition

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Our Exchanges segment futures and options transaction and clearing revenues are reported net of rebates.

Rebates were $ 1.3 billion, $ 928 million and $ 815 million in 2024, 2023 and 2022, respectively.

Rebates were $ 1.6 billion, $ 1.3 billion and $ 928 million in 2025, 2024 and 2023, respectively.

Transaction and clearing fees can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis.

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• Data and Connectivity Services:

Our data and connectivity services revenues are related to the various data and connectivity services that we provide which are directly attributable to our exchange venues.

Our data and connectivity services revenues are related to the services that we provide which are directly attributable to our exchange venues.

Exchange data services include, among other offerings, proprietary real-time and historical pricing data, as well as order book and transaction information related to our global futures markets and the NYSE exchanges.

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Separately, we also provide connectivity services directly related to our futures, cash equity and options exchanges and clearing houses.

Data and connectivity services revenues are primarily subscription-based, billed monthly, quarterly or annually in advance and recognized ratably over time as our performance obligations of data delivery are met consistently throughout the period.

Data and connectivity services revenues are primarily subscription-based, billed monthly, quarterly or annually in advance and recognized ratably over time as

our performance obligations of data delivery are met consistently throughout the period.

Considering that these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

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Our OTC revenues are generated in our bilateral energy markets where we offer electronic trading on contracts based on physically settled natural gas, power and refined oil contracts.

Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.

Other revenues primarily include net interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.

securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

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Services for OTC and other revenues are primarily satisfied at a point in time.

Therefore, there

is no need to allocate the fee and no deferral results since we have no further obligation to the customer at that time.

Therefore, there is no need to allocate the fee and no deferral results since we have no further obligation to the customer at that time.

In certain of our revenue share arrangements with third parties we control the delivered contract;

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CDS clearing revenues are reported net of rebates.

There were no rebates in 2024, and rebates were nominal in 2023 and 2022.

We recorded $ 10 million of rebates in 2025, none in 2024, and rebates were nominal in 2023.

We provide clearing services to the global CDS market and the timing and nature of our CDS transaction and clearing revenue is similar in nature to the Exchanges Segment transaction and clearing revenues discussed above.

The CDS derivatives trading and clearing fees contain two performance obligations:

(1) trade execution/clearing novation and (2) risk management of open interest.

The CDS clearing fees contain two performance obligations:

(1) clearing novation and (2) risk management of open interest.

While we allocate the transaction price between these two performance obligations, since they generally are satisfied almost simultaneously, there is no significant deferral of revenue.

CDS clearing revenues also include interest income on certain clearing margin deposits related to our CDS clearing business which are satisfied at a point in time and consists of a single performance obligation.

• Fixed Income Data and Analytics, and Other Data and Network Services:

CDS clearing revenues also include net interest income on certain clearing margin deposits related to our CDS clearing business which are satisfied at a point in time and consist of a single performance obligation.

• Fixed Income Data and Analytics and Data and Network Technology:

Fixed income data and analytics services revenues are recurring in nature and include evaluated pricing and reference data and analytics including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.

Other data and network services include those related to the ICE Global Network and our consolidated feeds business, as well as desktops and other multi-asset class analytics.

Data and network technology include those related to the ICE Global Network and our consolidated feeds business, as well as desktops and other multi-asset class analytics.

The nature and timing of each contract type for the data services above are similar in nature.

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Under success-based contracts, monthly base fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

For the majority of contracts that include variable consideration, such fees meet the variable consideration allocation exception and are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (one month) of service

and because such amounts reflect the fees to which we expect to be entitled for providing access to the Encompass platform for that period.

For certain contracts where the variable consideration allocation exception would not be met, total variable consideration to be received is estimated at contract inception and recognized ratably over the contract term.

The amount of variable consideration included in the transaction price is constrained to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the amount of variable consideration is subsequently resolved.

When agreements involve multiple distinct performance obligations, we allocate arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices of each performance obligation.

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Analyzer revenues can be both recurring and transaction-based in nature.

In addition, our data offerings include near real-time industry and peer benchmarking tools and de-identified mortgage origination data offering for lenders to access industry data and origination information.

In addition, our data offerings include near real-time industry and peer benchmarking tools and de-identified mortgage origination data for lenders to access industry data and origination information.

Revenues related to our data products are largely subscription-based and recurring in nature and recognized ratably over time as our performance obligations are met consistently throughout the period.

Black Knight's data and analytics revenues are primarily from licenses for new and historical property ownership data and valuation-related analytical services and are generally distinct.

License fees are recognized at a point in time upon delivery.

Revenues allocated to data updates are recognized ratably over the period the updates are provided.

Black Knight's data and analytics revenue primarily comes from providing access to new and historical property ownership data and valuation-related analytical services.

Revenue is recognized over-time as access and updates are provided.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions).

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Services transferred over time related to risk management of open interest performance obligations

$ 376 $ 312 $ 262

Services transferred over time related to listings 495 489 497

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Contract Assets

A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our customers where invoicing is contingent on our completion of other performance obligations or contractual milestones.

Substantially all of our contract assets are related to contracts with customers in our Mortgage Technology segment.

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( 489 ) ( 363 ) ( 169 ) ( 1,021 )

( 497 ) ( 396 ) ( 122 ) ( 1,015 )

Deferred revenue balance at December 31, 2024

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$ 119 $ 101 $ 72 $ 292

(1) Additions in our Mortgage Technology segment in the table above include $ 68 million of deferred revenue acquired on the date of the Black Knight acquisition (Note 3) and $ 37 million of Black Knight related deferred revenue added in the period after the date of acquisition through December 31, 2023 .

Included in the amortization recognized in 2025 is $ 225 million related to the deferred revenue balance as of January 1, 2025.

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As of December 31,

Restricted cash, cash equivalents and investments:

Short-term restricted cash, cash equivalents and investments:

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Total restricted cash, cash equivalents and investments $ 1,758 $ 2,106

(1) Included in the total short-term restricted cash, cash equivalents, and investments are certain investments that have maturities of greater than three months at the time of purchase and therefore are included in short-term restricted investments in the consolidated balance sheet.

The total short-term restricted investments as of December 31, 2024 and 2023 was $ 594 million and $ 680 million, respectively.

(2) Included in the total long-term restricted cash, cash equivalents, and investments are certain investments that have maturities greater than three months at the time of purchase and therefore are included in Other non-current assets in the consolidated balance sheet.

The total long-term restricted investments as of December 31, 2024 was $ 2 million.

There were no long-term restricted investments as of December 31, 2023.

(1) Included in the total short-term restricted cash, cash equivalents, and investments are certain debt security investments that have maturities of greater than three months at the time of purchase and are included in short-term restricted investments in our consolidated balance sheet.

Our total short-term restricted investments as of December 31, 2025 and 2024 were $ 629 million and $ 594 million, respectively.

(2) Included in the total long-term restricted cash, cash equivalents, and investments are certain debt security investments that have maturities greater than three months at the time of purchase and are included in long-term restricted investments in our consolidated balance sheet.

Our total long-term restricted investments as of December 31, 2025 and 2024 were $ 141 million and $ 2 million, respectively.

Short-Term Restricted Cash, Cash Equivalents and Investments

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Swap Data Repository, or SDR, ICE Trade Vault, LLC, and our U.S.

Swap Execution Facility, or SEF, ICE Swap Trade, are required to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period, subject to certain deductions, to satisfy at least six months of such operating costs at all times.

Swap Execution Facility, or SEF, ICE Swap Trade, are required to maintain liquid financial resources including cash and cash equivalents, in an amount that would cover certain operating costs, subject to certain deductions, for at least six months at all times.

DCOs, ICE Clear U.S.

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ICE Clear Credit is also regulated by the SEC as a clearing agency because it clears security-based swaps.

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE

NGX to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE NGX to maintain

financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

ICE NGX is regulated by both the CFTC and the Alberta Securities Commission.

• Other Regulated Entities:

Restricted cash on our various regulated entities and exchanges includes ICE Endex, ICE Benchmark Administration, ICE Clear Netherlands, ICE Futures Abu Dhabi, ICE Trade Vault Europe Limited, ICE Bonds Securities Corporation, among others.

Other restricted cash, cash equivalents and investments as of December 31, 2024 was primarily related to the new senior notes issued in May 2024 of which $ 500 million of the net proceeds has been invested and will be used to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025.

