AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · System-of-record functions, automated compliance processes and extensive transaction connections demonstrate embedded workflow infrastructure. Contractual pricing and renewal expansions corroborate commercial value. Switching friction is inferred from these functions rather than measured directly.
durability · 2/4 · Recurring subscriptions and renewal expansions support persistence, but observed origination attrition and available alternatives limit confidence in long-term protection. The passages do not establish exceptional competitive durability.
customer dependency · 3/4 · ICE performs core recordkeeping and transaction-validation functions and connects lenders to necessary service providers. Renewal expansions and existing-customer purchases support dependency through indirect operating evidence; they do not prove that customers cannot leave.
erosion resilience · 2/4 · Mortgage revenue grew despite origination attrition, and servicing benefited from pricing and renewals despite customer consolidation. Actual mortgage-cycle pressure and intense data competition show that resilience is uneven across businesses.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Contractual price increases contributed to mortgage growth in 2025 and servicing growth in first-half 2026. These are observed outcomes, although the pricing contribution is unquantified and does not establish equivalent power across all segments.
retention · 2/4 · Servicing renewal expansions, increased existing-customer purchases and growing recurring data revenues demonstrate repeat demand indirectly. Origination client attrition prevents a stronger assessment; no customer retention rate is inferred.
margin resilience · 3/4 · First-half 2026 consolidated net revenues grew faster than operating expenses, and exchange reported operating margin rose from 75% to 76%, despite disclosed technology cost increases. The second-quarter exchange margin fell one point, and volatility-driven trading helped results, so resilience cannot be attributed solely to pricing.
contractual freedom · 2/4 · ICE discloses that participant prices are not governed by long-term contracts, and mortgage contracts delivered price increases. Regulatory pricing restrictions and exchange fee caps constrain that discretion. Management's expected ability to pass through inflation remains prospective.
Predictability99
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 6.14
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.18
Financial strength33
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 45.41
- netDebtEbitGrade
- 19.49
- interestCoverageGrade
- 46.71
- currentRatioGrade
- 21.58
- Debt / FCF (x)
- 4.82
- Net debt / operating income (x)
- 4.03
- Interest coverage (x)
- 6.14
- Current ratio (x)
- 1.02
Capital allocation80
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 8.98
- 3-year average dilution (%)
- 0.77
- 3-year average SBC / revenue (%)
- 2.15
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Reported 2025 operating cash flow of $4.7 billion exceeded $2.4 billion of capital returns. First-half 2026 repurchases accompanied lower weighted average shares, demonstrating actual dilution offset. Continuing integration costs and missing acquisition-return and complete financing evidence limit assessment of overall allocation quality.
incentive alignment · 3/4 · Actual 2025 incentives included three-year relative-TSR and year-three EBITDA awards, alongside restricted stock. A three-year TSR award vested in February 2026, demonstrating operation of the structure. Ownership requirements, clawbacks and anti-hedging rules support alignment, but ownership compliance and realized long-term acquisition returns are not established.
execution · 3/4 · Historical revenue and cash-generation achievements, subsequent consolidated operating growth, new servicing implementations and renewal expansions demonstrate execution through operating evidence. Attribution to management is indirect. Origination attrition, continuing integration costs and realized NYSE trading claims qualify the record.
governance · 3/4 · Disclosed annual majority-vote elections, proxy access, special-meeting rights and a repeatedly elected lead independent director provide substantive safeguards. Nine of eleven nominees were determined independent. The combined Chair/CEO role and consulting-related non-independent director qualify the assessment; subsequent election outcomes are not supplied.
Evidence
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.
Mortgage Technology / origination system-of-record functions · Filed 05/02/2026
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.
Mortgage Technology / subscription and transaction pricing · Filed 05/02/2026
In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year.
Mortgage Technology / supply-chain connectivity and annual transactions · Filed 05/02/2026
Mortgage technology revenues increased 4% in 2025 from 2024 primarily due to higher origination volumes, contractual price increases, new client implementations and higher default transactions.
2025 Mortgage Technology revenue growth drivers · Filed 05/02/2026
•Origination technology: Our origination technology revenues increased 4% in 2025 from 2024 driven by origination volumes impacting Encompass and Encompass Network revenues, partially offset by client attrition.
2025 origination revenue growth and client attrition · Filed 05/02/2026
•Servicing software: Our servicing software revenues increased 2% for each of the six and three months ended June 30, 2026 from the comparable periods 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.
First-half 2026 servicing growth / contractual pricing and renewal expansions · Filed 30/07/2026
This was partially offset by loan count declines related to customer merger and acquisition activity.
Servicing / loan-count declines from customer consolidation · Filed 30/07/2026
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.
Servicing / recurring subscriptions and transaction exposure · Filed 30/07/2026
•Data and analytics: Our Data and Analytics revenues increased 3% and 6% during the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025, driven by continued adoption of data solutions and increased purchases by existing customers.
