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ICE 10-K & 10-Q changes, risk factors and insider trading

Intercontinental Exchange, Inc. · NYSE · Security & Commodity Brokers, Dealers, Exchanges & Services · CIK 1571949 · All filings on SEC.gov

Everything below is quoted or computed from Intercontinental Exchange, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

12 / 16risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
17Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-05 (period ending 2025-12-31) with 10-K filed 2025-02-06 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

12new paragraphs
16removed paragraphs
70reworded paragraphs
18,074 → 18,695words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: tariff, sanction, ukraine, middle east
“During 2025, macroeconomic conditions, including changes in the interest rate environment, inflation, and increased market volatility, as well as changes in government policies implemented by new political administrations in the United States and in many other non-U.S. jurisdictions abroad, alongside other geopolitical events, such as the conflicts in Ukraine and the Middle East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued economic and political uncertainty and volatility in global markets. …”
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Reworded topics: tariff, sanction, ukraine, middle east

Paragraph as it now reads, with added and removed wording marked:

During 2024, macroeconomic conditions, including interest rate, inflation and market volatility, the presidential election in the United States and general elections in many jurisdictions in the U.S. and abroad, along with geopolitical concerns, including the conflicts in Ukraine and the Middle East, created economic and political uncertainty and volatility in global markets, which resulted in a dynamic operating environment and impacted our operations and results. We expect these impacts may continue in 2025. Although inflation generally decreased in 2024 and central banks began modest reductions in interest rates, there remains uncertainty regarding, and volatility in, the inflation rate. Higher inflation levels could return, however, due to, among other things, potential tax cuts or tariffs, which could reduce the appetite for continued interest rate cuts and even necessitate interest rate increases in 2025, which could have a negative impact on our business. Changes in monetary policies resulting from contrasting election results in many of the countries in which we operate, such as the U.S., U.K. and EU, could impact our business. Beginning in 2022, the Russia-Ukraine conflict has been a catalyst for an energy crisis in Europe. Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), sanctions, or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business. See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.
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Reworded topics: default, inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

Rapid increasesIncreases in and high levels of inflation in recent years have impacted the credit health of some market participants, increased the risk of defaultparticipants and increased the risk of companies not being able to comply with listing standards.default. An inflationary or volatile environment generally also reduces consumer optimism,optimism and contributes to affordability challenges, resulting in lower demand for mortgage loans. AlthoughInflation inflationincreased generally moderatedmoderately in 2024,2025 inflationand rates havehas remained volatile andin uncertaintyrecent remainsyears. regardingCentral whetherBanks inflationwere willhesitant increaseto againreduce interest rates, resulting in theonly future.moderate interest rate reductions. Higher inflation levels and corresponding periods of prolonged high interest rates could adversely affect our business, including by further increasing the cost of capital, resulting in a slowdown of the growth of early stageearly-stage companies, causing companies to stay private longer.longer and potentially creating compliance risk for companies already in the public markets.
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New text topics: liquidity, competition
“We announced on February 3, 2026, that the SEC approved ICE Clear Credit’s application to expand its current registered Covered Clearing Agency designation to add U.S. Treasury clearing. Although the new Treasury clearing service is operationally live for the clearing of cash transactions and expects to go live for repurchase transactions in the fourth quarter of 2026, there is no assurance that the service will achieve meaningful market adoption and competition within the U.S. Treasury clearing market may limit the commercial success of this offering. …”
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Removed text topics: going concern
“We have a majority equity ownership interest and a minority voting interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE. Due to our majority equity ownership interest in Bakkt, we face increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful. We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns. …”
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Reworded topics: fine, penalt

Paragraph as it now reads, with added and removed wording marked:

In addition, we are subject toto, and in the future may be subject to, additional legal and regulatory disputes and enforcement actions that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future. See Item 3 "Legal Proceedings" in this Annual Report for a general description of our legal proceedings and claims and Note 16 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal proceedings. The outcome of any of these legal proceedings that remain unresolved cannot be determined and adverse rulings in these matters could impact our financial condition and continued operations. In addition, the scope of our business and operations increases the risk of different regulators across multiple jurisdictions bringing overlapping claims, which could expose us to additional fines, penalties or damages as a result of a single incident.
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Full comparison: every changed paragraph (98)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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

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• Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted usus, and could in the future negatively impact us.

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

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• ClimateClimate-related changerisks posespose operational, commercial, reputational, regulatory and financial risks.

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• Our majorityownership investmentof ina Bakktdigital Holdings,currency Inc.,custody or Bakkt,business may introduce additional risks to our business due to its evolving business model.

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

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Adverse macroeconomic conditions, including recessions, inflated asset prices, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination or servicing volume, geopolitical events or conflicts, political uncertainty and discord, international trade disputes and sanction laws, including thechanges impositionto ofinternational trade policies and tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade and travel have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business. If our customers reduce spending, workforce, mortgage origination, mortgage servicing activity or trading activity, or if there is reduced demand for financial and property data as a result of adverse macroeconomic conditions, our revenues could decline.

Added

During 2025, macroeconomic conditions, including changes in the interest rate environment, inflation, and increased market volatility, as well as changes in government policies implemented by new political administrations in the United States and in many other non-U.S. jurisdictions abroad, alongside other geopolitical events, such as the conflicts in Ukraine and the Middle East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued economic and political uncertainty and volatility in global markets. Those factors resulted in a dynamic operating environment and impacted our operations and results. We expect that these impacts may continue in 2026. Moderately higher inflation levels returned in 2025, closely aligned with the imposition of tariffs. In 2025, many of the new political administrations, such as new governments in the U.S. and U.K., adopted domestic growth agendas and implemented new policies aimed at addressing escalating costs of living. Continued inflation resulted in central banks across multiple jurisdictions exercising caution in implementing interest rate reductions. For example, U.S. interest rates were held steady during the first half of the year, with only modest reductions in the second half. In 2026, if inflation and the cost of living continue to increase, central banks may continue to be hesitant to reduce interest rates, which could continue having an adverse effect on revenues for certain portions of our business.

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During 2024, macroeconomic conditions, including interest rate, inflation and market volatility, the presidential election in the United States and general elections in many jurisdictions in the U.S. and abroad, along with geopolitical concerns, including the conflicts in Ukraine and the Middle East, created economic and political uncertainty and volatility in global markets, which resulted in a dynamic operating environment and impacted our operations and results. We expect these impacts may continue in 2025. Although inflation generally decreased in 2024 and central banks began modest reductions in interest rates, there remains uncertainty regarding, and volatility in, the inflation rate. Higher inflation levels could return, however, due to, among other things, potential tax cuts or tariffs, which could reduce the appetite for continued interest rate cuts and even necessitate interest rate increases in 2025, which could have a negative impact on our business. Changes in monetary policies resulting from contrasting election results in many of the countries in which we operate, such as the U.S., U.K. and EU, could impact our business. Beginning in 2022, the Russia-Ukraine conflict has been a catalyst for an energy crisis in Europe. Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), sanctions, or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business. See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.

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

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Further, NYSE’s revenue increases when more companies are seeking access to public markets, and on the NYSE specifically. Reduced demand for IPOsinitial public offerings, or IPOs, as compared to historical levels, an increase in the number of delistings, or issuers choosing to list on venues other than the NYSE, have hadhad, and could continue to havehave, an adverse effect on our revenues.

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In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our revenuesrevenues, and may continue to do so in the future. For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy, mortgage lending volume decreased substantially. Although this trend has stalled or partially reversed at times in 20232023, 2024 and 2024,2025, it could continue in the future, meaning we could see a further decline in mortgage origination volumes. This decrease in lending volume has adversely affected our revenues, in particular those of a transactional nature which are directly connected to the number of loans processed using our technology. Factors that are currently adversely impacting mortgage lending volumes include elevated mortgage interest rates, as well as housing affordability and availability. Additional factors that could now or in the future adversely impact mortgage lending volumes include persistent or increasing housing affordability concerns, reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors. Although certain of our mortgage technology products, in particular those supporting default management, may see higher demand during times of rising mortgage foreclosure volume, this increase in demand may be outweighed by the impacts of reduced mortgage lending volume and in the aggregate may have a material adverse effect on our business, financial condition, and results of operations. A reduction in mortgage volume could also result in a corresponding decrease in demand for mortgage data products, which would further reduce our revenues.