Restricted cash on our various regulated entities and exchanges includes ICE Endex, ICE Benchmark Administration, ICE Digital Trust, ICE Clear Netherlands, ICE Futures Abu Dhabi, ICE Trade Vault Europe Limited, ICE Securities Execution Clearing and ICE Bonds Securities Corporation, among others.

Other restricted cash, cash equivalents and investments as of December 31, 2024 were primarily related to the senior notes issued in May 2024 of which $ 500 million of the net proceeds was invested, then used to repay a portion of the aggregate principal amount of the senior notes which matured in May 2025.

Long-Term Restricted Cash, Cash Equivalents and Investments

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• ICE Clearing House Portion of the Guaranty Fund Contribution:

Our clearing houses, other than ICE NGX, require each clearing member to make deposits to a fund known as the guaranty fund.

We have a $ 15 million first-loss amount related to ICE NGX insurance and included in our contribution to its guaranty fund.

ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

See Note 14 for additional information on the guaranty funds and our contributions of cash to our clearing houses' guaranty funds.

See Note 14 for additional information on the guaranty funds and our contributions to each of our clearing houses' guaranty funds.

Property and Equipment

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Amortization of other intangible assets ( 1,012 )

Other activity, net

Other intangible assets balance at December 31, 2024

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Other intangible assets balance at December 31, 2025

We completed our acquisition of Black Knight during 2023 (see Note 3).

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

The changes in other activity, net, in the tables above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

The changes in other activity, net, in the goodwill table above primarily relate to adjustments to the fair value of the net tangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

Other intangible assets and the related accumulated amortization consisted of the following (in millions):

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As of December 31, 2024

Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value

Accumulated Amortization (1)

Net Book Value Gross Accumulated Amortization Net Book Value

Finite-lived intangible assets:

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Trademarks and trade names with indefinite lives 280 — 280 280 — 280

In-process research and development — — $ — 47 — 47

Other 8 — 8 8 — 8

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Total other intangible assets $ 20,501 $ ( 5,148 ) $ 15,353 $ 21,305 $ ( 4,999 ) $ 16,306

In 2024, 2023 and 2022, amortization expense of other intangible assets was $ 1.0 billion, $ 749 million and $ 610 million, respectively, and is recorded in depreciation and amortization expense in our consolidated statements of income.

(1) In 2025, we removed $ 868 million of fully amortized intangible assets.

In 2025, 2024 and 2023, amortization expense of other intangible assets was $ 994 million, $ 1.0 billion and $ 749 million, respectively, and is recorded in depreciation and amortization expense in our consolidated statements of income.

Collectively, the remaining weighted average useful lives of the finite-lived intangible assets is 12.8 years as of December 31, 2025.

We expect future amortization expense from the finite-lived intangible assets as of December 31, 2025 to be as follows (in millions):

We performed an analysis of impairment indicators as of December 31, 2024, and other than a $ 7 million impairment on certain trademark intangible assets within our Mortgage Technology Segment in 2023 and a $ 3 million impairment of developed technology within our Exchanges Segment in 2024 for assets no longer in use, we did not recognize any impairment losses on goodwill or other intangible assets in 2024, 2023 or 2022.

Total $ 8,843

Goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter or in interim periods if events occur or circumstances change that would indicate that the carrying amount may be impaired.

We did not recognize any impairment losses on goodwill or indefinite-lived intangible assets in 2025, 2024 or 2023.

Our finite-lived intangible assets are tested for impairment when indicators of impairment are present.

Other than a $ 7 million impairment on certain trademark intangible assets within our Mortgage Technology Segment in 2023 and a $ 3 million impairment of developed technology within our Exchanges Segment in 2024 for assets no longer in use, we did not recognize any impairment losses on finite-lived intangible assets in 2025, 2024 or 2023.

The impairment charges described above are included in depreciation and amortization expense within the consolidated statements of income.

We considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included continued global inflation concerns and changing interest rates, including their effect on our forecasts and discount rates, among other things.

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

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$ 1,035 $ 529

2025 Senior Notes ( 3.65 %;

unsecured due May 23, 2025)

2025 Senior Notes ( 3.65 % unsecured due May 23, 2025)

2025 Senior Notes ( 3.75 % senior notes due December 1, 2025)

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Long-term debt:

2025 Term Loan due August 31, 2025 — 1,600

2025 Senior Notes ( 3.65 % senior notes due May 23, 2025)

2025 Senior Notes ( 3.75 % senior notes due December 1, 2025)

2027 Senior Notes ( 4.00 % senior notes due September 15, 2027)

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2028 Senior Notes ( 3.75 % senior notes due September 21, 2028)

2028 Senior Notes ( 3.95 % unsecured due December 1, 2028)

2029 Senior Notes ( 4.35 % senior notes due June 15, 2029)

2030 Senior Notes ( 2.10 % senior notes due June 15, 2030)

2031 Senior Notes ( 4.20 % unsecured due March 15, 2031)

2031 Senior Notes ( 5.25 % senior notes due June 15, 2031)

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No amounts were outstanding under the Credit Facility as of December 31, 2025.

As of December 31, 2024, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 529 million was required to back-stop the notes outstanding under our U.S.

As of December 31, 2025, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 1.0 billion was required to back-stop the notes outstanding under our U.S.

dollar commercial paper program, or the Commercial Paper Program, and $ 168 million was required to support certain broker-dealer and other subsidiary commitments.

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• 2022 Term Loan :

We previously had a $ 2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, that we entered into on May 25, 2022.

Draws under the Term Loan bore interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin of 87.5 basis points plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin.

The applicable margin ranged from 0.625 % to 1.125 % for Term SOFR loans and from 0.000 % to 0.125 % for base rate loans, in each case, based on a ratings-based pricing grid.

We previously had a $ 2.4 billion two-year Term Loan, that we entered into on May 25, 2022.

The proceeds from borrowings under the Term Loan were used to fund a portion of the purchase price for the Black Knight acquisition.

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The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.

In 2025 we had net borrowings of $ 506 million under the Commercial Paper Program.

In 2024, we had net repayments of $ 1.4 billion under the Commercial Paper Program.

In 2023 we issued $ 2.6 billion under the Commercial Paper Program to fund a portion of the purchase price for the Black Knight acquisition, partially offset by net repayments of $ 600 million funded primarily by cash flows from operations.

As of December 31, 2024, commercial paper notes of $ 529 million with original maturities ranging from 6 to 20 days were outstanding with a weighted average interest rate of 4.6 % per annum, and a weighted average remaining maturity of 14 days.

As of December 31, 2025, commercial paper notes of $ 1.0 billion with original maturities ranging from 2 to 28 days were outstanding with a weighted average interest rate of 4.0 % per annum, and a weighted average remaining maturity of 22 days.

As of December 31, 2025, our senior notes of $ 18.6 billion had a weighted average maturity of 14 years and a weighted average cost of 3.7 % per annum.

• Senior Notes Issued in November 2025:

On November 17, 2025, we issued $ 1.25 billion in aggregate principal amount of new fixed rate senior notes, comprised of the following:

– $ 600 million in aggregate principal amount of 3.95 % senior notes due in 2028;

– $ 650 million in aggregate principal amount of 4.20 % senior notes due in 2031, or collectively, the Notes.

We used the net proceeds from the offering of the Notes to redeem $ 1.25 billion aggregate principal amount of the 3.75 % senior notes that matured December 1, 2025.

We issued the debt at a discount and incurred debt issuance costs totaling $ 16 million and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the Notes.

• Exchange Offers:

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• Senior Notes Issued in May 2024:

On May 13, 2024, we issued $ 750 million in aggregate principal amount of 5.25 % senior notes due 2031, or the 2031 Notes.

We intend to use $ 500 million of the net proceeds from the offering of the 2031 Notes to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025, or the 2025 Notes.

The net proceeds intended to repay the 2025 Notes have been invested and recorded as short-term restricted investments in our consolidated balance sheet as of December 31, 2024.

We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the Term Loan.

We incurred debt issuance costs of $ 6 million relating to the issuance of the 2031 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the 2031 Notes.