Mortgage data and analytics / adoption and existing-customer purchases · Filed 30/07/2026
13 Mortgage Technology Segment •Our origination technology, closing solutions, and servicing software compete with our clients' proprietary systems and other third-party digital mortgage solution providers.
Mortgage Technology / competition · Filed 05/02/2026
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.
Macroeconomic conditions / realized mortgage transaction revenue pressure · Filed 30/07/2026
Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we have in the past been, and could in the future be, 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.
Regulatory risks / pricing and customer-contract restrictions · Filed 05/02/2026
In the event of continued or increased inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.
Impact of Inflation / management pass-through expectation and contract duration · Filed 05/02/2026
and Subsidiaries Consolidated Statements of Income (In millions, except per share amounts) (Unaudited) Six Months Ended June 30, Three Months Ended June 30, 2026 2025 2026 2025 Revenues: Exchanges $ 4,879 $ 4,257 $ 2,409 $ 2,134 Fixed income and data services 1,302 1,193 645 597 Mortgage technology 1,096 1,041 557 531 Total revenues 7,277 6,491 3,611 3,262 Transaction-based expenses: Section 31 fees 288 412 288 150 Cash liquidity payments, routing and clearing 1,346 1,063 657 569 Total revenues, less transaction-based expenses 5,643 5,016 2,666 2,543 Operating expenses: Compensation and benefits 1,014 980 509 499 Professional services 72 81 37 41 Acquisition-related transaction and integration costs 53 42 12 10 Technology and communication 480 428 242 215 Rent and occupancy 47 41 23 20 Selling, general and administrative 148 142 63 66 Depreciation and amortization 773 784 389 395 Total operating expenses 2,587 2,498 1,275 1,246 Operating income 3,056 2,518 1,391 1,297 Other income/(expense): Interest income 51 64 27 31 Interest expense (408) (407) (205) (201) Other income, net 485 24 74 5 Total other income/(expense), net 128 (319) (104) (165) Income before income tax expense 3,184 2,199 1,287 1,132 Income tax expense 777 522 312 267 Net income $ 2,407 $ 1,677 $ 975 $ 865 Net income attributable to non-controlling interests (36) (29) (17) (14) Net income attributable to Intercontinental Exchange, Inc.
Unaudited consolidated income statements / first-half and second-quarter 2026 · Filed 30/07/2026
47 Exchanges Segment: Six Months Ended June 30, Three Months Ended June 30, 2026 2025 Change 2026 2025 Change Operating expenses $ 764 $ 707 8 % $ 386 $ 353 9 % Adjusted operating expenses(1) $ 732 $ 671 9 % $ 370 $ 337 10 % Operating income $ 2,481 $ 2,075 20 % $ 1,078 $ 1,062 2 % Adjusted operating income(1) $ 2,513 $ 2,111 19 % $ 1,094 $ 1,078 1 % Operating margin 76 % 75 % 1 pt 74 % 75 % (1 pt) Adjusted operating margin(1) 77 % 76 % 1 pt 75 % 76 % (1 pt) (1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance.
Exchanges / reported and adjusted operating margins · Filed 30/07/2026
Technology and communication expenses increased $52 million and $27 million for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025 primarily due to increases in data center space, price increases on annual hardware and software maintenance contracts, and an increase in our revenue share license expenses.
Technology and communication / realized input-cost increases · Filed 30/07/2026
• Over the last few years, we continued to refresh our Board and have added further skill sets and backgrounds to our Board of Directors in connection with the following appointments: 2 INTERCONTINENTAL EXCHANGE 2026 Proxy Statement EXECUTIVE SUMMARY Financial and Business Performance Highlights ICE continued to deliver strong annual operating results as evidenced by the following 2025 performance highlights: • Twentieth consecutive year of record revenues, including record financial results each year as a public company; • 2025 net revenues1 of $9.9 billion; 2025 GAAP diluted earnings per share (“EPS”) of $5.77 and 2025 adjusted diluted EPS2 of $6.95, up 14% year-over-year; • Record 2025 operating income of $4.9 billion and record adjusted operating income2 of $6.0 billion, up 10% year-over-year; • Record annual operating cash flow of $4.7 billion, and record adjusted free cash flow2 of $4.2 billion, up 16% year-over-year; • Returned $2.4 billion to stockholders through share repurchases and dividends in 2025, and increased first quarter 2026 quarterly dividend by 8% relative to 2025; • Three-year total stockholder return (“TSR”) of 64% (based on stock price increase from $98.68 on December 31, 2022 to $161.96 on December 31, 2025); and • Expanded and strengthened markets served and range of data, technology and risk management services through organic growth and investments.
Proxy / historical operating results, cash generation and capital returns · Filed 31/03/2026
17 9. Equity Treasury Stock Stock Repurchase Program During the six months ended June 30, 2026 and 2025, we repurchased a total of 7.9 million and 2.9 million shares at a cost of $1.2 billion and $496 million, respectively.
