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Intercontinental Exchange

NYSE: ICE · USD

Intercontinental Exchange (ICE) Economic Moat Analysis63

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

ICE has an evidenced narrow moat in mortgage technology through embedded recordkeeping, compliance workflows and transaction connections. Renewal expansions and realized contractual price increases support switching friction and pricing power, while client attrition demonstrates limits. Exchange liquidity advantages are plausible but insufficiently demonstrated in these passages for a wide moat. The pending MarketAxess acquisition offers potential benefits alongside financing and integration risks; its network is not yet ICE's.

Switching costs

Mortgage origination software embeds ICE in core recordkeeping, verification and compliance workflows. Recurring subscriptions, renewal expansions and realized contractual price increases corroborate commercial value and switching friction, although migration costs are not measured.

Durability
Embedded workflows and recurring servicing subscriptions support persistence. Observed renewal expansions strengthen the case, but the passages do not establish exceptional or guaranteed durability.
Competitors
Comparison not established
Erosion risks
Origination client attrition, proprietary customer systems, third-party alternatives and customer consolidation limit protection. A stockholder proposal also alleges a future PennyMac departure; this is an attributed allegation rather than a verified completed migration.
What would invalidate the thesis
Persistent customer losses and shrinking renewal commitments, accompanied by failed price increases or evidence that lenders migrate core workflows readily, would undermine the switching-cost thesis.
Evidence (6) · Counterevidence (4)

Network effects

ICE's existing mortgage network connects originators with service providers, lenders and investors needed to complete millions of transactions annually. This supports a bounded connectivity advantage; incremental benefits from additional participants are inferred rather than quantified.

Durability
Existing transaction connections and recurring customer workflows can reinforce network usefulness. Evidence is insufficient to establish exclusive access, participant concentration or an insurmountable network.
Competitors
Comparison not established
Erosion risks
Customers can use proprietary systems and competing digital mortgage providers. Mortgage transaction demand is cyclical, and the passages do not establish that competing networks lack equivalent connectivity.
What would invalidate the thesis
Material reductions in network transactions or counterparties, widespread use of equivalent competing connections, or customer departures without loss of workflow functionality would weaken the network advantage.
Evidence (2) · Counterevidence (3)

Changes since the previous analysis

  • Retained the narrow verdict and the mortgage workflow switching-cost thesis; added a bounded mortgage connectivity advantage without treating network effects as exceptional.
  • Explicitly distinguished the pending MarketAxess transaction and its projected synergies from current ICE capabilities and realized acquisition returns.
  • Added qualitative financial-services assessments using current corporate, subsidiary capital and financing evidence; excluded customer margin balances from available funding.
  • Updated governance context for the actual May 2026 director elections, rejection of the independent chairman proposal and August certificate amendment effectiveness.
  • Included the stockholder proposal's PennyMac departure allegation with its attribution and uncertainty, rather than treating it as a verified operating outcome.

Evidence limitations

  • Evidence is limited to supplied SEC-filed passages. Filed dates remain filing dates; the latest supplied financial position is June 30, 2026.
  • Mortgage competitors are disclosed only as categories. Nasdaq, Inc. and Cboe Global Markets, Inc. are named exchange competitors, but the passages provide no adequate comparative liquidity or customer migration evidence.
  • Switching friction and network reinforcement are inferred from disclosed functions and operating outcomes; migration costs, retention rates, market shares and exclusivity are absent.
  • Realized mortgage price increases are disclosed without a quantified pricing contribution. Management's prospective inflation pass-through claim does not establish actual pass-through.
  • MarketAxess remains a pending acquisition in the supplied evidence. Its customers and network are not attributed to current ICE, and projected accretion and synergies are not demonstrated returns.
  • Current corporate funding capacity and clearing default resources are incompletely disclosed. Subsidiary capital compliance does not establish group-wide regulatory headroom, and GAAP equity is not eligible regulatory capital.
  • The February 2025 filing is older than 550 days at the assessment date and does not establish current financial sufficiency.
  • Compensation structures and governance safeguards are disclosed, but ownership compliance, comprehensive compensation cost and exceptional governance effectiveness are not established.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
2021—37.6%6.5%32.1%
2022—37.8%7.9%34.5%
2023—37.3%7.0%33.8%
2024—36.6%6.7%35.7%
2025—39.0%7.7%33.9%

Pricing power63

  • Pricing outcomes

    Contractual price increases contributed to 2025 mortgage growth and first-half 2026 servicing growth. The contribution is unquantified and does not establish equivalent power across all ICE businesses.