• Senior Notes Issued in May 2022:

On May 23, 2022, we issued $ 8.0 billion in aggregate principal amount of new fixed rate senior notes, comprised of the following:

– $ 1.25 billion in aggregate principal amount of 3.65 % senior notes due in 2025, or the 2025 Notes;

– $ 1.5 billion in aggregate principal amount of 4.00 % senior notes due in 2027, or the 2027 Notes;

– $ 1.25 billion in aggregate principal amount of 4.35 % senior notes due in 2029, or the 2029 Notes;

– $ 1.5 billion in aggregate principal amount of 4.60 % senior notes due in 2033, or the 2033 Notes;

– $ 1.5 billion in aggregate principal amount of 4.95 % senior notes due in 2052, or the 2052 Notes;

– $ 1.0 billion in aggregate principal amount of 5.20 % senior notes due in 2062, or the 2062 Notes, collectively, the Notes.

We used the net proceeds of $ 4.9 billion from the offering of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand and borrowings under the Term Loan to finance the cash portion of the purchase price for Black Knight.

We used the $ 3.0 billion of net proceeds from the offering of the 2033 Notes and the 2052 Notes to redeem $ 2.7 billion aggregate principal amount of four series of senior notes that would have matured in 2022 and 2023.

The balance of the net proceeds was used for general corporate purposes, which included paying down a portion of the amounts outstanding under our Commercial Paper Program.

We recorded $ 30 million in costs associated with the extinguishment and re-financing of our existing debt in connection with our May 2022 debt refinancing which included a make-whole redemption of $ 18 million, duplicative interest of $ 7 million and $ 5 million of accelerated unamortized deferred debt costs.

These costs were included in interest expense in our consolidated statements of income for 2022.

We incurred debt issuance costs of $ 67 million relating to the issuance of the Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the Notes.

On May 13, 2024, we issued $ 750 million in aggregate principal amount of 5.25 % senior notes due 2031.

We used $ 500 million of the net proceeds from the offering of the 2031 Notes to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025, or the 2025 Notes.

The net proceeds used to repay the 2025 Notes were invested and recorded as short-term restricted investments

in our consolidated balance sheet as of December 31, 2024.

We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under a term loan which has since been repaid in full.

We issued the debt at a discount and incurred debt issuance costs totaling $ 7 million relating to the issuance of the 2031 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the 2031 Notes.

• Remaining Outstanding Senior Notes:

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Share-Based Compensation

The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units and under our employee stock purchase plan were $ 231 million, $ 257 million and $ 155 million in 2024, 2023 and 2022, respectively, net of $ 21 million, $ 18 million and $ 16 million, respectively, that was capitalized as software development costs.

The 2023 expense includes the expense related to the portion of the Black Knight replacement awards that were accelerated on the Divestiture Date, described below.

As of December 31, 2024, we had 36.2 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

Year ended December 31,

2025 2024 2023

Classified as compensation and benefits expenses:

Stock options and RSUs

$ 223 $ 214 $ 201

Capitalized as software development costs ( 26 ) ( 21 ) ( 18 )

$ 212 $ 207 $ 196

Classified as acquisition-related transaction and integration costs 26 24 61

Total non-cash compensation expense

$ 238 $ 231 $ 257

As of December 31, 2025, we had 34.9 million shares in total under various equity plans available for future issuance as stock option and restricted stock units.

Stock Options

Stock options are granted with an exercise price equal to the fair value of our common stock on the grant date.

We have historically granted stock options with an exercise price equal to the fair value of our common stock on the grant date.

We may grant, under provisions of the plans, both incentive stock options and nonqualified stock options.

1 unchanged sentence

The shares of common stock issued under our stock option plans are made available from authorized and unissued common stock or treasury shares.

The fair value is based on our closing stock price on the date of grant as well as certain other assumptions.

Compensation expense arising from option grants is recognized ratably over the vesting period based on the grant date fair value, net of estimated forfeitures.

11 unchanged sentences

Exercised ( 561 ) 61.21

Forfeited ( 20 ) $ 114.19

Outstanding at December 31, 2024

2,190 $ 93.90

Granted 212 $ 135.46

Exercised ( 387 ) 67.49

20 unchanged sentences

Weighted-average exercise price $ 95.89 $ 85.59 $ 74.49

As of December 31, 2024, there were $ 9 million in total unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted average period of 1.4 years as the stock options vest.

As of December 31, 2025, there were $ 3 million in total unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted average period of less than one year as the stock options vest.

We use the Black-Scholes option pricing model to value our stock option awards.

We did not grant any stock options in 2025.

During 2024 and 2023, we used the assumptions in the table below to compute the value:

Year Ended December 31,

2024 2023 2022

Risk-free interest rate

2 unchanged sentences

Expected volatility

24 % 24 % 23 %

Expected dividend yield

2 unchanged sentences

$ 37.56 $ 27.39

The risk-free interest rate is based on the zero-coupon U.S.

The risk-free interest rate was based on the zero-coupon U.S.

Treasury yield curve in effect at the date of grant.

The expected life is derived from historical and anticipated future exercise patterns.

Expected volatility is based on historical volatility data of our stock.

Restricted Stock

Expected volatility was based on historical volatility data of our stock.

Restricted Stock Units

Restricted stock units are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return.

We issue awards that may contain a combination of time, performance and/or market conditions.

The grant date fair value of each award is based on the closing stock price of our stock at the date of grant and our stock compensation expense is recorded net of estimated forfeitures based on historical forfeiture rates.

We issue awards that

may contain a combination of time, performance and/or market conditions as described below.

Granted but unvested shares are generally forfeited upon termination of employment, whereby compensation costs previously recognized for unvested shares are reversed.

Until the shares vest and are issued, participants have no voting or dividend rights and the shares may not be sold, assigned, transferred, pledged or otherwise encumbered.

Unvested restricted stock earns dividend equivalents which are paid in cash on the vesting date.

The grant date fair value of time-based restricted stock units is recognized as expense ratably over the vesting period, which is typically three or four years , net of forfeitures.

Our equity plans include a change in control provision that may accelerate vesting on both the time-based and performance-based restricted shares if the awards are not assumed by an acquirer in the case of a change in control.

For awards with performance conditions, we recognize compensation costs, net of forfeitures, using an accelerated attribution method over the vesting period.

Compensation costs are recognized only if it is probable that the performance condition will be satisfied.

If we initially determine that it is not probable of being satisfied and later determine that it is, or vice versa, a cumulative catch-up adjustment is recorded in the period of change based on the new estimate.

We recognize the remaining compensation costs over the remaining vesting period.

For awards with a market condition, fair value is estimated based on a simulation of various outcomes and includes inputs such as our stock price at the beginning of the period subject to the market condition, the risk-free interest rate, the time period of the market condition and the expected volatility of ICE's stock and the underlying equity securities of the S&P 500 benchmark index subject to the market condition.

In February 2024, we reserved a maximum of 0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees.

The number of shares ultimately granted under this award is based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, 2024.

In 2024, we performed at a performance level "above-target".

Based on our actual 2024 financial performance as compared to the 2024 financial performance level thresholds, 0.5 million restricted shares will be awarded.

This results in $ 62 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 33 million expensed during 2024.

In October 2023, we granted performance-based restricted awards to certain of our employees.

We reserved shares for potential issuance of these awards with vesting terms over five years .

Unvested restricted stock units earn dividend equivalents which are paid in cash on the vesting date.

Service Condition RSUs

During 2025, 2024, and 2023, we granted 0.9 million, 1.0 million, and 1.2 million, respectively, of time-based RSUs.

The grant date fair value of each award was based on the closing stock price of our stock at the date of grant.

These RSUs generally vest in equal installments on each anniversary of the grant date, subject to continued employment.

The grant date fair value of time-based RSUs is recognized as expense ratably over the vesting period, which is three or four years , net of forfeitures.

In connection with our Black Knight acquisition in September 2023, certain restricted stock units held by Black Knight employees were converted to ICE restricted stock awards.

The replacement awards contain the same terms and conditions as were applicable to the awards immediately prior to the merger.

These awards will be fully vested by 2026.

In connection with the Divestitures and certain terminations, $ 55 million of replacement restricted stock awards accelerated for the period between the acquisition date of September 5, 2023, through December 31, 2023, which we recorded as acquisition-related costs (see Note 3).