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In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures, as discussed above. Rising or high interest rates generally reduce mortgage loan production volumes and increase loan foreclosures, which has in the past impactedimpacted, and could in the future impactimpact, our transaction-based revenues.

Reworded

Rapid increasesIncreases in and high levels of inflation in recent years have impacted the credit health of some market participants, increased the risk of defaultparticipants and increased the risk of companies not being able to comply with listing standards.default. An inflationary or volatile environment generally also reduces consumer optimism,optimism and contributes to affordability challenges, resulting in lower demand for mortgage loans. AlthoughInflation inflationincreased generally moderatedmoderately in 2024,2025 inflationand rates havehas remained volatile andin uncertaintyrecent remainsyears. regardingCentral whetherBanks inflationwere willhesitant increaseto againreduce interest rates, resulting in theonly future.moderate interest rate reductions. Higher inflation levels and corresponding periods of prolonged high interest rates could adversely affect our business, including by further increasing the cost of capital, resulting in a slowdown of the growth of early stageearly-stage companies, causing companies to stay private longer.longer and potentially creating compliance risk for companies already in the public markets.

Added

• global political conditions; and

Removed

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

Reworded

• concerns over recession, inflated asset prices, inflation, deflation, legislativelegislative, regulatory and regulatorygovernmental policy changes, government fiscal and monetary policy, including actions by the Federal Reserve and other foreign monetary units governing bodies, developments related to the U.S. federal debt ceiling, including the possibility of aadditional government shutdown,shutdowns, risk of default by the U.S. government on its debt obligations or related credit rating downgrades, and investor and consumer confidence levels.

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

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Any one or more of these or other factors, which are beyond our control, may reduce volumes and trading activity. Further, lower market volatility could also result in more exchangesexchanges, including decentralized or over-the-counter markets, competing for trading volumes to maintain their growth. If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets could be jeopardized. Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.

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The cybersecurity threat landscape remains a macro concern for most organizations, and particularly those associated with the U.S. financial infrastructure. We may be more likely than other companies to be a target of cyberattacks and other cybersecurity risks due to our role in the global financial ecosystem and the high-profile nature of many of our businesses that deliver critical services to a broad range of financial market participants. In addition, in recent years, cyberattacks have become more frequent and increasingly sophisticated as malicious actors seek to deploy artificial intelligence, quantum computing or other emerging technologies in their efforts. For a discussion of our cyber risks, see “"—Item 1- "Business—Cybersecurity". Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services.”

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It is impossible to precisely predict the likelihood or impact of any cyberattack on the securities industry generally, or on our business. In the event of a cyberattack or a threat of a cyberattack, our procedures may not be effective in immediately detecting and responding to such threats and, upon doing so, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business. In addition, our insurance may be insufficient to cover in full the liabilities or losses that we may incur in the event of a successful cyberattack. Any of these events could adversely affect our business, financial condition and operating results.

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Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K. and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations or individuals that employ threatening or harassing means to achieve their social or political objectives. Damage to our business or facilities due to such attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all. The threat of terrorist attacks may also negatively affect our ability to attract and retain employees. In addition, terrorist attacks may cause instability or decreased trading in the markets we operate, including trading on our securities exchanges. Any of these events could adversely affect our business, financial condition and operating results.

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Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted usus, and could in the future negatively impact us.

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Although our clearing houses have policies and procedures to manage the risks to which they are exposed, including collecting margin and guaranty fund contributions from clearing members, such policies and procedures may not succeed in preventing losses after a member's or counterparty’s default. The processes for calculating and setting margins and financial safeguards isare complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances. In addition, from time to time, we may redesign the methodology of the risk models that are utilized to calculate margin. Redesigning and implementing a new risk model is a complex process, involving quantitative analysis, regulatory approval and implementation risk. We cannot guarantee that the measures and safeguards we have undertaken to design, implement and operate risk models, calculate and collect margin, and protect our clearing houses in the case of a clearing member default, will be sufficient. Accordingly, it is possible that we would be materially and adversely affected in the event of one or more significant defaults. We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the clearing houses that could be used in the event of a default. We also have default insurance that resides after and in addition to the ICE Clear Credit,Credit (for CDS clearing), ICE Clear Europe, and ICE Clear U.S. ‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members. Notwithstanding these actions, the default of one or more of the clearing members could subject our business to substantial losses and/or cause our customers to lose confidence in our clearing houses and, as a result, in our exchange traded business in general.

Added

We announced on February 3, 2026, that the SEC approved ICE Clear Credit’s application to expand its current registered Covered Clearing Agency designation to add U.S. Treasury clearing. Although the new Treasury clearing service is operationally live for the clearing of cash transactions and expects to go live for repurchase transactions in the fourth quarter of 2026, there is no assurance that the service will achieve meaningful market adoption and competition within the U.S. Treasury clearing market may limit the commercial success of this offering. While ICE Clear Credit has established the U.S. Treasury clearing business as a distinct and segregated business line from its existing CDS clearing business, with its own rulebook, membership, risk management framework, financial and liquidity resources, and governance structure, operating both business lines out of the same legal entity poses risks that any financial, operational, or risk management failure within the U.S. Treasury clearing business could adversely affect the CDS clearing business. We cannot guarantee that the policies, controls, and safeguards implemented to design, launch, and operate this new service will be sufficient to mitigate these risks.

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

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Our clearing houses hold a substantial amount of assets as margin or guaranty fund contributions, which comprise U.S. and other sovereign treasury securities. As of December 31, 2024,2025, our clearing houses held $83.1$82.6 billion of non-cash margin or guaranty fund contributions in U.S. and other sovereign treasury securities: $72.0$72.9 billion of this amount was comprised of U.S. Treasury securities, $6.5$5.4 billion of various EU member country Treasury securities, $2.6$1.8 billion of U.K. Treasury securities and $1.9$2.6 billion of other European, Japanese, Canadian and Tri-Party Treasury securities. Sovereign treasury securities have historically been viewed as one of the safest and most liquid securities for clearing houses to hold due to the perceived credit worthiness of major governments. If there is a collapsesignificant decline in athe specificvalue currencyof collateral relied upon by our clearing houses, our clearing houses could face significant expenses and such an event could cause a credit contraction and major swings in asset prices and exchange rates.prices. To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions; however, market conditions could change more quickly than we expect, and we may be unable to adjust the amount of the haircuts andor the haircuts could be insufficient in the event of a sudden market event.

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If the value of these securitiescollateral declines significantly, our clearing houses will need to collect additional margin or guaranty fund contributions from their clearing members, which may be difficult for the members to supplysupply, inparticularly aduring timetimes of financial stressstress. affectedThis risk may be additionally exacerbated by an actual or threatened default by a sovereigncollateral government.issuer. If a clearing member cannot supply the additional margin or guaranty fund contributions, which may include cash in a currency acceptable to the clearing house, the clearing house wouldcould deem the clearing member in default. If any clearing members default as a result of the reduction in the value of margin or guaranty fund contributions, our clearing houses and trading business could suffer substantial losses as a result of the loss of any capital that has been contributed to the clearing house’s guaranty funds and a loss of confidence by clearing members in the clearing house, resulting in a reduction in volumes of future cleared transactions.

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Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to risks. Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings. In addition, as the industry rapidly evolves to accommodate digital finance, we will need to innovate quickly or risk being placed at a competitive disadvantage, especially if certain providers of digital asset solutions are allowed to operate under different regulatory standards or requirements. Any of these could reduce our revenues, including market data and listing fee revenue.

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Our cash equity and options exchanges also have certain regulatory responsibilities that must be fulfilled. For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws and other applicable laws. Any failure by one of our exchanges to comply with, and enforce compliance by their members or listed companies with, exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.

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We must allocate significant resources to fulfill our regulatory and self-regulatory responsibilities. The business objectives of exchanges might conflict with the exchanges’ regulatory and self-regulatory responsibilities. In addition, the listing of our common stock, or the stock of companies in which we invest, on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand. While we have structural protections to minimize these potential conflicts, we cannot be sure that such measures will be successful.