  • Customer demand

    Origination and servicing renewal expansions and existing-customer data purchases demonstrate repeat demand indirectly. Actual origination attrition and consolidation-related loan declines qualify the evidence; no retention rate is inferred.

  • Margin resilience

    First-half net revenues rose from $5.016 billion to $5.643 billion while operating expenses rose from $2.498 billion to $2.587 billion. Exchange margin improved over the half despite technology cost pressure, although its second-quarter margin declined and trading volatility contributed. This supports resilience without proving pricing caused it.

  • Pricing freedom

    Participant prices are disclosed as outside long-term contracts, and mortgage contracts produced increases. Regulatory pricing restrictions and exchange access fee caps constrain discretion; management's expected inflation pass-through remains prospective.

Management69

  • Capital discipline

    Actual cash generation exceeded shareholder distributions, and repurchases reduced weighted average shares. Continued integration spending, increased equity investments and the pending debt-financed acquisition create substantial commitments with unproven returns.

  • Incentive alignment

    Actual 2025 awards included three-year relative TSR and year-three EBITDA measures, and a three-year TSR award vested in February 2026. Ownership requirements, clawbacks and anti-hedging policies support alignment. Ownership compliance and realized long-term acquisition returns remain unverified.

  • Execution

    Reported cash generation, operating income growth, implementations and renewal expansions demonstrate execution through operating evidence; management attribution is indirect. Attrition, continuing integration costs and valid NYSE trading claims qualify the record. MarketAxess synergies are excluded from achievements.

  • Governance

    Annual majority-vote elections, proxy access, special-meeting rights, independent lead-director authority and the disclosed independence determination provide substantive safeguards. Actual elections are supplied. The combined Chair/CEO role and consulting-related non-independent director qualify the assessment; shareholders rejected an independent chairman proposal.

Sources and methodology

Current publication · Updated 20/10/2026 · Version 8

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026

Moat63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 3/4 · Core recordkeeping, automated compliance and transaction connections establish embedded infrastructure. Renewal expansions corroborate value; measured switching costs and comparative network superiority are absent.

durability · 2/4 · Recurring subscriptions and renewal expansions support persistence, while actual origination attrition and available alternatives limit demonstrated durability.

customer dependency · 3/4 · System-of-record and transaction connections perform consequential customer functions. Renewals support dependency indirectly; they do not establish that customers cannot leave.

erosion resilience · 2/4 · Mortgage growth and renewals coexist with attrition, consolidation-related declines and realized mortgage-cycle pressure. Data competition and possible regulatory volume displacement constrain resilience.

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 2025 mortgage growth and first-half 2026 servicing growth. The contribution is unquantified and does not establish equivalent power across all ICE businesses.

retention · 2/4 · Origination and servicing renewal expansions and existing-customer data purchases demonstrate repeat demand indirectly. Actual origination attrition and consolidation-related loan declines qualify the evidence; no retention rate is inferred.

margin resilience · 3/4 · First-half net revenues rose from $5.016 billion to $5.643 billion while operating expenses rose from $2.498 billion to $2.587 billion. Exchange margin improved over the half despite technology cost pressure, although its second-quarter margin declined and trading volatility contributed. This supports resilience without proving pricing caused it.

contractual freedom · 2/4 · Participant prices are disclosed as outside long-term contracts, and mortgage contracts produced increases. Regulatory pricing restrictions and exchange access fee caps constrain discretion; management's expected inflation pass-through remains prospective.