Performance Condition RSUs

During 2025, 2024, and 2023, we granted 0.3 million, 0.4 million, and 0.4 million, respectively, of one-year performance based RSUs, or PSUs, to certain of our employees.

The number of shares that will ultimately vest under these PSUs is based on the grant date year's EBITDA relative to a pre-established goal set by our Board and the Compensation Committee.

The PSUs will then vest in three equal installments on each anniversary of the grant date, subject to continued employment.

The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant.

For these PSUs, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable actual financial performance as compared to the financial performance targets, net of estimated forfeitures.

In 2025, 2024, and 2023, we performed at a performance level "above target".

During both 2025 and 2024, we granted 0.1 million of three-year PSUs to certain of our employees.

The number of shares that will ultimately vest under these PSUs is based on our full year EBITDA three years from the grant date relative to a pre-established goal set by our Board and the Compensation Committee.

These PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment.

The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant.

For these PSUs, we recognize expense ratably over the vesting period based on our quarterly assessment of the probable actual financial performance as compared to the financial performance targets, net of estimated forfeitures.

As of December 31, 2025, our best estimate is that the financial performance level will be at target for the performance period for both years.

In October 2023, we granted deal incentive PSUs that will ultimately vest based on the synergy targets set by our Board and the Compensation Committee.

The awards have three separate performance periods all beginning on the grant date with the first ending on December 31, 2026, second on December 31, 2027, and the last on December 31, 2028.

The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant.

For these PSUs, we recognize expense on an accelerated basis over the performance periods based on our quarterly assessment of the probable actual synergy achievement as compared to the targets.

As of December 31, 2025, our best estimate is that the achievement level will be at target for the performance period.

Market Condition RSUs

During each of 2025, 2024, and 2023, we granted 0.1 million of total stockholder return, or TSR, performance based RSUs, or TSR-based PSUs.

The number of shares that will ultimately vest under these TSR-based PSUs will be based on our cumulative TSR performance over the three-year period relative to that of the S&P 500.

These TSR-based PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment.

The fair values of these awards were estimated based on a simulation of various outcomes and includes inputs such as our stock price at the beginning of the period subject to the market condition, the risk-free interest rate, the time period of the market condition and the expected volatility of ICE's stock and the underlying equity securities of the S&P 500 benchmark index subject to the market condition.

For these awards, we recognize expense ratably over the vesting period, net of forfeitures.

The following is a summary of nonvested restricted shares under all plans discussed above:

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Nonvested at December 31, 2023

4,296 $ 114.31

Granted 1,761 136.03

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Nonvested at December 31, 2024

4,099 $ 121.10

Granted 1,480 167.54

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Nonvested at December 31, 2025

3,662 $ 137.19

Year Ended December 31,

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Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met.

Time-based awards reflected in the table above include Black Knight unvested awards that converted to our awards on the date of acquisition, as discussed below.

Time-based awards reflected in the table above include Black Knight unvested awards that converted to our awards on the date of acquisition, as discussed above.

As of December 31, 2025, there were $ 234 million in total unrecognized compensation costs related to time-based and performance-based restricted stock.

These costs are expected to be recognized over a weighted-average period of 1.4 years as the restricted stock vests.

Black Knight Restricted Stock Awards

In connection with our Black Knight acquisition in September 2023, certain restricted stock awards held by Black Knight employees were converted to ICE restricted stock awards and included in the table above.

The replacement awards contain the same terms and conditions as were applicable to the awards immediately prior to the merger.

These awards will be fully vested by 2026.

Our stock compensation expense for December 31, 2024 and 2023 related to these awards was $ 25 million and $ 18 million, respectively.

Employee Stock Purchase Plan

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The purchase price per share of common stock is 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

We recorded compensation expenses of $ 14 million, $ 13 million and $ 13 million during 2024, 2023 and 2022, respectively, related to the discount given to our participating employees.

We are authorized to issue 1.5 billion shares with a par value of $ 0.01 per share.

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Treasury Stock

During each of 2024, 2023 and 2022, we received 1 million shares of common stock from employees to satisfy tax withholdings we made on their behalf for restricted stock and stock option exercises.

We recorded the receipt of the shares as treasury stock.

Non-Controlling Interests

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

As of December 31, 2024, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

As of December 31, 2024, we had redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024.

Stock Repurchase Program

We periodically review whether to repurchase our stock.

In December 2025, our Board approved an aggregate of $ 3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026.

The $ 3.0 billion replaced the previous amount approved by the Board.

The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock.

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overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.

We fund repurchases from our operating cash flow or borrowings under our debt facilities or Commercial Paper Program.

Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations.

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In connection with our acquisition of Black Knight, on May 4, 2022, we terminated our Rule 10b5-1 trading plan and suspended share repurchases.

We did not have any share repurchases in 2024 or 2023.

During 2022 we repurchased 5.0 million shares of our outstanding common stock at a cost of $ 632 million excluding shares withheld upon vesting of equity awards.

In February 2025, we entered into a new Rule 10b5-1 trading plan that became effective on February 21, 2025.

During 2025, we repurchased 7.7 million shares of our outstanding common stock at a cost of $ 1.3 billion.

During 2025, we recorded $ 10 million of excise tax in treasury stock as part of the cost basis of the shares repurchased.

The shares repurchased are held in treasury stock.

We did not have any share repurchases in 2024 or 2023.

We may begin or discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans.

As of December 31, 2024, the remaining balance of Board approved funds for future repurchase was $ 2.5 billion.

The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the periods presented as follows:

Shares Repurchased

(in thousands) Average Repurchase Price Per Share Amount of Repurchases

(in millions) Total cumulative year-to-date shares purchased as part of publicly announced plans or programs

(in thousands) Approximate dollar

value of shares that

purchased under the

plans or programs as of the end of the quarter

(in millions)

Fourth quarter — $ — $ — — $ 2,518

Third quarter — $ — $ — — $ 2,518

Second quarter — $ — $ — — $ 2,518

First quarter — $ — $ — — $ 2,518

Total common stock repurchases — $ — $ —

Fourth quarter — $ — $ — — $ 2,518

Third quarter — $ — $ — — $ 2,518

Second quarter — $ — $ — — $ 2,518

First quarter — $ — $ — — $ 2,518

Total common stock repurchases — $ — $ —

Fourth quarter — $ — $ — 4,955 $ 2,518

Third quarter — $ — — 4,955 $ 2,518

Second quarter 1,281 $ 122.54 157 4,955 $ 2,518

First quarter 3,674 $ 129.30 475 3,674 $ 2,675

Total common stock repurchases (1)

4,955 $ 127.56 $ 632

(1) Includes 0.4 million shares purchased on the open market at a cost of $ 50 million and 4.6 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 582 million.

Shares withheld for taxes on employee equity awards

During each of 2025, 2024 and 2023, we received 1 million shares of common stock from employees to satisfy tax withholdings we made on their behalf for vesting of restricted stock units and stock option exercises.

We recorded the receipt of the shares as treasury stock.

Non-Controlling Interests

As of December 31, 2025, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

As of December 31, 2025, we have redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024.

Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives, our financial results and capital requirements, and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio.

We declared and paid cash dividends per share during the periods presented as follows:

Dividends Per Share Amount

(in millions)

Fourth quarter $ 0.45 $ 259

Third quarter 0.45 261

Second quarter 0.45 261

First quarter 0.45 258

Total cash dividends declared and paid $ 1.80 $ 1,039

Fourth quarter $ 0.42 $ 242

Third quarter 0.42 241

Second quarter 0.42 236

First quarter 0.42 236

Total cash dividends declared and paid $ 1.68 $ 955

Fourth quarter $ 0.38 $ 214

Third quarter 0.38 213

Second quarter 0.38 213

First quarter 0.38 213

Total cash dividends declared and paid $ 1.52 $ 853

Year Ended December 31,

2025 2024 2023

Annual dividends per share (1)

$ 1.92 $ 1.80 $ 1.68

Dividends paid (in millions) $ 1,105 $ 1,039 $ 955

(1) The quarterly dividends per share were $ 0.48 , $ 0.45 and $ 0.42 in 2025, 2024 and 2023, respectively.