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Further, changes in the rules of our securities markets must be reviewed and approved by the SEC. Approval of such changes by the SEC cannot be guaranteed, and the SEC has in the past delayeddelayed, and could in the future delaydelay, either the approval process or the initiation of the public comment process. Any denial or delay in approving changes, or a failure to file changes that regulators view as required, could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results. TheChallenges by the SEC continues to challenge fee filings on securities market data,data which hashave in the past negatively impacted and could in the future negatively impact the value of proprietary data products.

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ClimateClimate-related changerisks posespose operational, commercial, reputational, regulatory and financial risks.

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ClimateClimate-related changerisks mayand increaseincreases in the frequency or severity of extreme weather events and other natural disasters, and such events could negatively impact our activities and results of operations and impact the activities of our customers or third-party vendors or suppliers. The physical commodities and assets underlying certain of our markets may also be impacted by climateclimate-related change,risks and extreme weather events, which could impact users of our markets. The risks associated with climateextreme changeweather events and other natural disasters may evolve rapidly and we expect that climate change-relatedclimate-related risks may increase over time.

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In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatoryregulatory, legislative or legislativepolicy changes by the U.S. government with regard to energy policy and related subsidies, incentives or penalties, may negatively impact trading on our markets and have an adverse effect on the activities of our customers or third-party vendors, which could negatively impact our revenues. Furthermore, lawmakers in many jurisdictions have proposed or adopted laws, regulations or policies on sustainability-related topics, including climate change and diversity, equity and inclusion,topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. In May 2024, the EU adopted the Corporate Sustainability Due Diligence Directive, which will become effective in 2027 and introduce comprehensive due diligence requirements regarding adverse impacts on human rights and the environment in a company’s and its business partners’ operations as well as the requirement to put into effect a climate transition plan. We are subject to risks related to thisthe uncertainty in connection with changing policies and otherparticularly with respect to any divergence in such laws, regulations or policies, which could impact us and our customers and result in increased regulatory, compliance, reputational or operational challenges and costs.

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The determination of the value of goodwill and other intangible assets requires the use of estimates and assumptions that affect our consolidated financial statements. As of December 31, 2024,2025, we had goodwill of $30.6 billion and net other intangible assets of $16.3$15.4 billion relating to our acquisitions, including our acquisition of Black Knight in September 2023,2023. andAs of December 31, 2025, we had a total carrying value of $1.6 billion relating to our purchaseequity ofinvestments, trademarksincluding andour Internetinvestment domainin namesBlockratize, fromInc., variousdoing thirdbusiness parties.as Polymarket.

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During 2024 and 2023, we recorded an impairmentimpairments on certain developed technology and trademark definite-livedfinite-lived intangible assets, respectively, and during 2022, we recorded an impairment of our equity investment in Bakkt.respectively. We cannot assure you that we will not experience future events that may result in these types of impairments. An impairment of the value of our existing goodwill, other intangible assets and other investments and assets could have a significant negative impact on our future operating results.

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

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Our majorityownership investmentof ina Bakktdigital asset custody business may introduce additional risks to our business due to its evolving business model.

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In May 2025, we acquired a digital asset custody business now known as ICE Digital Trust, LLC. Our new initiatives in connection with our digital asset custody business present operational, reputational, and financial risks, including increased risk of a security breach, system failure, or in connection with a decline in demand for digital assets.

Added

More specifically, the failure to safeguard and manage digital asset accounts could adversely impact our business, operating results, and financial condition. The theft, loss, or destruction of private keys required to access any crypto assets held in custody may be irreversible, and we could be held liable for customer losses. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches or incidents, and we may lose crypto assets valued in excess of the insurance policy without any recourse. Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer to offer recourse to us or to any consumer and the misappropriated crypto may not be easily traced to the bad actor.

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Additionally, custodial platforms are prime targets for hackers. A breach of our custody systems could lead to the theft of customer assets and unauthorized transfers, for which the company might be held liable, and traditional insurance may not adequately cover losses related to digital assets. Further, our ownership of a digital asset custody business may also involve dependencies on decentralized or other third party blockchain services and the protocols, which we do not control and in turn may expose us to new and evolving technological risks.

Added

The digital asset industry is subject to rapidly evolving and uncertain regulations at both the state and federal levels. Changes in laws or enforcement patterns, such as those related to anti-money laundering (AML) and tax reporting, could impact our ability to operate the business. Further, recent developments in the digital asset economy have led to increased volatility in digital asset markets, which in turn may increase the potential for loss of confidence in the digital asset ecosystem, or negative publicity surrounding digital assets impacting our reputation.

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ICE Digital Trust is a New York limited purpose trust company that is subject to extensive regulation by the NYDFS. Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may have a material impact on our financial condition.

Removed

We have a majority equity ownership interest and a minority voting interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE. Due to our majority equity ownership interest in Bakkt, we face increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful. We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns. We have reviewed certain Bakkt performance indicators noting that, starting as of September 30, 2023, Bakkt has disclosed that it is monitoring its ability to continue as a going concern. Bakkt has continued to disclose that it is monitoring its ability to continue as a going concern in its 2024 SEC filings to date. The carrying value of our equity method investment in Bakkt has been reduced to zero as of December 31, 2024.

Removed

On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we have agreed to provide Bakkt with a $40 million secured revolving line of credit that matures on December 31, 2026. Although there were no amounts outstanding under the revolving credit agreement as of December 21, 2024, if Bakkt borrows on the line of credit and is unable to repay the borrowed amount, we will likely not recover the outstanding amounts.

Removed

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

Removed

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

Removed

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

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

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

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

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

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

Removed

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

Removed

As digital assets and blockchain technologies evolve, Bakkt has added, modified or discontinued certain aspects of its business model relating to the product mix and service offerings and may do so in the future. Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to Bakkt’s business. In addition, volatility in digital asset markets and bankruptcies relating to digital asset companies has in the past reduced and could in the future, among other things, reduce confidence in digital assets and blockchain technologies. These events are continuing to develop, and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.

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We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S., the U.K. and the EU. We face the risk of significant actions by regulatory and taxing authorities in all jurisdictions in which we conduct our businesses and hold investments, which may affect our business, the activity of our market participants, and our results. Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we have in the past beenbeen, and could in the future bebe, censured, fined, prohibited from pursuing certain acquisitions or engaging in some of our business activities, subjected to limitations or conditions on our business activities, including fair, reasonable and nondiscriminatory pricing restrictions, also known as FRAND, and prohibiting the inclusion of, or reliance on, “unfair” terms in certain customer contracts, or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees, including settlement payments, interest payments and penalty payments. In many cases, our activities are subject to overlapping and divergent regulation in different jurisdictions.

Reworded

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

Reworded

EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including pricing-limiting mechanisms on exchange-traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets. Trading volumes on ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts, could be impacted. Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and impactscontinues to impact our businesses and those of our clients. There may be additional regulatory changes forthcoming and additional impacts to our business.