Predictability89

Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
6.14
positiveEarningsShare
100.00
netMarginStdDev
9.63
observedAnnualPeriods
5.00

Financial strength56

Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.

capital adequacy · 2/4 · Current disclosures show ICE Clear Europe capital exceeding CFTC requirements and additional U.S. clearing reserves. Corporate debt of $19.8 billion and substantial GAAP equity support a bounded mixed assessment, with additional planned acquisition borrowing. Neither GAAP equity nor restricted subsidiary resources establish group regulatory headroom; consolidated eligible-capital ratios are absent.

liquidity funding · 2/4 · June unrestricted cash was $1.1 billion, first-half operating cash flow was $3.324 billion and short-term debt was $1.218 billion. These demonstrate funding capacity, but total debt and planned acquisition financing are material. Current undrawn facility capacity and detailed maturities are missing. Margin deposits and restricted balances are excluded from available parent funding.

asset liability risk · 2/4 · Matched clearing deposit assets and liabilities are substantial exposures, not free corporate capital. Disclosed collateral haircuts and same-day replenishment mitigate cross-currency risk. Corporate borrowing and equity investments add financing and valuation exposure. Complete default waterfalls, stress losses and contingent liquidity requirements are absent.

earnings resilience · 3/4 · First-half operating income increased from $2.518 billion to $3.056 billion, with growth across all three segments. Recurring mortgage economics diversify transaction exposure. Second-quarter energy revenue fell 13%, mortgage transactions have faced rate pressure, and $450 million of increased non-cash investment gains inflated net-income growth; operating results still demonstrate resilience.

Capital allocation50

Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.

capital efficiency · 2/4 · First-half ICE-attributable income of $2.371 billion against $29.551 billion of ending ICE stockholders' equity supports a bounded assessment of accounting capital productivity. Investment revaluation gains and substantial goodwill and acquired intangibles complicate the result. No reported ROE or ROIC is supplied, and no annualized return is inferred.

distributions and buffers · 2/4 · Actual first-half repurchases of $1.2 billion and dividends of $591 million were below reported operating cash flow and ICE-attributable earnings. Subsidiary reserves provide some buffer evidence. Significant corporate debt and proposed acquisition borrowing limit confidence in surplus distributable capacity; customer collateral is excluded.

dilution and cost · 2/4 · Diluted weighted average shares fell from 576 million to 568 million alongside $1.2 billion of repurchases, demonstrating dilution offset at a real cash cost. First-half interest expense was $408 million versus $407 million, and further acquisition borrowing is planned. Comprehensive stock-compensation expense and future borrowing terms are absent.

investment discipline · 2/4 · Mortgage operating results improved, but Black Knight integration expenses persist. Equity investment spending increased, and expected 2026 technology and capital investment reached approximately $850 million. The pending MarketAxess purchase adds a sizable debt-financed commitment; projected synergies, leverage reduction and EPS accretion do not establish realized returns.

Management69

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Actual cash generation exceeded shareholder distributions, and repurchases reduced weighted average shares. Continued integration spending, increased equity investments and the pending debt-financed acquisition create substantial commitments with unproven returns.

incentive alignment · 3/4 · Actual 2025 awards included three-year relative TSR and year-three EBITDA measures, and a three-year TSR award vested in February 2026. Ownership requirements, clawbacks and anti-hedging policies support alignment. Ownership compliance and realized long-term acquisition returns remain unverified.

execution · 3/4 · Reported cash generation, operating income growth, implementations and renewal expansions demonstrate execution through operating evidence; management attribution is indirect. Attrition, continuing integration costs and valid NYSE trading claims qualify the record. MarketAxess synergies are excluded from achievements.

governance · 3/4 · Annual majority-vote elections, proxy access, special-meeting rights, independent lead-director authority and the disclosed independence determination provide substantive safeguards. Actual elections are supplied. The combined Chair/CEO role and consulting-related non-independent director qualify the assessment; shareholders rejected an independent chairman proposal.

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.

2025 Form 10-K, Mortgage Technology: system-of-record and compliance 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.

2025 Form 10-K, 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.

2025 Form 10-K, Mortgage Technology: transaction network connections · 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 Form 10-K, Mortgage Technology: realized revenue 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 Form 10-K, origination technology: growth and client attrition · Filed 05/02/2026

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.

2025 Form 10-K, Mortgage Technology competition · Filed 05/02/2026

•Origination technology: Our origination technology revenues increased 7% and 5% for the six and three months ended June 30, 2026, respectively, from the comparable periods in 2025, driven by origination volume impacting Encompass and Encompass network revenues and renewal expansions of existing customers.