Accumulated Other Comprehensive Income/(Loss)

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

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

Changes in Accumulated Other Comprehensive Income/(Loss) by Component

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$ ( 278 ) $ 2 $ ( 55 ) $ ( 331 )

Other comprehensive loss ( 130 ) — ( 10 ) ( 140 )

Income tax benefit 2 — 3 5

Net current period other comprehensive loss ( 128 ) — ( 7 ) ( 135 )

Balance, as of December 31, 2022

( 278 ) 2 ( 55 ) ( 331 )

Other comprehensive income/(loss) 49 — ( 15 ) 34

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( 285 ) 9 ( 62 ) ( 338 )

Other comprehensive income 99 1 21 121

Income tax expense — ( 1 ) ( 6 ) ( 7 )

Net current period other comprehensive income 99 — 15 114

Balance, as of December 31, 2025

$ ( 186 ) $ 9 $ ( 47 ) $ ( 224 )

Income before income taxes and the income tax provision consisted of the following (in millions):

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$ 894 $ 968 $ 785

Deferred tax benefit:

Deferred tax expense/(benefit):

Federal $ 30 $ ( 47 ) $ ( 124 )

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Total income tax expense $ 976 $ 826 $ 456

We adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, or ASU 2023-09, on a prospective basis beginning with the year ended December 31, 2025.

A reconciliation of the statutory U.S.

federal income tax rate to our effective income tax rate is as follows:

federal income tax rate to our effective income tax rate for the year ended December 31, 2025 is presented accordingly as follows (dollar amounts in millions):

Year Ended December 31, 2025

2024 2023 2022

Amount Percent

Statutory federal income tax rate $ 913 21 %

State and local income taxes, net of federal benefit 119 3

Effect of cross border tax laws:

Foreign-derived intangible income ( 58 ) ( 1 )

Other ( 3 ) —

Tax credits ( 24 ) ( 1 )

Changes in valuation allowance ( 19 ) ( 1 )

Nontaxable or nondeductible items — —

Other reconciling items ( 6 ) —

Unrecognized tax benefits ( 61 ) ( 1 )

Foreign tax effects:

United Kingdom:

Statutory tax rate difference 95 2

Other jurisdictions 19 —

Total provision for income taxes $ 976 22 %

The following table reconciles the U.S.

federal statutory income tax rate to our effective income tax rates for the years ended December 31, 2024 and 2023 based on the required disclosure prior to our adoption of ASU 2023-09:

Year Ended December 31,

Statutory federal income tax rate 21 % 21 %

State and local income taxes, net of federal benefit 3 2

Foreign tax rate differential 3 2

Current year tax benefit from foreign derived intangible income

( 2 ) ( 2 ) ( 3 )

Unrecognized tax benefits — ( 1 )

State apportionment changes ( 1 ) ( 6 )

State deferred benefit of Bakkt impairment — — ( 5 )

Federal research tax credits ( 1 ) ( 1 )

Total provision for income taxes 23 % 16 %

The 23 % effective tax rate in 2024 was above the statutory federal income tax rate primarily due to state and local income taxes, including the impacts of recording valuation allowances on certain state deferred tax assets, partially offset by favorable state apportionment changes and statutes of limitations expirations.

The 16 % effective tax rate in 2023 was below the statutory federal income tax rate primarily due to favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.

These tax benefits were partially offset by the impact of the U.K.

corporate income tax increase from 19% to 25% effective April 1, 2023 and the tax impact of certain non-deductible Black Knight acquisition costs.

The 17% effective tax rate in 2022 was below the statutory federal income tax rate primarily due to the deferred income tax benefit from the impairment of equity investment in Bakkt in 2022.

The states and local jurisdictions that contribute to the majority (greater than 50%) of the state tax effects in 2025 are Florida and New York State.

The jurisdictions accounting for 5% or more of the total cash paid for income taxes for the year ended December 31, 2025 of $ 1.1 billion, include U.S.

Federal $ 300 million, U.S.

States $ 74 million, U.K.

$ 615 million, and Other Foreign $ 79 million.

The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.

The European Union member states and many other countries, including the U.K., our most significant non-U.S.

The EU member states and many other countries, including the U.K., our most significant non-U.S.

jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules.

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enacted the U.K.

Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before

December 31, 2026 and ending on or before June 30, 2028.

Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules, and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028.

These Pillar Two rules, including those in the U.K., did not have a material impact on our income tax provision as of December 31, 2025, 2024, or 2023.

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Deferred tax liabilities:

Acquired intangibles ( 4,239 ) ( 4,507 )

Right of use asset ( 46 ) ( 48 )

Equity investment ( 76 ) ( 90 )

Property and equipment $ ( 26 ) $ —

Intangible assets ( 4,064 ) ( 4,239 )

Right of use assets ( 112 ) ( 46 )

Equity investments ( 85 ) ( 76 )

Other ( 33 ) —

Total deferred tax liabilities $ ( 4,320 ) $ ( 4,361 )

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We recorded a valuation allowance for deferred tax assets of $ 140 million and $ 200 million as of December 31, 2025 and 2024, respectively.

The net decrease of our valuation allowance in 2025 is primarily due to corresponding decreases of related capital loss deferred tax assets and additional capital gains recognized in the current year that can utilize capital loss carryovers.

The net increase of our valuation allowance in 2024 is primarily due to certain tax attributes that are not more likely than not to be utilized prior to expiration in the future, partially offset by purchase accounting adjustments recorded through goodwill related to the Black Knight acquisition.

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with no material additional income tax consequences in the future.

Due to the application of the high-tax exception to Global Intangible Low-Taxed Income, the majority of the earnings of our non-U.S.

subsidiaries in 2024 and 2023 are not subject to U.S.

After December 31, 2022, due to the application of the high-tax exception to Global Intangible Low-Taxed Income, the majority of the earnings of our non-U.S.

subsidiaries are not subject to immediate U.S.

income taxation.

However, the majority of

these 2024 and 2023 foreign earnings can also be distributed to the U.S.

However, the majority of these post-December 31, 2022 foreign earnings can also be distributed to the U.S.

with no material additional U.S.

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Further, a determination of the unrecognized deferred tax liability is not practicable.

An estimate of these indefinitely reinvested undistributed earnings as of December 31, 2024, based on post-income tax earnings under U.S.

GAAP, is $ 5.8 billion.

As of December 31, 2025 and 2024, we have gross U.S.

federal net operating loss carryforwards of $ 94 million and $ 92 million, respectively, and gross state and local net operating loss carryforwards of $ 138 million and $ 251 million for 2025 and 2024, respectively.

In addition, we had $ 127 million and $ 204 million of deferred tax assets related to federal and state capital losses as of December 31, 2024 and 2023, respectively.

The net operating loss carryforwards and credit carryforwards are available to offset future taxable income until they begin to expire in 2027.

In addition, we had $ 63 million and $ 127 million of deferred tax assets related to capital losses as of December 31, 2025 and 2024, respectively.

These net operating loss carryforwards and credit carryforwards are available to offset future taxable income until they begin to expire in 2027.

In addition, as of December 31, 2025 and 2024, we have gross foreign net operating loss carryforwards of $ 228 million and $ 219 million, respectively.

The majority of the remaining gross foreign net operating losses are not expected to be realizable in future periods and have related valuation allowances.

The majority of the gross foreign net operating losses are not expected to be realizable in future periods and have related valuation allowances.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

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Ending balance of unrecognized tax benefits $ 206 $ 274 $ 268

As of December 31, 2024 and 2023, the balance of unrecognized tax benefits which would, if recognized, affect our effective tax rate was $ 228 million for both years.

It is reasonably possible, as a result of settlements of ongoing audits or statutes of limitations expirations, that unrecognized tax benefits could increase as much as $ 32 million and decrease as much as $ 81 million within the next 12 months.

As of December 31, 2025 and 2024, the balance of unrecognized tax benefits which would, if recognized, affect our effective tax rate was $ 171 million and $ 228 million, respectively.

Of the $ 206 million in unrecognized tax benefits as of December 31, 2025, $ 174 million is recorded within other non-current liabilities and $ 32 million is recorded within other current liabilities.

We recognize interest and penalties accrued on income tax uncertainties as a component of income tax expense/benefit.

In 2024, 2023 and 2022, we recognized an expense of $ 14 million, a benefit of $ 30 million and an expense of $ 12 million, respectively, for interest and penalties.

In 2025, 2024 and 2023, we recognized a benefit of $ 5 million, an expense of $ 14 million and a benefit of $ 30 million, respectively, for interest and penalties.