Reworded

We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S. Following the acquisition of Black Knight, weWe are subject to enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio. Changes to existing laws orlaws, regulations or policies, or the adoption of new lawslaws, regulations or regulationspolicies that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions. Alternatively, reduced regulatory requirements could also reduce the demand for certain of our products and services, which are intended to enable our customers to satisfy existing regulatory requirements. Potential structural changes to federal agencies integral to the U.S. residential mortgage industry, in particular, those involving the roles of Fannie Mae and Freddie Mac, in addition to the regulatory roles of the CFPB and other banking regulators, could disrupt the residential mortgage market and have a material adverse effect on our business. Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted, and will continue to result, in additional operating costs.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

70new paragraphs
56removed paragraphs
95reworded paragraphs
15,805 → 15,251words in section

New heading “Tax Policy Changes”

New heading “Credit Facilities”

New heading “Senior Notes Activity”

New heading “Commercial Paper Program”

New heading “Non-GAAP Financial Measures”

New heading “Business Combinations”

New heading “Goodwill and Other Intangible Assets Impairment Assessment”

New heading “Indefinite-lived Intangible Assets”

New heading “Finite-lived Intangible Assets”

New heading “Equity Investments Without Readily Determinable Fair Values”

Removed heading “Goodwill and Other Identifiable Intangible Assets”

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Reworded topics: impairment, goodwill, inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We have historically determined the fair value of our reporting units based on variousan valuationequally techniques,weighted includingincome and market approach. For the discounted cash flow analysisincome and a multiple of earnings approach. In assessing whether goodwill and other intangible assets are impaired, we must makeapproach, estimates and assumptions regardinginclude revenue and expense growth rates used to calculate projected future cash flows, long-term growth rates of our business, operating margins, discount rates, weighted average cost of capital assumptions, and otherlong factorsterm togrowth determinerates, among others. For the fairguideline valuepublic company market approach, estimates and assumptions include the determination of ourcomparable assets.public companies for each reporting unit and the selection and weighting of market multiples. These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the determination of fair value and/or impairment. 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. We did not record any impairments in 2024, 2023 or 2022 as a result of our goodwill and indefinite-lived intangible assets impairment testing.
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New text topics: impairment, goodwill
“Goodwill and Other Intangible Assets Impairment Assessment”
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Removed text topics: impairment, goodwill
“In accordance with ASU 2017-04, Simplifying the Test for Goodwill Impairment, for both goodwill and indefinite-lived intangible impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than the carrying value. …”
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Removed text topics: goodwill
“Goodwill and Other Identifiable Intangible Assets”
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New text topics: impairment, liquidity
“We assess our investment portfolio quarterly for impairment and to identify observable price changes. Investments in privately held equity securities are valued using significant unobservable inputs or data in inactive markets. This valuation requires judgment due to the absence of market prices and inherent lack of liquidity. …”
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Removed text topics: fine, liquidity
“In 2024 and 2023, we incurred interest expense of $910 million and $808 million, respectively. Interest expense increased primarily due to increased borrowings raised to fund the Black Knight acquisition. In 2024 and 2023, we incurred Interest expense of $763 million and $703 million, respectively, on our senior notes. …”
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Full comparison: every changed paragraph (221)

Green = added, red = removed. Unchanged paragraphs, 17 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. Since 2022,Recent macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, changes in tariffs and trade policies along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.

Reworded

Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, including market volatility during 2025, we have seen increased trading across a number of our products, such as energy, interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates inover 2023the andpast toseveral a lesser extent, 2024,years have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment. If mortgage rates remain high or further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted. In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.

Reworded

From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine andUkraine, the Middle East and surrounding regions.regions and Venezuela.

Reworded

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

Added

Tax Policy Changes

Added

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was enacted into law. The OBBBA includes significant changes to U.S. federal and international tax provisions. The application of the OBBBA tax provisions did not result in material changes to our total effective tax rate for the year ended December 31, 2025. The composition of the income tax provision, however, reflects a decrease in current income tax expenses, offset by an increase in deferred income tax expenses, primarily due to immediate expensing of current year domestic research and development costs and certain capital expenditures, and an election to accelerate deductions of previously capitalized domestic R&D expenditures under the OBBBA. We intend to make certain elections under the OBBBA for the 2025 tax year returns and we have reflected the impact of these elections in our financial statements for the year ended December 31, 2025.

Reworded

(1) Operating income/(loss) from our Mortgage Technology segment was $14 million, $(170) million,million and $(276) million and $57 million in 2024,2025, 20232024 and 2022,2023, respectively.

Reworded

(2) The adjusted figures exclude items that are not reflective of our ongoing corecash operations andor core business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. See “—Non-GAAP Financial Measures” below.

Reworded

(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility. We define transaction revenues as those associated with a more specific point-in-time service, such as a trade execution. Management evaluates recurring revenues and transaction revenues, net when making financial and operating decisions and believes they are a useful metric in evaluating our business performance. The definitions of recurring revenues and transaction revenues are not uniform, and therefore the revenues we consider recurring versus transaction may differ from those of other companies. Recurring and transaction revenues are operating metrics and do not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Reworded

(2) The adjusted figures exclude items that are not reflective of our ongoing corecash operations andor core business performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders are presented net of taxes. These adjusted figures are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

Added

•Revenues, less transaction-based expenses, increased $652 million in 2025 from 2024. The increase in revenues includes $54 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2025 as compared to 2024.

Reworded

•Revenues,Operating less transaction-based expenses,expenses increased $696$32 million in 20232025 from 2022.2024. The increase in revenuesoperating expenses includes $17$14 million in favorableunfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 20232025 as compared to 2022.2024.

Added

•Other income/(expense), net, in 2025 primarily includes interest income of $119 million, interest expense of $803 million, equity earnings in our equity method investees of $79 million, a net gain of $55 million related to fair value adjustments and other income from our equity investments, FX remeasurement losses of $18 million and pension and postretirement plan expense of $15 million.

Removed

•Operating expenses increased $640 million in 2023 from 2022. The increase in operating expenses includes $4 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2023 as compared to 2022.

Removed

•Other income/(expense), net, in 2023 primarily includes interest income of $319 million, interest expense of $808 million, our equity earnings in OCC of $16 million, estimated equity losses in our investment in Bakkt of $135 million, a fair value loss of $160 million related to the Black Knight Promissory Note, an impairment related to our CAT loan receivable of $16 million, FX remeasurement losses of $12 million, and a loss on the sale of the Dun & Bradstreet investment of $3 million, net of dividends received, that we acquired through the acquisition of Black Knight.

Removed

•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.

Removed

•The 16% effective tax rate in 2023 was below the statutory federal income tax rate primarily driven by the following factors: 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 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.

Removed

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

Reworded

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations andor core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

Reworded

Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix. We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the various data and connectivity services that we provide which are directly attributable to our exchange venues. Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and ETFs, and related corporate actions for listed companies.

Reworded

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.3$1.6 billion and $989$1.3 millionbillion in 20242025 and 2023,2024, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates is primarily due to higher volumes traded in certain asset classes as compared to 2023.2024.

Reworded

–Oil futures and options volume increased 21%12% in 20242025 from 2023,2024, in part, due to global geopolitical risk in the Middle East and uncertainty regarding oil supply and demand dynamics.

Removed

–Global natural gas futures and options volume increased 30% in 2024 from 2023. The volume increase in our North American gas products was driven by increased volatility related to shifting weather and fundamentals. In addition, growth in our TTF and Asian JKM gas complexes was driven by the continued globalization of the commodity, coupled with price volatility related to geopolitical risks and supply and demand dynamics.

Reworded

–EnvironmentalsGlobal andnatural othergas futures and options volume increased 38%18% in 20242025 from 2023,2024. dueThe toincrease recordin environmentalNorth American gas volumes was driven by priceheightened market volatility relatedstemming tofrom geopolitical risktensions, while continued expansion in theour MiddleTTF East,complex continuedreflected demandongoing forsupply-disruption market-based mechanisms to price climate riskrisks and helpbroader enablegeopolitical greenhouse gas reduction goals, and higher power volumes driven by increased volatility as compared to the prior year.uncertainty.

Added

–Environmentals and other futures and options volume increased 12% in 2025 from 2024, primarily due to higher power volumes and continued strength in environmental products.

Removed

•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets decreased 2% and revenues decreased 5% in 2024 from 2023. The overall decrease in agricultural volumes was due to reduced market volatility impacting our Sugar markets following an El Niño year, as well as a global supply shortage impacting our Cocoa markets, with Cocoa prices reaching an all-time high in 2024.

Removed

–Sugar futures and options volumes decreased 9% in 2024 from 2023.

Removed

–Other agricultural and metal futures and options volumes increased 4% in 2024 from 2023.

Reworded

•FinancialAgricultural and Metals Futures and Options: Total volume in our financialagricultural and metals futures and options markets increaseddecreased 32%9% and revenues increaseddecreased 22%10% in 20242025 from 2023, including the impacts of foreign exchange effects.2024.

Added

–Sugar futures and options volumes increased 1% in 2025 from 2024 with the first half of the year increasing due to volatility stemming from shifting global supply-demand dynamics and supply-driven deficits, which was partially offset with a decline in the second half of the year due to the impact of geopolitical risks on sugar markets.