June 2026 Form 10-Q, origination technology: renewal expansions · Filed 30/07/2026

•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.

June 2026 Form 10-Q, servicing software: pricing, implementations and renewals · Filed 30/07/2026

This was partially offset by loan count declines related to customer merger and acquisition activity.

June 2026 Form 10-Q, servicing software: consolidation-related loan declines · 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.

June 2026 Form 10-Q, servicing software: recurring subscription economics · Filed 30/07/2026

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.

June 2026 Form 10-Q, mortgage interest rates and realized transaction revenue pressure · 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.

June 2026 Form 10-Q, mortgage data and analytics: existing-customer purchases · Filed 30/07/2026

These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows: Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Six Months Ended June 30, Operating income adjustments: 2026 2025 2026 2025 2026 2025 2026 2025 Total revenues, less transaction-based expenses $ 3,245 $ 2,782 $ 1,302 $ 1,193 $ 1,096 $ 1,041 $ 5,643 $ 5,016 Operating expenses 764 707 759 734 1,064 1,057 2,587 2,498 Less: Amortization of acquisition-related intangibles 32 32 73 75 369 399 474 506 Less: Transaction and integration costs — — — — 50 41 50 41 Less/(Add): Regulatory matters — 4 (10) — — — (10) 4 Adjusted operating expenses $ 732 $ 671 $ 696 $ 659 $ 645 $ 617 $ 2,073 $ 1,947 Operating income/(loss) $ 2,481 $ 2,075 $ 543 $ 459 $ 32 $ (16) $ 3,056 $ 2,518 Adjusted operating income $ 2,513 $ 2,111 $ 606 $ 534 $ 451 $ 424 $ 3,570 $ 3,069 Operating margin 76 % 75 % 42 % 38 % 3 % (2) % 54 % 50 % Adjusted operating margin 77 % 76 % 47 % 45 % 41 % 41 % 63 % 61 % Net income adjustments: Net income attributable to ICE $ 2,371 $ 1,648 Add: Amortization of acquisition-related intangibles 474 506 Add: Transaction and integration costs 50 41 (Less)/Add: Regulatory matters (10) 4 Less: Net income from unconsolidated investees (43) (35) Less: Fair value adjustments of equity investments (452) (2) Less: Income tax effect for the above items (5) (130) Add: Deferred tax adjustments on acquisition-related intangibles 27 6 Adjusted net income attributable to ICE $ 2,412 $ 2,038 Diluted earnings per share attributable to ICE common stockholders $ 4.18 $ 2.86 Adjusted diluted earnings per share attributable to ICE common stockholders $ 4.25 $ 3.54 Diluted weighted average common shares outstanding 568 576 64 Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Three Months Ended June 30, Operating income adjustments: 2026 2025 2026 2025 2026 2025 2026 2025 Total revenues, less transaction-based expenses $ 1,464 $

June 2026 Form 10-Q, six-month GAAP and adjusted segment results · 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.

June 2026 Form 10-Q, exchange operating results and 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.

June 2026 Form 10-Q, technology expense increases · Filed 30/07/2026

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.

2025 Form 10-K, inflation: participant contract terms and prospective pass-through claim · Filed 05/02/2026

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.

2025 Form 10-K, regulation: pricing and contractual restrictions · Filed 05/02/2026

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.

June 2026 Form 10-Q, exchange access fee caps and compliance extension · Filed 30/07/2026

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.

2026 proxy, 2025 operating cash flow and shareholder distributions · 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.

June 2026 Form 10-Q, actual share repurchases · 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.

June 2026 Form 10-Q, Black Knight integration expenses · Filed 30/07/2026

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).

2026 proxy, actual 2025 long-term incentive allocation · 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.

2026 proxy, February 2026 vesting of three-year TSR award · Filed 31/03/2026

• 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.

2026 proxy, ownership, clawback and executive protection policies · 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.

2026 proxy, director nominee independence determination · Filed 31/03/2026

The Lead Independent Director has robust responsibilities and independent authority, including presiding at all executive sessions of the non-management directors.

2026 proxy, lead independent director authority · 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.

2026 proxy, adopted shareholder accountability measures · 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.