As of December 31, 2025 and 2024, accrued interest and penalties were $ 42 million and $ 47 million, respectively.

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Agricultural, metals, foreign exchange, or FX, interest rate and equity index futures and/or options contracts ICE Futures U.S.

ICE Clear Credit OTC North American, European, Asian-Pacific and Emerging Market CDS instruments Creditex and third-party venues U.S.

ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets ICE Endex The Netherlands

ICE Clear Credit OTC North American, European, Asian-Pacific and Emerging Market CDS instruments ICE Swap Trade and other unaffiliated third-party venues U.S.

ICE Clear Netherlands Equity, equity indices and interest rate derivatives ICE Endex and ICE Futures Europe The Netherlands

ICE Clear Singapore Energy, metals and financial futures products ICE Futures Singapore Singapore

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In addition, we have contributed our own capital that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient.

Such amounts are recorded as long-term restricted cash and cash equivalents in our balance sheets and are as follows (in millions):

Such amounts are recorded as long-term restricted cash and cash equivalents and long-term restricted investments in our balance sheets and are as follows (in millions):

ICE Portion of Guaranty Fund Contribution Default insurance

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Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of December 31, 2024, ICE NGX maintained a guaranty fund of $ 215 million, comprised of $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

As of December 31, 2025, ICE NGX maintained a guaranty fund of $ 215 million, comprising $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

Separately, ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes if a direct participant of the ICE NGX clearing house, or Contracting Party, defaulted.

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Treasury and other highly-rated foreign government securities, or reverse repurchase agreements with primarily overnight maturities.

Reverse repos are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral if the underlying securities lose value in an amount sufficient to maintain collateralization of at least 102%.

Reverse repos are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral, if needed, to maintain sufficient collateralization.

We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets.

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ICE Clear Europe National bank account $ 5,368 $ 4,817

$ 4,817 $ 5,819

ICE Clear Europe Reverse repo 33,020 37,276

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Total invested deposits, delivery contracts receivable and unsettled variation margin $ 4,437 $ 2,163

(1) As of December 31, 2024, ICE Clear Europe held £ 3.8 billion ($ 4.8 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2514 as of December 31, 2024) at the Bank of England, or BOE.

As of December 31, 2023, ICE Clear Europe held € 11 million ($ 12 million based on the euro/U.S.

dollar exchange rate of 1.1037 as of December 31, 2023) at the European Central Bank, or ECB, £ 4.6 billion ($ 5.8 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2732 as of December 31, 2023) at the BOE and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

ICE Clear Europe periodically enters into foreign currency swaps in order to rebalance liquidity buffers for certain currencies.

As of December 31, 2025, there were no outstanding swaps.

Other Deposits

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, European emission allowance certificates or gold at ICE Clear Europe, to mitigate credit risk.

Non-cash original margin and guaranty fund deposits are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets.

Any income, gain or loss accrues to the clearing members .

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, emissions allowances, and may include other non-cash collateral such as letters of credit at ICE NGX to mitigate credit risk.

For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.

These other deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the Members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the Member is no longer entitled to redeem the assets.

Any income, gain or loss accrues to the Members.

The value-related risks and rewards of these assets remain with the Members.

Any gain or loss accrues to the Member.

The ICE Clearing Houses do not, in the ordinary course, rehypothecate or re-pledge these assets.

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As of December 31, 2025, ICE NGX maintains a guaranty fund of $ 215 million funded by a $ 200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy.

to $ 200 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $ 200 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

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In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, clearing member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong-way risk.

We also performed calculations to determine the fair value of our counterparty performance guarantee taking into consideration factors such as daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by the ICE Clearing Houses.

We also performed assessments to determine the fair value of our counterparty performance guarantee taking into consideration factors such as daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by the ICE Clearing Houses.

Based on these analyses, the estimated counterparty performance guarantee liability was determined to be nominal, and no liability was recorded as of December 31, 2025 or 2024.

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December 31, 2024

January 1, 2023

As of December 31, 2023

Right-of-use lease assets $ 578 $ 295 $ 305

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Total operating lease liability

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

Year Ended December 31,

Cash paid for amounts included in the measurement of operating lease liability

Right-of-use assets obtained in exchange for operating lease obligations

Commitments and Contingencies

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Assessments of losses are inherently subjective and involve unpredictable factors.

While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business, including the matter described below, are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters.

A range of possible losses related to certain cases cannot be reasonably estimated at this time, except for $ 19 million of accruals related to regulatory matters, of which $ 4 million was recorded during 2025.

PennyMac Arbitration

In 2019, Black Knight Servicing Technologies, LLC, or BKST, an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial, or the Black Knight Complaint, against PennyMac Loan Services, LLC, or PennyMac, in Florida state court.

The Black Knight Complaint included causes of action for breach of contract and misappropriation of MSP® System trade secrets by PennyMac for it to develop a mortgage servicing system (known as SSE) intended to replace the MSP® System.

The Black Knight Complaint sought damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and a declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP® System and related trade secret and confidential information.

PennyMac filed a motion to compel arbitration of the action, and the trial court granted the motion in 2020.

The trial court’s order compelling arbitration was confirmed on appeal.

Shortly after the filing of the Black Knight Complaint, PennyMac filed an Antitrust Complaint, or the PennyMac Complaint, against Black Knight in the United States District Court for the Central District of California.

The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law.

The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages.

Generally, PennyMac alleged that Black Knight relied on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market.

Black Knight moved to

dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST.

In 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss, and PennyMac filed a notice of dismissal of this action without prejudice and indicated that it intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third-party claims and/or counterclaims in arbitration.

Following PennyMac’s submission of this matter in 2020 to the American Arbitration Association, PennyMac filed an amended arbitration demand and Black Knight filed an answering statement.

A multi-week arbitration hearing was held on Black Knight’s and PennyMac’s respective claims, and the hearing concluded in June 2023.

On November 29, 2023, the arbitrator issued an Interim Award that, among other things, found that PennyMac, in developing its SSE software, engaged in the unauthorized use of Black Knight’s confidential information;

granted Black Knight’s breach of contract claim on this basis;

and awarded Black Knight $ 155 million in damages (reduced to $ 150 million by a subsequent order dated January 3, 2024 clarifying the period through which damages applied).

The Interim Award denied Black Knight’s claim for misappropriation of trade secrets and granted or denied (or denied as moot) various of the parties’ respective other claims.

On January 12, 2024, the arbitrator entered a Final Award stating that an additional $ 7 million was owed to Black Knight for prejudgment interest for a total award of $ 157 million.

On February 14, 2024, PennyMac paid Black Knight $ 160 million in satisfaction of the final award (inclusive of applicable interest).

In the same arbitration, PennyMac also brought claims under the Sherman and Clayton Acts, seeking $ 65 million in damages, subject to trebling.

The arbitrator awarded PennyMac zero dollars in damages on its claims.

The arbitrator also found unenforceable a legacy provision in Black Knight contracts preventing clients from servicing loans on multiple systems simultaneously.

Black Knight never enforced that provision against any customer and has alerted current customers that this provision will not be enforced.

As previously disclosed in our Form 10-K for the year ended December 31, 2024, the arbitration between Black Knight Servicing Technologies, LLC, an indirect, wholly-owned subsidiary of Black Knight, and PennyMac Loan Services, LLC, or PennyMac, was resolved in 2024.

The arbitrator entered a Final Award in January 2024 and on February 14, 2024, PennyMac paid Black Knight $ 160 million in satisfaction of the final award (inclusive of applicable interest).

We recognized a $ 160 million gain related to this matter in 2024.

Please refer back to our 2024 Form 10-K for more information on this matter.

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain.

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( 34 ) ( 33 ) ( 35 )

Amortization of loss

Aggregate pension (benefit)/expense

Aggregate pension benefit

$ ( 5 ) $ ( 4 ) $ ( 5 )

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To provide for the future payments of these benefits, we have purchased insurance on the lives of certain of the participants through company-owned policies.

As of both December 31, 2024 and 2023, the cash surrender value of such policies was $ 60 million and is included in other non-current assets in the accompanying consolidated balance sheets.

We also acquired a SERP through both the ICE NGX and Chicago Stock Exchange acquisitions.