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–Other agricultural and metal futures and options volumes decreased 15% in 2025 from 2024 primarily driven by sustained supply constraints, elevated prices, and shifting demand across cocoa and coffee markets, with geopolitical risks further contributing to lower activity.

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•Financial Futures and Options: Total volume in our financial futures and options markets increased 16% and revenues increased 9% in 2025 from 2024, including the impacts of foreign exchange effects.

Reworded

–Interest rate futures and options volume increased 39%18% and revenue increased 33%12% in 20242025 from 20232024 driven by interest rateelevated volatility andstemming divergencefrom ofdiverging central bank rate paths byand centralongoing banks.uncertainty Interestsurrounding rate futuresU.S. and optionsglobal revenuestrade were $399 million and $299 million in 2024 and 2023, respectively.policies.

Reworded

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products,indices, decreased 6%5% and revenue decreasedincreased 1% in 20242025 from 2023.2024 Other financial futures and options volume decreasedprimarily due to overall lower equity market volatility thancompared into the prior year. Other financial futures and options revenues were $160 million and $161 million in 2024 and 2023, respectively.

Reworded

•Cash Equities and Equity Options: Cash equities volume increased 9%40% in 20242025 from 20232024 due to higher industry volumes driven by heightened geopolitical risks and increased participationretail in U.S. equity markets.participation. Cash equities revenues, net of transaction-based expenses, were $307$313 million and $268$307 million in 20242025 and 2023,2024, respectively. EquityThe optionsincrease volumewas increasedprimarily 19%due into 2024higher fromindustry 2023volumes drivenpartially offset by increasedlower participationoverall matched market share and higherlower marketcapture share. Equity options revenues, net of transaction-based expenses, were $124 million and $115 million in 2024 and 2023, respectively.rate.

Added

Equity options volume increased 13% in 2025 from 2024 and revenues, net of transaction-based expenses, were $154 million and $124 million in 2025 and 2024, respectively. The increase was primarily due to higher industry volumes.

Reworded

•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees 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. Our OTC and other revenues were flat in 2024 compared to 2023.

Added

securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues decreased 1% in 2025 compared to 2024 primarily due to lower net interest income on collateral balances.

Reworded

•Data and Connectivity Services: Our data and connectivity services revenues increased 2%9% in 20242025 from 2023.2024. The increase in revenue was driven by the strong retentioncustomer rate of existing customers, the addition ofretention, new customerscustomer additions and increased purchasesspending by existing customers.

Reworded

•Listings Revenues: Through NYSE, NYSE AmericanAmerican, NYSE Arca and NYSE Arca,Texas, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies. Listings revenues decreasedincreased 2%1% in 20242025 from 2023,2024, primarily due to thenew continued roll-off of initial listing fees from the strong initial public offerings, or IPO, market in 2021 and special purpose acquisition company, or SPAC, delistings.listings. All listings fees are billed upfront and the identified performance obligations are satisfied over time.

Reworded

Open interest is the aggregate number of contracts (long or short) that clearing members hold either for their own account or on behalf of their clients. Open interest refers to the total number of contracts that are currently “open,” – in other words, contracts that have been entered into but not yet liquidated by either an offsetting trade, exercise, expiration or assignment. Open interest is also a measure ofthat thewe believe is useful for management and investors in understanding future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange. The following charts and table present our year-end open interest for our futures and options contracts (in thousands, except for percentages):

Reworded

Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of transaction and clearing feeexchanges revenue. These Section 31 fees are assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearingexchanges revenues when invoiced. The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections. Section 31 fees were $679$412 million and $293$679 million in 20242025 and 2023,2024, respectively. The increasedecrease in Section 31 fees was primarily due to lower rates, partially offset by an increase in rates and volumes. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required. The total amount is included in current liabilities and was $316 million as of December 31, 2024.

Added

In May 2025, the SEC announced that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement. There were no Section 31 fees payable as of December 31, 2025.

Reworded

(1) The adjusted figures exclude items that are not reflective of our ongoing corecash operations andor core business performance. These adjusted numbers are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.

Reworded

(1) The adjusted figures excludein the charts above are calculated by excluding items that are not reflective of our ongoing corecash operations andor core business performance. TheseAs a result, these adjusted numbersfigures are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

Reworded

In the table above, we consider fixed income data and analytics revenues and other data and network servicestechnology revenues to be recurring revenues.

Added

In 2025, we changed the caption 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 table above. This name change was made to better reflect the nature of these revenues and did not impact the measurement or classification of revenue included in this classification.

Reworded

In both 20242025 and 2023,2024, 11%10% and 11%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar during 2024,2025, our Fixed Income and Data Services revenues were higher by $3$9 million in 20242025 than in 2023.2024.

Reworded

Our Fixed Income and Data Services revenues increased 3%5% in 20242025 from 20232024 primarily due to strength in our fixed income data and analytics products and our other data and network services.technology.

Reworded

•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $7$8 million and $5$7 million in 20242025 and 2023,2024, respectively. Our fixed income execution revenues decreasedincreased 6%8% in 20242025 from 20232024 asdriven higherby revenuesmarket fromvolatility recordrelated corporateto geopolitical and municipalmacroeconomic bonduncertainty, tradingnetwork wereexpansion moreand thancontinued offset by lower levelsexpansion of U.S.platform treasuryfunctionality activity.across institutional and wealth networks.

Reworded

•CDS Clearing: CDS clearing revenues decreased 5%1% in 20242025 from 2023.2024. Clearing fees are reported net of rebates, which were $10 million in 2025. The notional value of CDS cleared, including index options, was $19.8$24.9 trillion and $19.0$19.8 trillion in 20242025 and 2023,2024, respectively. The overall decrease in revenues was primarily due to lower net interest income on collateral balances.balances due to lower rates.

Reworded

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 5% in 20242025 from 20232024 primarily due to growth in our pricing and reference data business driven by demand and strength in our index business.business driven by AUM growth.

Reworded

•Other Data and Network ServicesTechnology: Our other data and network servicestechnology revenues increased 5%9% in 20242025 from 2023. The increase in revenues was2024 primarily driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feedsfeeds, desktop and desktopderivative analytics revenues. The increased demand for data and capacity is due to our continued strategic investments in our data center infrastructure.

Reworded

Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which includesinclude Fixedfixed Incomeincome Datadata and Analyticsanalytics as well as Other Datadata and Networknetwork Services,technology, subscribed for the succeeding 12 months. ASV does not include new sales, contract terminations or price changes that may occur during that 12-month period. However, while it is an indicative forward-looking metric, it does not provide a precise growth forecast of the next 12 months of data services revenues. Management considers ASV metrics when making financial and operating decisions and believes ASV is useful for management and investors in understanding our data services business performance.

Reworded

(1) The adjusted figures exclude items that are not reflective of our ongoing corecash operations andor core business performance. These adjusted numbers are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.

Removed

(1) Servicing Software was a new revenue category beginning in 2023 following completion of the Black Knight acquisition.

Reworded

(21) The adjusted figures excludein the charts above are calculated by excluding items that are not reflective of our ongoing corecash operations andor core business performance. TheseAs a result, these adjusted numbersfigures are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

Reworded

In the table above, we consider subscription feefees and certain other revenues to be recurring revenues. Each revenue classification above contains a mix of recurring and transaction revenues, based on the various service offerings described in more detail below.

Reworded

Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency and mitigate risks for customers throughout the mortgage life cycle. BlackMortgage Knighttechnology contributedrevenues $1.1increased billion4% in 2025 from 2024 primarily due to higher origination volumes, contractual price increases, new client implementations and $363higher milliondefault of revenues in 2024 and 2023, respectively, following completion of the acquisition.transactions.

Reworded

•Origination technology: Our origination technology revenues increased 3%4% in 20242025 from 20232024 primarilydriven due to incrementalby origination technologyvolumes revenueimpacting contributedEncompass and Encompass Network revenues, partially offset by Blackclient Knight following completion of our acquisition in September 2023.attrition. Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription, as well as professional services.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-30 (period ending 2026-06-30) with 10-Q filed 2026-04-30 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

During the six months ended June 30, 2026, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our 2025 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "—Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business—Regulation” in our 2025 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 2025 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

Full comparison: every changed paragraph (1)

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Reworded

During the threesix months ended MarchJune 31,30, 2026, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our 2025 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "—Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business—Regulation” in our 2025 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 2025 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Acquisition of MarketAxess Holdings Inc.”