Equity / actual first-half share repurchases · Filed 30/07/2026
common stockholders: Basic $ 4.19 $ 2.87 $ 1.70 $ 1.49 Diluted $ 4.18 $ 2.86 $ 1.69 $ 1.48 Weighted average common shares outstanding: Basic 566 574 564 573 Diluted 568 576 566 575 See accompanying notes.
Income statements / weighted average shares outstanding · Filed 30/07/2026
Acquisition-Related Transaction and Integration Costs We incurred $53 million and $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 June 30, 2026 and 2025, respectively, primarily due to integration costs related to Black Knight.
Acquisition-related transaction and integration costs / Black Knight · Filed 30/07/2026
• Annual cash bonus opportunity and performance stock units (PSUs) capped at 200% of the established target opportunity; • Mandatory and competitive stock ownership requirements; • Robust compensation clawback policies, including a clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements; • Anti-hedging and anti-pledging policy requirements; • Change in control protection that requires a “double-trigger” (i.e., there must be a change in control and a termination of the executive’s employment) for payment to be provided; and • No “golden parachute” excise tax gross-up provisions in employment agreements with our NEOs.
Compensation / ownership requirements, clawbacks and protection terms · Filed 31/03/2026
The performance achievement for the PSU that is tied to our three-year TSR performance against the S&P 500 (the TSR-based PSUs) that was granted in February 2023 and vested in February 2026 was 168.0% of target, given our performance at the 67th percentile of the S&P 500.
Compensation / February 2026 vesting of three-year relative-TSR awards · Filed 31/03/2026
For 2025, NEO long-term incentive compensation was delivered 30% in three-year TSR-based PSUs, 40% in year-three EBITDA-based PSUs, and 30% in restricted stock units (RSUs).
Compensation / actual 2025 long-term incentive composition · Filed 31/03/2026
Our Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has determined that nine of our eleven director nominees are independent under the listing standards of the New York Stock Exchange, LLC (“NYSE”) and the Board of Directors Corporate Governance Guidelines (the “Governance Guidelines”) and Independence Policy adopted by our Board of Directors.
Governance / independence determination for director nominees · Filed 31/03/2026
Noonan to serve as the Lead Independent Director of our Board and have re-elected him annually since 2022.
Governance / annual reelection of lead independent director · Filed 31/03/2026
These measures include annual election of directors by majority vote, right of stockholders to call special meetings, lack of super-majority vote requirements, proxy access and stock retention requirements for our executives and directors.
Governance / director elections and stockholder rights · Filed 31/03/2026
The Nominating & Corporate Governance Committee and the Board of ICE have determined that due to aggregate payments exceeding $120,000 from ICE Futures Europe to Lord Hill of Oareford in 2024 under the Agreement, Lord Hill of Oareford does not qualify as an independent director at this time.
Related-party consulting / director non-independence determination · Filed 31/03/2026
Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer.
Segment reporting / combined Chair and Chief Executive Officer role · Filed 30/07/2026
We view these duplicate non-cash rent expenses during the transitions to be incremental, non-recurring, and not related to our normal operations; •In 2024, a net $10 million expense for valid claims made following an equity trading issue at NYSE in June 2024.
Non-GAAP adjustments / realized claims following June 2024 NYSE trading issue · Filed 05/02/2026
58 Year Ended December 31, Year Ended December 31, 2025 2024 Change* 2024 2023 Change* Revenues: Fixed income execution $ 125 $ 117 8 % $ 117 $ 124 (6) % CDS clearing 338 343 (1) 343 360 (5) Fixed income data and analytics 1,234 1,177 5 1,177 1,118 5 Fixed income and credit 1,697 1,637 4 1,637 1,602 2 Data and network technology 722 661 9 661 629 5 Revenues 2,419 2,298 5 2,298 2,231 3 Other operating expenses 1,140 1,129 1 1,129 1,079 5 Depreciation and amortization 344 326 5 326 341 (4) Acquisition-related transaction and integration costs 2 — n/a — — n/a Operating expenses 1,486 1,455 2 1,455 1,420 2 Operating income $ 933 $ 843 11 % $ 843 $ 811 4 % Recurring revenues $ 1,956 $ 1,838 6 % $ 1,838 $ 1,747 5 % Transaction revenues $ 463 $ 460 1 % $ 460 $ 484 (5) % *Percentage changes in the table above deemed "n/a" are not meaningful.
Fixed Income and Data Services / 2023–2025 recurring revenues and operating results · Filed 05/02/2026
competitors are Nasdaq, Inc., or Nasdaq, and Cboe Global Markets, Inc., or Cboe.
Exchange competition / named competitors · Filed 05/02/2026
•Our data services offerings face intense competition in all aspects of the business.
Data services / intensity of competition · Filed 05/02/2026
For instance, due to market and interest rate volatility, including market volatility during the first six 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.
Macroeconomic conditions / volatility-driven trading increases · Filed 30/07/2026
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.
Equity market regulation / extended compliance period for reduced access-fee caps · Filed 30/07/2026