2026 proxy, consulting payments and director non-independence · Filed 31/03/2026

Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer.

June 2026 Form 10-Q, combined Chair and CEO role · Filed 30/07/2026

vote at the Annual Meeting are as follows: 1.Election of Directors: Our stockholders elected the following eleven directors to each serve a one-year term expiring on the date

May 2026 Form 8-K, actual election of eleven directors · Filed 19/05/2026

Independent Board Chairman: Our stockholders did not approve the stockholder proposal regarding independent board chairman.

May 2026 Form 8-K, independent chairman proposal rejected · Filed 19/05/2026

As of June 30, 2026 As of (Unaudited) December 31, 2025 Assets: Current assets: Cash and cash equivalents $ 1,067 $ 837 Short-term restricted cash and cash equivalents 627 748 Short-term restricted investments 886 629 Cash and cash equivalent margin deposits and guaranty funds 114,599 76,789 Invested deposits, delivery contracts receivable and unsettled variation margin 2,313 4,437 Customer accounts receivable, net 1,869 1,552 Prepaid expenses and other current assets 703 786 Total current assets 122,064 85,778 Property and equipment, net 2,884 2,691 Other non-current assets: Goodwill 30,632 30,646 Other intangible assets, net 14,870 15,353 Long-term restricted cash and cash equivalents 260 240 Long-term restricted investments 136 141 Other non-current assets 3,401 2,038 Total other non-current assets 49,299 48,418 Total assets $ 174,247 $ 136,887 Liabilities and Equity: Current liabilities: Accounts payable and accrued liabilities $ 1,159 $ 1,078 Section 31 fees payable 286 — Accrued salaries and benefits 280 455 Deferred revenue 567 204 Short-term debt 1,218 1,035 Margin deposits and guaranty funds 114,599 76,789 Invested deposits, delivery contracts payable and unsettled variation margin 2,313 4,437 Other current liabilities 154 118 Total current liabilities 120,576 84,116 Non-current liabilities: Non-current deferred tax liability, net 4,125 3,998 Long-term debt 18,628 18,609 Accrued employee benefits 179 174 Non-current operating lease liability 681 635 Other non-current liabilities 406 364 Total non-current liabilities 24,019 23,780 Total liabilities 144,595 107,896 Commitments and contingencies Redeemable non-controlling interest in consolidated subsidiaries 32 22 Equity: Intercontinental Exchange, Inc.

July 2026 earnings exhibit, consolidated balance sheet at June 30, 2026 · Filed 30/07/2026

stockholders’ equity 29,551 28,915 Non-controlling interest in consolidated subsidiaries 69 54 Total equity 29,620 28,969 Total liabilities and equity $ 174,247 $ 136,887

July 2026 earnings exhibit, ICE stockholders' equity · Filed 30/07/2026

The regulatory capital available to ICE Clear Europe, as described above, exceeds the CFTC requirements.

2025 Form 10-K, ICE Clear Europe capital relative to CFTC requirements · Filed 05/02/2026

For our U.S. DCOs, ICE Clear U.S. and ICE Clear Credit, these amounts include voluntarily-held additional reserves consistent with the EMIR requirements to cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the member margin and guaranty funds.

2025 Form 10-K, U.S. clearing subsidiaries' voluntarily held reserves · Filed 05/02/2026

Cash Flow The following table presents the major components of net changes in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds (in millions): Six Months Ended June 30, 2026 2025 Net cash provided by/(used in): Operating activities $ 3,324 $ 2,472 Investing activities (279) (1,085) Financing activities 34,906 2,855 Effect of exchange rate changes (12) 35 Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ 37,939 $ 4,277 Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation, fair value gains and losses and the effects of changes in working capital.

June 2026 Form 10-Q, operating cash flow and segregated cash-flow presentation · Filed 30/07/2026

· Unrestricted cash was $1.1 billion and outstanding debt was $19.8 billion as of June 30, 2026.

July 2026 earnings exhibit, unrestricted cash and outstanding debt · Filed 30/07/2026

· Through the second quarter of 2026, ICE repurchased $1.2 billion of its common stock and paid $591 million in dividends.