New heading “Stock Repurchase Program”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: litigation, regulation
“•Consolidated Audit Trail. In April 2026, the SEC issued a concept release soliciting public comment in support of a comprehensive review of the Consolidated Audit Trail, or CAT, and other audit trails and related data sources currently used in the regulation of U.S. securities markets. Among the topics for which the SEC sought comment is CAT funding and cost management, regulatory purposes, structure and governance, and design and scope. …”
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New text topics: ftc
“•Regulatory Categorization of Perpetual Contracts. In May, the CFTC took three actions related to perpetual contracts on crypto assets in which perpetuals were deemed futures contracts for regulatory purposes. First, the CFTC approved the listing of bitcoin perpetual futures contracts on Kalshi's designated contract market, limiting the scope of its approval to bitcoin and "similarly structured" perpetuals on digital commodities that have deep, active and continuous spot market trading. …”
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New text
“Acquisition of MarketAxess Holdings Inc.”
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New text
“Stock Repurchase Program”
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Reworded topics: european commission

Paragraph as it now reads, with added and removed wording marked:

•Policy Intervention to Address High Energy Prices. In June 2025, the EU Commission established a Gas Market Task Force to review EU natural gas markets and issue recommendations including potential legislative or regulatory changes. In MarchJuly 2026, the European CouncilCommission directedpublished thea European Commissionproposal to reviewrevise the EU Emissions Trading System, or EU ETS, by July 2026, with a focus on reducing carbon price volatility and limiting impact on electricity prices. Any resulting policy changes could affect ICE Endex, the primary European exchange for benchmark European gas contracts and the emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.
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New text topics: regulation
“•Equity Market Structure Rules. In June 2026, the SEC issued a proposal that would amend Regulation NMS Rule 611 (the "order protection" or "trade through" rule) and Rule 610(e) (prohibiting locked and crossed markets). The proposal, if adopted, would represent one of the most significant changes to U.S. equity market structure in recent decades and could have meaningful effects on market and competitive dynamics for venues that facilitate trading of equity securities, including potentially reducing fragmentation. …”
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Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

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•conditions in global financial markets and domestic and international economic and social conditions, including inflation, changes to international trade policies and tariffs, risk of recession, political uncertainty and discord, prolonged U.S. government shutdowns, geopolitical events and conflicts (including the conflicts in Ukraine and the Middle East and the events in Venezuela) and sanctions laws;

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

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Acquisition of MarketAxess Holdings Inc.

Added

On July 29, 2026, we entered into a definitive agreement to acquire MarketAxess Holdings Inc., or MarketAxess, a leading operator of electronic trading platforms for global institutional fixed income markets.

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The transaction is valued at approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. In conjunction with the acquisition agreement, we entered into a financing commitment letter for a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $6.2 billion, or the Bridge Facility. The purpose of the Bridge Facility is to provide backup financing to fund, in part, the acquisition and to pay related fees, commissions and expenses, if the permanent debt financing cannot be obtained. The commitments that we obtained for the Bridge Facility may be permanently reduced from $6.2 billion to $0 as a result of (i) the effectiveness of a future term loan facility, (ii) the issuance by us of senior unsecured notes and (iii) the amendment of our existing revolving credit agreement.

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

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

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

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In January 2026, the OECD released a comprehensive package of administrative guidance related to Pillar Two implementing the G7's June 2025 political agreement on a "Side-by-Side" system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. This new guidance on Pillar Two did not have a material impact on our financial statements as of MarchJune 31,30, 2026 or December 31, 2025.

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

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•Policy Intervention to Address High Energy Prices. In June 2025, the EU Commission established a Gas Market Task Force to review EU natural gas markets and issue recommendations including potential legislative or regulatory changes. In MarchJuly 2026, the European CouncilCommission directedpublished thea European Commissionproposal to reviewrevise the EU Emissions Trading System, or EU ETS, by July 2026, with a focus on reducing carbon price volatility and limiting impact on electricity prices. Any resulting policy changes could affect ICE Endex, the primary European exchange for benchmark European gas contracts and the emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.

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•Digital Asset Regulation. The U.S. House and Senate are working to finalize market structure legislation, known as the Clarity Act, covering digital commodities and securities. If decentralized finance platforms offering products similar to regulated instruments are excluded from regulation, thisit could affect market and competitive dynamics and result in reduced contract volumes traded and cleared at our exchanges and clearing houses. We are monitoring the proposals and any impact on our exchanges and clearing houses.

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

Added

•Equity Market Structure Rules. In June 2026, the SEC issued a proposal that would amend Regulation NMS Rule 611 (the "order protection" or "trade through" rule) and Rule 610(e) (prohibiting locked and crossed markets). The proposal, if adopted, would represent one of the most significant changes to U.S. equity market structure in recent decades and could have meaningful effects on market and competitive dynamics for venues that facilitate trading of equity securities, including potentially reducing fragmentation. In connection with the proposal, the SEC also extended until November 2027 the compliance period for changes to tick sizes and reduced fee caps exchanges can charge market participants for access to protected quotations.

Added

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

Added

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

Added

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

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

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(1) Operating income/(loss) from our Mortgage Technology segment was $13$32 million and $27$(16) million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

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*Percentage changes in the table above deemed "n/a" are not meaningful.

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•Revenues, less transaction-based expenses, increased $504$627 million and $123 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. See "—Exchanges Segment", "—Fixed Income and Data Services Segment" and "—Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. The change in revenues during the six and three months ended MarchJune 31,30, 2026 includes $52$58 million and $6 million, respectively, in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periodperiods in 2025.

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•Operating expenses increased $60$89 million and $29 million for the six and three months ended MarchJune 31,30, 2026, respectively, from the comparable periodperiods in 2025. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The changechanges in operating expenses during the six and three months ended MarchJune 31,30, 2026 includesinclude $8$9 million and $1 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periodperiods in 2025.

Removed

(1) Transaction-based expenses are largely attributable to our cash equities and options business.

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For the six and three months ended MarchJune 31,30, 2026, and 2025, 31%28% and 24%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. For the six and three months ended June 30, 2025, 24% and 23%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $47$52 million and $5 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.

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Our Exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $665$1.1 billion and $842 million for the six months ended June 30, 2026 and 2025, respectively, and $469 million and $402$440 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates for the threesix months ended MarchJune 31,30, 2026 was primarily due to higher volumes traded as compared to the comparable period in 2025.

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•Energy Futures and Options: Total volume in our energy futures and options markets increased 32%5% and decreased 21% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025, and revenues increased 46%16% and decreased 13% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.

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–Oil futures and options volume increased 41%5% and decreased 25% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The overall increase in oil volumes infor the firstsix quartermonth ofperiod ended June 30, 2026 was due to higher overall volatility, driven by global supply disruptions that intensified in late February following the outbreak of the U.S.-Iran conflict.conflict which primarily impacted our first quarter volumes. The decrease in oil volumes for the three month period ended June 30, 2026 was due to a confluence of prior period geopolitical risks and macroeconomic uncertainty.

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–Global natural gas futures and options volume increased 21%6% and decreased 13% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The volume increase in ourvolume Northfor Americanthe gassix productsmonth period ended June 30, 2026 was driven by higher overall volatility related to increased demand constrained by a tightened domestic supply.supply in our North American gas products. In addition, continued growth in our TTF complex was, in part, driven by supply disruption risks and geopolitical uncertainty. The decrease in volume for the three month period ended June 30, 2026 was due to prior period shifting supply and demand dynamics.

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–Environmentals and other futures and options volume increased 23%8% and decreased 7% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025,2025. The increase in volumes for the six month period ended June 30, 2026 was primarily due to higher power volume combined with higher emissions volume compared to the prior year period driven by political uncertainty and a sharp decline in European Union Allowance, or EUA, prices.prices primarily impacting our first quarter volumes. The decrease in volume for the three month period ended June 30, 2026 was due to lower emissions volume.