The cash surrender value of these policies was $ 27 million and $ 60 million as of December 31, 2025 and 2024, respectively, and is included in other non-current assets in the accompanying consolidated balance sheets.

acquired a SERP through both the ICE NGX and Chicago Stock Exchange acquisitions.

The following table provides a summary of the changes in the SERP benefit obligations (in millions):

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4.8 % / 4.7 %

Expected long-term rate of return on plan assets (pension/SERP plans)

Expected long-term rate of return on plan assets (pension plan)

Rate of compensation increase

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The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

To develop the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

The determination of the interest cost component utilizes a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to each year’s discounted cash flow.

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Benefits paid

( 13 ) ( 13 )

Benefit obligation at the end of year

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Fair Value Measurements

Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of December 31, 2024 and 2023 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Financial assets and liabilities carried or disclosed at fair value as of December 31, 2025 and 2024 were classified in the fair value hierarchy based on the most significant lowest-level input used in their valuation.

Recurring Fair Value Measurements

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These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (see Note 17).

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

Our equity investment in D&B (Note 4) was measured at fair value on a recurring basis using Level 2 inputs including the directly observable D&B stock price, adjusted for a lack of marketability factor associated with the investment.

We sold this investment in 2023 and no longer held it as of December 31, 2024.

As described in Note 3, we measured the Promissory Note obtained in connection with the Optimal Blue sale using Level 3 inputs as of December 31, 2023.

The valuation technique used was a discounted cash flow model using key unobservable assumptions included an estimated prepayment rate of 2 %, a discount rate of 30.8 % and indicative price points from the ongoing Promissory Note sale process.

In February 2024, the FTC approved the buyer of the Promissory Note, and we completed the sale of the Promissory Note and received the $ 75 million of proceeds thereafter.

Subsequent to the sale and as of December 31, 2024, we did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis.

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

As of December 31, 2025 and 2024, the fair value of these mutual funds was $ 20 million and $ 16 million, respectively.

At our ICE NGX clearing house, unsettled variation margin is recorded at fair value based on the settlement prices of open contracts using level 2 inputs.

See Notes 2 and 14 for more information.

Non-Recurring Fair Value Measurements

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During 2024, we recorded a $ 3 million impairment of a developed technology intangible asset within the Exchanges segment.

During 2023, we recorded a $ 7 million impairment on certain trademark intangible assets within the Mortgage Technology segment.

During 2022, we determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on December 30, 2022, the last trading day of 2022.

During 2023, we recorded a $ 7 million impairment on certain trademark intangible assets within our Mortgage Technology segment.

As of December 31, 2025 and 2024, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321, Investments - Equity Securities.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321 .

During 2025, we recorded a net $ 34 million fair value gain consisting of $ 35 million of gains from identifying observable price changes in certain of our investments offset by a $ 1 million impairment.

During 2024, we recorded a net $ 1 million fair value loss consisting of a $ 3 million fair value loss from impairment separately offset by a $ 2 million fair value gain from identifying an observable price change in one of our investments.

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With the exception of the items noted above, no other adjustments were necessary.

As of December 31, 2024, the carrying amount of our investments without readily determinable fair values was $ 104 million.

Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of December 31, 2024 and December 31, 2023.

The table below displays the fair value of our debt as of December 31, 2025 and December 31, 2024 (in millions).

The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments.

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As of December 31, 2025 As of December 31, 2024

(in millions)

Carrying Amount

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$ 1,035 $ 1,035 $ 529 $ 529

2025 Term Loan due August 31, 2025 — — 1,600 1,600

3.65 % Senior Notes due May 23, 2025

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597 597 596 578

3.95 % Senior Notes due December 1, 2028

4.35 % Senior Notes due June 15, 2029

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1,242 1,149 1,240 1,081

4.20 % Senior Notes due March 15, 2031

5.25 % Senior Notes due June 15, 2031

745 786 743 758

1.85 % Senior Notes due September 15, 2032

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Segment Reporting

Our business is conducted through three reportable business segments, comprised of the following:

Our business is conducted through three reportable business segments:

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

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residential mortgage market life cycle, from application through closing, servicing and the secondary market.

Our Chief Operating Decision Maker, or CODM, is Jeffrey Sprecher, our Chair and Chief Executive Officer.

The CODM uses operating income/(loss) to assess performance and allocate resources for each segment including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation.

The CODM evaluates both budgeted and actual operating income/(loss) and the related growth when assessing performance and making decisions about allocating resources as described above.

Our Chief Operating Decision Maker, or CODM, is our Chair and Chief Executive Officer.

Our CODM uses operating income/(loss) to assess performance and allocate resources for each of our segments including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation.

Our CODM evaluates both budgeted and actual operating income/(loss) and the related growth, when assessing performance and making decisions about allocating resources as described above.

The accounting policies of the reportable segments are the same as those described in Note 2.

The information and amounts presented in the tables below align with the segment-level information regularly provided to the CODM.

The information and amounts presented in the tables below align with the segment-level information regularly provided to our CODM.

While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment.

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Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments.

The significant expense categories are other operating expenses, acquisition-related transaction and integration costs and depreciation and amortization.

Other operating expenses include the aggregation of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

Our chief operating decision maker does not review total assets or statements of income below operating income by segments;

Our significant expense categories are other operating expenses, depreciation and amortization expense and acquisition-related transaction and integration costs.

Other operating expenses include the aggregate of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

Our CODM does not review total assets or statements of income below operating income by segments;

therefore, such information is not presented below.

Our three segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for 2024, 2023 and 2022 (in millions):

During 2025, we changed the classification of a disaggregated revenue line item in our Fixed Income and Data Services segment previously presented as "other data and network services" to "data and network technology" within the tables below.

This name change was made to better reflect the nature of the revenues included in this classification and did not impact the measurement or classification of revenue within this classification.

Financial data for our business segments are as follows for 2025, 2024 and 2023 (in millions):

Year Ended December 31, 2025

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Fixed income data and analytics — 1,234 — 1,234

Other data and network services — 661 — 661

Data and network technology — 722 — 722

Origination technology — — 738 738

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Operating expenses 1,429 1,486 2,087 5,002

Operating income/(loss) $ 3,636 $ 843 $ ( 170 ) $ 4,309

Operating income $ 3,982 $ 933 $ 14 $ 4,929

Total other income/(expense), net ( 583 )

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Fixed income data and analytics — 1,177 — 1,177

Other data and network services — 629 — 629

Data and network technology — 661 — 661

Origination technology — — 713 713

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Fixed income data and analytics — 1,118 — 1,118

Other data and network services — 588 — 588

Data and network technology — 629 — 629

Origination technology — — 694 694

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Operating expenses 1,281 1,420 1,593 4,294

Operating income $ 2,862 $ 719 $ 57 $ 3,638

Operating income/(loss) $ 3,159 $ 811 $ ( 276 ) $ 3,694

Total other income/(expense), net ( 800 )

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

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases in 2022 and the Black Knight acquisition in 2023.

Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive.

During 2024, 2023 and 2022 outstanding stock options of 188,000 , 791,000 and 531,000 , respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

As of December 31, 2024 and 2023, there were 5,000 and 4,000 , respectively, restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

As of December 31, 2025, 2024, and 2023, there were 100,000 , 188,000 and 791,000 , respectively, outstanding stock options and restricted stock awards excluded from the computation of diluted earnings per common share because had they been included, they would have had an antidilutive effect.

As of both December 31, 2025 and 2024, there were 5,000 restricted stock units that were vested but have not been issued included in the computation of diluted earnings per share.

Certain figures in the table above may not recalculate due to rounding.

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There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As a result, no corrective actions were taken.

OTHER INFORMATION

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K

Compensatory Arrangements of Certain Officers.

On February 1, 2026, the Company entered into revised employment agreements for Jeffrey C.

Sprecher, Chairman and Chief Executive Officer, Benjamin Jackson, President, Intercontinental Exchange, Warren Gardiner, Chief Financial Officer, Lynn Martin, President, NYSE Group and Christopher Edmonds, President, Fixed Income & Data Services, as well as revised employment agreements for each of the Company’s other U.S.

executive officers, collectively referred to as the Employment Agreements.

The terms of each Employment Agreement are substantially similar, other than the employment term (and corresponding cash severance multiple) that applies to each executive (three years for Mr.