July 2026 earnings exhibit, actual first-half repurchases and dividends · Filed 30/07/2026

PennyMac’s decision to leave ICE’s platform by 2028 is expected to negatively impact future recurring revenue growth for ICE.

2026 proxy, stockholder proposal: allegation of PennyMac departure by 2028 · Filed 31/03/2026

The ICE Clearing Houses mitigate the risk of a currency value exposure by applying a “haircut” to the currency posted as margin at a level viewed as sufficient to provide financial protection during periods of currency volatility.

2025 Form 10-K, cross-currency margin collateral haircuts · Filed 05/02/2026

Should the currency posted to satisfy margin requirements decline in value, the clearing member is required to increase its margin deposit on a same-day basis.

2025 Form 10-K, same-day collateral replenishment requirements · 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.

June 2026 Form 10-Q, consolidated income statement and interest expense · Filed 30/07/2026

•An increase in net income of $730 million which was primarily driven by higher Exchanges segment revenues during the six months ended June 30, 2026 and an increase in non-cash fair value gains of $450 million primarily from our Polymarket and Bakkt investments;

June 2026 Form 10-Q, earnings growth and non-cash investment gains · Filed 30/07/2026

•An increase in cash paid for equity investments of $829 million primarily from our Polymarket and OKX investments;

June 2026 Form 10-Q, increased equity investment spending · Filed 30/07/2026

July 29, 2026, for a total enterprise value of approximately $5.7 billion, or approximately ~10.6x MarketAxess LTM² EBITDA pro forma for full run-rate expense synergies • 100% cash consideration financed via newly issued debt (a mix of bonds, term loan and commercial paper) • ICE increases baseline share repurchases to $400 million per quarter from $350 million per quarter.

July 2026 acquisition announcement, enterprise value, planned debt financing and repurchase baseline · Filed 30/07/2026

beginning gross leverage of 3.4x, targeting a return to gross leverage of 3.0x or below within 18 to 24 months post-close, reflecting ICE’s strong balance sheet and free cash flow generation • $100 million in annual run-rate expense synergies, expected to be fully realized within three years post-close • Expected to be accretive to adjusted ICE EPS¹ in the first full year following close

July 2026 acquisition announcement, projected leverage, synergies and adjusted EPS accretion · Filed 30/07/2026

Transaction unanimously approved by the Boards of Directors of both companies; expected to close in the first half of 2027, subject to receipt of MarketAxess

July 2026 acquisition announcement, expected closing timing · Filed 30/07/2026

stockholder approval, applicable regulatory clearances, and customary closing conditions

July 2026 acquisition announcement, closing approval conditions · Filed 30/07/2026

2 $ (in millions) 2Q26 2Q25 % Chg Const Curr(1) Revenues, net: Energy $ 518 $ 595 (13 )% (14 )% Ags and Metals 87 65 35 % 35 % Financials(2) 192 158 21 % 21 % Cash Equities and Equity Options, net 140 123 15 % 15 % OTC and Other(3) 111 96 15 % 15 % Data and Connectivity Services 287 255 12 % 12 % Listings 129 123 5 % 5 % Segment Revenues $ 1,464 $ 1,415 3 % 3 % Recurring Revenues $ 416

July 2026 earnings exhibit, second-quarter exchange revenue composition and energy decline · Filed 30/07/2026

competitors are Nasdaq, Inc., or Nasdaq, and Cboe Global Markets, Inc., or Cboe.

2025 Form 10-K, named exchange competitors · Filed 05/02/2026

•Our data services offerings face intense competition in all aspects of the business.

2025 Form 10-K, intense data services 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.

June 2026 Form 10-Q, volatility-driven trading increases · Filed 30/07/2026

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

June 2026 Form 10-Q, potential EMIR trading and clearing volume effects · 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.

2025 Form 10-K, realized valid claims following NYSE trading issue · Filed 05/02/2026

We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization of approximately $850 million in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

June 2026 Form 10-Q, updated capital expenditure and software investment expectation · Filed 30/07/2026

of Incorporation with the Secretary of State of the State of Delaware on August 28, 2026, at which time the Certificate of Incorporation became effective.

August 2026 Form 8-K, certificate amendment effective date · Filed 28/08/2026

Publication history

Publication history
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118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?