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•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets increased 29%32% and 36% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 26%31% and 35% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.

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–Sugar futures and options volumesvolume increased 22%26% and 30% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The increase in volumes during the three months ended March 31, 2026volume was primarily due to geopolitical risk impacting our sugar markets.

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–Other agricultural and metal futures and options volume increased 36%38% and 40% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, primarily driven by geopolitical risks and shifting demand impacting our coffee and cocoa markets.

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•Financial Futures and Options: Both totalTotal volume and revenues in our financial futures and options markets increased 65%44% and 23% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025 and revenues increased 43% and 21% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025.

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–Interest rate futures and options volume increased 70%47% and 24% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 80%52% and 25% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, largely driven by heightened volatility following the outbreak of the U.S.-Iran conflict in late February, which triggered a global energy supply shock and materially altered central bank rate expectations.

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–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity indices, U.S. Dollar Index and foreign exchange products, increased 14%9% and 5% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 22%17% and 11% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The overall increase in other financial futures and options volumesvolume was primarily due to higher equity market volatility compared to the prior year period.

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•Cash Equities and Equity Options: Cash equities volume increased 39%24% and 12% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, primarily due to higher industry volumes driven by geopolitical risks and higher retail participation. Cash equities revenues, net of transaction-based expenses, were $85$187 million and $81$164 million for the six months ended June 30, 2026 and 2025, respectively, and $102 million and $83 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in revenue was primarily related to higher industry volumes partially offset by lower capture rate.

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Equity options volume increased 23%33% and 44% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, driven by higher industry volumes. Equity options revenues, net of transaction-based expenses, were $38$76 million and $78 million for eachthe ofsix months ended June 30, 2026 and 2025, respectively, and $38 million and $40 million for the three months ended MarchJune 31,30, 2026 and 2025.2025, Revenuerespectively. The decrease in revenue was flat primarily due to higherlower industrycapture volumesrate, that werepartially offset by lowerhigher captureindustry rate.volumes.

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•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees 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. Our OTC and other revenues decreasedincreased 1%7% and 15% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 20252025. The increase for the six month period was primarily due to lower exchange regulatory fees partially offset by higher net interest income and fees on collateral balances, partially offset by lower exchange regulatory fees. The increase for the three month period was primarily due to higher net interest income and fees on collateral balances.

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•Data and Connectivity Services: Our data and connectivity services revenues increased 13% and 12% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The increase in revenue was driven by the strong customer retention, new customer additions and increased spending by existing customers.

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•Listings Revenues: Through NYSE, NYSE American, NYSE Arca and NYSE Texas, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies. Listings revenues increased 5% for each of the six and three months ended MarchJune 31,30, 2026 from the comparable periodperiods in 2025, primarily due to new listings. All listings fees are billed upfront, and revenues are recognized over time as the identified performance obligations are satisfied.

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Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of exchanges revenue. These Section 31 fees are assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our exchanges revenues when invoiced. The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections. Section 31 fees were $288 million and $412 million for the six months ended June 30, 2026 and 2025, respectively, and $288 million and $150 million for the three months ended June 30, 2026 and 2025, respectively. The decrease in Section 31 fees for the six month period ended June 30, 2026 was primarily due to the SEC setting the fee rate to zero beginning in May 2025, after the full fiscal year 2025 appropriation had been collected. The SEC reinstated the fee rate in April 2026, which drove the increase in Section 31 fees for the three months ended June 30, 2026 compared to the same prior year period. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. The total amount of Section 31 fees payable is included in current liabilities and was $286 million as of June 30, 2026.

Removed

In May 2025, the SEC announced that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement. As a result, we did not incur any Section 31 fees for the three months ended March 31, 2026. Section 31 fees for the three months ended March 31, 2025 were $262 million. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. There were no Section 31 fees payable as of March 31, 2026, and Section 31 fees were reinstated in April 2026.

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We make liquidity payments to cash and options trading customers, as well as routing charges made to other exchanges which are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We record routing charges on a gross basis as a component of exchanges revenue. Cash liquidity payments, routing and clearing fees were $689$1.3 billion and $1.1 billion for the six months ended June 30, 2026 and 2025, respectively, and $657 million and $494$569 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase was primarily due to higher volumes traded during the threesix months ended MarchJune 31,30, 2026 as compared to the comparable period in 2025.

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For each of the six and three months ended MarchJune 31,30, 20262026, 10% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. For the six and three months ended June 30, 2025, 10% and 11%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Fixed Income and Data Services revenues were higher by $5$6 million and $1 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.

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Our Fixed Income and Data Services revenues increased 10%9% and 8% for the six and three months ended MarchJune 31,30, 2026, respectively, from the comparable periodperiods in 2025, primarily due to strength in our fixed income data and analytics products and our data and network technology portfolio, and our CDS clearing business.

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•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $4 million and $2 million for eachthe ofsix theand three months ended MarchJune 31,30, 20262026, respectively, and 2025.$6 million and $4 million for the six and three months ended June 30, 2025, respectively. Our fixed income execution revenues weredecreased flat2% and 4% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.2025 primarily due to lower trading volumes as market volatility moderated relative to the prior year period.

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•CDS Clearing: CDS clearing revenues increased 19%11% and 2%, respectively, for the six and three months ended MarchJune 31,30, 2026 from the comparable periodperiods in 2025. Clearing fees are reported net of rebates, which were nominal$3 million and $2 million for eachthe ofsix theand three months ended MarchJune 31,30, 20262026, respectively, and $2 million for both the six and three months ended June 30, 2025. The notional value of CDS cleared was $9.9$16.1 trillion and $7.0$12.8 trillion for the six months ended June 30, 2026 and 2025, respectively, and $6.2 trillion and $5.8 trillion for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in revenues during the three months ended March 31, 2026 was primarily due to higher clearing volumes driven by elevated market volatility from geopolitical events during the period.

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•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 8% and 9% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025 due to growth in our pricing and reference data business and strength in our index business.

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•Data and Network Technology: Our data and network technology revenues increased 12% and 11% for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds, desktop and derivative analytics revenues.

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As of MarchJune 31,30, 2026, ASV was $2.036$2.080 billion, which increased 8.1%7.9% compared to the ASV as of MarchJune 31,30, 2025. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.

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Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency and mitigate risks for customers throughout the mortgage life cycle. Mortgage technology revenues increased 6%5% for each of the six and three months ended MarchJune 31,30, 2026 from the comparable periodperiods in 2025 primarily due to higher origination volumes, revenue contributions from new client implementations, and renewal expansions with existing customers that drove broader product adoption.

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•Origination technology: Our origination technology revenues increased 10%7% and 5% for the six and three months ended MarchJune 31,30, 2026, respectively, from the comparable periodperiods in 2025, driven by origination volume impacting Encompass and Encompass network revenues and renewal expansions of existing customers. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription. Revenues from the Encompass network are largely transaction-based.

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•Closing solutions: Our closing solutions revenues increased 20%17% and 14% during the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, driven by higher industry volume impacting MERSCORP Holdings, Inc., or MERS, and Simplifile. Revenues from closing solutions are largely transaction-based, driven by the volume of loans closed.

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•Servicing software: Our servicing software revenues increased 1%2% for each of the six and three months ended MarchJune 31,30, 2026 from the comparable periodperiods in 2025, driven by MSP new client implementations, contractual price increases, renewal expansions and default management revenues, primarily due to higher foreclosure transactions and loss mitigation revenue. This was partially offset by loan count declines related to customer merger and acquisition activity. Revenues from servicing solutions are primarily subscription-based and recurring in nature based on number of loans serviced, whereas revenues from default servicing solutions, which is a smaller portion of overall servicing software revenues, are largely transaction-based, driven by foreclosure volume.

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•Data and analytics: Our Data and Analytics revenues increased 1%3% and 6% during the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025, driven by continued adoption of data solutions and increased purchases by existing customers. Revenues related to our data and analytics products are largely subscription-based and recurring in nature with a smaller portion transaction-based in nature.

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During each of the six months ended June 30, 2026 and 2025, 8% of our operating expenses were billed in pounds sterling or euros. During each of the three months ended MarchJune 31,30, 2026 and 2025, 8%9% of our operating expenses were billed in pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $8$9 million and $1 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025.