Sprecher, two years for Messrs.

Jackson, Gardiner and Edmonds and Ms.

Martin, and generally one year for each other U.S.

executive officer).

Among other modifications, the revisions include the addition of a retirement termination provision, for which eligibility generally requires:

(1) the executive’s age plus years of service is equal to or greater than 65;

(2) the executive is at least 55 years of age;

(3) the executive has been an officer for at least five years;

and (4) the executive provides a minimum of six months’ written notice of retirement.

Upon a retirement termination, the executive will be entitled to continued vesting of equity awards granted following the effective date of the revised employment agreement and more than 12 months prior to retirement (based on actual performance for performance awards);

provided that the executive agrees to extend the executive’s restrictive covenants through such vesting periods.

Further, upon a termination for disability or death, the executive (or his or her beneficiary, legal representative or estate) will be entitled to a prorated current year target bonus and any earned but unpaid bonus for the prior year.

The Company also made certain other modifications to the Employment Agreements to reflect, among other things, changes that have occurred in the Company’s business and operations since the Employment Agreements were last amended.

These changes include, but are not limited to, updates to each executive’s base salary and target annual bonus and equity award opportunity as reflected in the Employment Agreements, updates to the definition of the Company’s “business” (as defined in the Employment Agreement) for purposes of the post-employment non-competition obligation, and additions of certain other provisions consistent with the Company’s current practices in executive agreements, such as a non-disparagement obligation.

Additionally, Mr.

Sprecher’s Employment Agreement provides that his post-employment non-competition and non-solicitation obligations will apply following a change in control termination and extends his confidentiality obligations to be perpetual, consistent with the Employment Agreements with the other executives.

The descriptions of the Employment Agreement modifications set forth above are not complete and are qualified in all respects by reference to the Employments Agreements.

Copies of the Employment Agreements are attached hereto as Exhibits 10.1 through 10.6 and incorporated herein by reference.

(b) Insider Trading Arrangements and Policies.

The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

(a) On November 20, 2024 , Andrew J.

Surdykowski , our General Counsel , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(1) On November 3, 2025 , Benjamin R.

Jackson , our President , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) January 31, 2027 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 63,572 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Surdykowski's tax withholding obligations.

(b) On November 22, 2024 , Douglas A.

Jackson's tax withholding obligations.

(2) On November 7, 2025 , Douglas A.

Foley , our SVP , Human Resources & Administration, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

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The aggregate number of shares to be sold under the plan is 6,400 shares.

Warren Gardiner , our Chief Financial Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Gardiner's tax withholding obligations.

(d) On December 4, 2024 , Stuart G.

Williams , our Chief Operating Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

Williams' tax withholding obligations.

(e) On December 5, 2024 , James W.

Namkung , our Chief Accounting Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) February 28, 2026 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,108 shares

plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Namkung's tax withholding obligations.

(f) On December 6, 2024 , Judith A.

Sprieser , one of our directors , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,654 shares.

(3) On November 25, 2025 , Andrew J.

The plan expires on the earlier of (i) January 18, 2027 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 8,166 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Surdykowski's tax withholding obligations.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Jackson served as President of SunGard’s Kiodex commodity risk management platform.

Jackson earned a Bachelor of Science degree in economics from John Carroll University with supporting studies at the London School of Economics and Political Science.

Jackson earned a Bachelor of

Science degree in economics from John Carroll University with supporting studies at the London School of Economics and Political Science.

Kapani has served as Chief Technology Officer, overseeing all global technology development groups within ICE, since June 2016.

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Description of Document

3.1 — Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

3.1 — S eventh Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 2 0 , 202 5 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 2 0 , 202 5 , File No.

3.2 — Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

4.1 — Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

4.2 — First Supplemental Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

4.3 — Form of 3.75% Senior Notes due 2025 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

4.2 — Second Supplemental Indenture dated as of August 17, 2017 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No.

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4.20 — Form of 5.200% Senior Notes due 2062 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.7 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.23 — Form of 5.200% Senior Notes due 2062 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.7 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.21 — Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto and Wells Fargo Bank, National Association, dated August 26, 2020 (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

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4.24 — Fifth Supplemental Indenture, dated as of May 13, 2024, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 13, 2024, File No.

001-36198 ) .

4.25 — Form of 5.250% Senior Notes due 2031 (included as an exhibit to the Fifth Supplemental Indenture dated as of May 13, 2024) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 13, 2024, File No.

001-36198 ) .

4.26 — Sixth Supplemental Indenture, dated as of June 5, 2024, between Intercontinental Exchange, Inc.

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4.27 — Form of 3.625% Senior Notes due 2028 (included as an exhibit to the Sixth Supplemental Indenture dated as of June 5, 2024) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024, File No.

001-36198 ) .

4.28 — Registration Rights Agreement, dated as of June 5, 2024, between Intercontinental Exchange, Inc.

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Morgan Securities LLC and Wells Fargo Securities, LLC, as dealer managers (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024, File No.

001- 36198 ) .

4.32 — Description of ICE’s Securities Registered under Section 12 of the Exchange Act (inc orporated by reference to Exhibit 4.26 to Intercontinental Exchange, Inc.

's Annual Report on Form 10-K filed with the SEC on February 8, 2024 , File No.

001-36198 ) .

10.1 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

4.29 — Seventh Supplemental Indenture, dated as of November 17, 2025, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 17, 2025, File No.

4.30 — Form of 3.950% Senior Notes due 2028 (included as an exhibit to the Seventh Supplemental Indenture dated as of November 17, 2025) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 17, 2025, File No.

4.31 — Form of 4.200% Senior Notes due 2031 (included as an exhibit to the Seventh Supplemental Indenture dated as of November 17, 2025) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 17, 2025, File No.

4.32* — Description of ICE’s Securities Registered under Section 12 of the Exchange Act.

10.1* — Employment Agreement effective as of February 1, 2026 between Intercontinental Exchange Holdings, Inc.

and Jeffrey C.

Sprecher (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.2 — Employment Agreement, dated as of May 15, 2021, between Intercontinental Exchange Holdings, Inc.

and Warren Gardiner (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Amendment No.

1 to Current Report on Form 8-K filed with the SEC on May 20, 2021, File No.

10.3 — Employment Agreement dated February 1, 2023 between Intercontinental Exchange Holdings, Inc.

and Christopher Edmonds (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No 001-36198).

10.4 — Employment Agreement dated August 1, 2016 between Intercontinental Exchange Holdings, Inc.

and Benjamin Jackson (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No.

10.5 — Employment Agreement dated as of February 1, 2021 between ICE Data, LP, a wholly-owned subsidiary of Intercontinental Exchange, Inc.

and Lynn Martin (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.2* — Employment Agreement e ffective as of February 1, 2026 between Intercontinental Exchange Holdings, Inc.

Warren Gardiner.

10.3* — Employment Agreement effective as of February 1, 2026 between ICE Data Services, Inc.

and Christopher S.

10.4* — Employment Agreement effective as of February 1, 2026 between Intercontinental Exchange Holdings, Inc.

and Benjamin R.

10.5* — Employment Agreement effective as of February 1, 2026 between NYSE Market (DE), Inc.

10.6* — Form of Employment Agreement between Intercontinental Exchange Holdings, Inc.

and the other U.S.

officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.7 — Intercontinental Exchange, Inc.

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10.8 Intercontinental Exchange Holdings, Inc.

2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No.

10.9 — Intercontinental Exchange Holdings, Inc.

2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No.

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10.18 — Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (EBITDA) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 6, 2025, File No.

10.19 — Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (3-YEAR EBITDA) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 6, 2025, File No.

10.20 — Form of Restricted Stock Award Agreement used with respect to grants of restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.19 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 6, 2025, File No.

10.21 — Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C.

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31.1* — Rule 13a -14(a)/15d -14(a) Certification of Chief Executive Officer.

31.2* — Rule 13a -14(a)/15d -14(a) Certification of Chief Financial Officer.

31.2* — Rule 13a -14(a)/15d -14(a) Certification of Chief Financial Office r.

32.1** — Section 1350 Certification of Chief Executive Officer.

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the Lord Hague of Richmond

/s/ Lord Hill of Oareford Director

February 5, 2026

the Lord Hill of Oareford CBE

Mulhern Director

13 unchanged sentences

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 8. Financial Statements and Supplementary Data