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Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, stock-based compensation, certain severance costs, benefits and employer taxes. The bonus and certain stock compensation components of our compensation and benefits expense are based on both our financial performance and individual employee performance. Therefore, our compensation and benefits expense will vary year-to-year based on our financial performance and fluctuations in our number of employees. Our employee headcount at the end of each period is included in the table below.

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Employee headcount decreased from the comparable period in 2025 primarily due to headcount reductions in conjunction with realizing synergies from the Black Knight acquisition. Compensation and benefits expense increased $24$34 million and $10 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025. The increase was primarily due to an increase in the bonus accrual and stock-based compensation PSU adjustments and the impact of merit-related pay increases, partially offset by higher capitalized labor and the impact from lower headcount.

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Professional services expenses decreased $5$9 million and $4 million for the six and three months ended MarchJune 31,30, 20262026, respectively, from the comparable periodperiods in 2025 primarily due to lower NYSE regulatory consulting fees.

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We incurred $41$53 million and $32$42 million in acquisition-related transaction and integration costs during the six months ended June 30, 2026 and 2025, respectively, and $12 million and $10 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily due to integration costs related to Black Knight.

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ICE insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 17 filings (10 insiders, 15 trade dates, 70,486 shares, about $10.8M; 16 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -70,486 (purchases minus sales); net value about -$10.8M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-14Foley Douglas
SVP, HR & Administration
Open-market sale
10b5-1 plan
1,600$160.00 $256.0K15,863 SEC
2026-09-01Edmonds Christopher Scott
President, Fixed Income & Data
Open-market sale
10b5-1 plan
5,000$160.59 $803.0K14,367 SEC
2026-09-01Edmonds Christopher Scott
President, Fixed Income & Data
Option exercise
10b5-1 plan
5,000$57.31 $286.6K19,367 SEC
2026-09-01Jackson Benjamin
President
Option exercise
10b5-1 plan
6,431$57.31 $368.6K170,695 SEC
2026-09-01Jackson Benjamin
President
Open-market sale
10b5-1 plan
5,020$159.68 $801.6K172,106 SEC
2026-09-01Jackson Benjamin
President
Open-market sale
10b5-1 plan
6,242$160.17 $999.8K165,864 SEC
2026-09-01Jackson Benjamin
President
Option exercise
10b5-1 plan
6,431$57.31 $368.6K177,126 SEC
2026-09-01Jackson Benjamin
President
Open-market sale
10b5-1 plan
1,600$161.05 $257.7K164,264 SEC
2026-08-26Tirinnanzi Martha A
Director
Open-market sale
10b5-1 plan
1,340$161.16 $216.0K3,747 SEC
2026-08-26Surdykowski Andrew J
General Counsel
Open-market sale
10b5-1 plan
600$162.38 $97.4K43,065 SEC
2026-08-26Surdykowski Andrew J
General Counsel
Option exercise
10b5-1 plan
2,065$57.31 $118.3K47,639 SEC
2026-08-26Surdykowski Andrew J
General Counsel
Open-market sale
10b5-1 plan
3,974$161.67 $642.5K43,665 SEC
2026-08-20Foley Douglas
SVP, HR & Administration
Open-market sale
10b5-1 plan
1,600$160.00 $256.0K17,463 SEC
2026-08-19Gardiner Warren
Chief Financial Officer
Open-market sale
10b5-1 plan
2,491$156.30 $389.3K22,698 SEC
2026-08-13Tirinnanzi Martha A
Director
Open-market sale
10b5-1 plan
141$155.00 $21.9K5,087 SEC
2026-08-12Kapani Mayur
Chief Technology Officer
Open-market sale
10b5-1 plan
3,771$151.33 $570.7K68,088 SEC
2026-08-12Kapani Mayur
Chief Technology Officer
Open-market sale
10b5-1 plan
100$151.78 $15.2K67,988 SEC
2026-08-12Kapani Mayur
Chief Technology Officer
Option exercise
10b5-1 plan
4,271$67.00 $286.2K69,231 SEC
2026-08-12Kapani Mayur
Chief Technology Officer
Option exercise
10b5-1 plan
3,028$57.31 $173.5K72,259 SEC
2026-08-12Kapani Mayur
Chief Technology Officer
Open-market sale
10b5-1 plan
400$149.83 $59.9K71,859 SEC
2026-08-05Foley Douglas
SVP, HR & Administration
Open-market sale 7,300$148.88 $1.1M19,063 SEC
2026-07-16Martin Lynn C
President, NYSE Group
Option exercise
10b5-1 plan
15,882$57.31 $910.2K70,302 SEC
2026-07-16Martin Lynn C
President, NYSE Group
Open-market sale
10b5-1 plan
3,000$139.75 $419.2K67,302 SEC
2026-07-16Martin Lynn C
President, NYSE Group
Open-market sale
10b5-1 plan
9,482$141.65 $1.3M54,620 SEC
2026-07-16Martin Lynn C
President, NYSE Group
Open-market sale
10b5-1 plan
200$142.30 $28.5K54,420 SEC
2026-07-16Martin Lynn C
President, NYSE Group
Open-market sale
10b5-1 plan
3,200$140.90 $450.9K64,102 SEC
2026-06-12Hague William Jefferson
Director
Open-market sale
10b5-1 plan
1,333$139.46 $185.9K20,132 SEC
2026-06-09Hague William Jefferson
Director
Open-market sale
10b5-1 plan
91$138.50 $12.6K21,465 SEC
2026-05-26Surdykowski Andrew J
General Counsel
Option exercise
10b5-1 plan
2,065$57.31 $118.3K50,046 SEC
2026-05-26Surdykowski Andrew J
General Counsel
Open-market sale
10b5-1 plan
2,608$152.00 $396.4K45,473 SEC
2026-05-26Surdykowski Andrew J
General Counsel
Open-market sale
10b5-1 plan
1,965$150.97 $296.7K48,081 SEC
2026-05-22Bowen Sharon
Director
Open-market sale
10b5-1 plan
667$151.28 $100.9K15,077 SEC
2026-05-19Gardiner Warren
Chief Financial Officer
Open-market sale
10b5-1 plan
2,490$156.64 $390.0K25,189 SEC
2026-05-18Farooqui Duriya M
Director
Grant/award 1,538— —15,837 SEC
2026-05-18Hague William Jefferson
Director
Grant/award 1,538— —21,606 SEC
2026-05-18Hague William Jefferson
Director
Shares withheld for tax 50— —21,556 SEC
2026-05-18Mulhern Mark F
Director
Grant/award 1,538— —12,008 SEC
2026-05-18Pinto Daniel E
Director
Grant/award 1,538— —1,538 SEC
2026-05-18Silver Caroline Louise
Director
Shares withheld for tax 64— —12,847 SEC
2026-05-18Silver Caroline Louise
Director
Grant/award 1,698— —12,911 SEC
2026-05-18Tirinnanzi Martha A
Director
Grant/award 1,698— —5,228 SEC
2026-05-18Noonan Thomas E
Director
Grant/award 1,538— —22,967 SEC
2026-05-18Cooper Shantella E.
Director
Grant/award 1,538— —11,894 SEC
2026-05-18Bowen Sharon
Director
Grant/award 1,538— —15,744 SEC
2026-05-18Hill Jonathan Hopkin
Director
Grant/award 1,698— —3,135 SEC
2026-05-18Hill Jonathan Hopkin
Director
Shares withheld for tax 27— —3,108 SEC
2026-05-14Kapani Mayur
Chief Technology Officer
Option exercise
10b5-1 plan
4,271$67.00 $286.2K69,140 SEC
2026-05-14Kapani Mayur
Chief Technology Officer
Open-market sale
10b5-1 plan
2,900$155.27 $450.3K66,240 SEC
2026-05-14Kapani Mayur
Chief Technology Officer
Open-market sale
10b5-1 plan
1,371$155.73 $213.5K64,869 SEC

Well-known investors holding ICE (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
ARK Investment Management (Cathie Wood) Common Stock2026-06-3029,181$4.6M—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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