Intercontinental Exchange, Inc 10-Q for FY2026 Q3
Intercontinental Exchange, Inc. (ICE)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Intercontinental Exchange, Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Intercontinental Exchange, Inc. agreed to acquire MarketAxess Holdings Inc. for approximately $6.0 billion, or $167 per share, in cash. Antitrust clearance was granted effective October 21, 2026, and ICE now expects closing in the first quarter of 2027. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.63B
- up 20.7% from $3.01B a year earlier
- Net income
- $940M
- up 15.2% from net income of $816M a year earlier
- Diluted EPS
- $1.67
- up 17.6% from $1.42 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | |||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
| Or | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to | |||||
Commission File Number 001-36198
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||
Attention: General Counsel | |||||
| (Address of principal executive offices) | (Zip Code) | ||||
(770 ) 857-4700
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| NYSE Texas | ||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 26, 2026, the number of shares of the registrant’s Common Stock outstanding was 558,858,412 shares.
INTERCONTINENTAL EXCHANGE, INC.
Form 10-Q
Quarterly Period Ended September 30, 2026
TABLE OF CONTENTS
PART I. | Financial Statements | |||||||
Item 1. | ||||||||
| Consolidated Balance Sheets | ||||||||
| Consolidated Statements of Income | ||||||||
| Consolidated Statements of Comprehensive Income | ||||||||
| Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II. | Other Information | |||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
PART I. Financial Statements
Item 1. Consolidated Financial Statements
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Balance Sheets
(In millions, except par value)
As of September 30, 2026 (Unaudited) | |||||||||||
As of December 31, 2025 | |||||||||||
Assets: | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Short-term restricted cash and cash equivalents | |||||||||||
| Short-term restricted investments | |||||||||||
| Cash and cash equivalent margin deposits and guaranty funds | |||||||||||
| Invested deposits, delivery contracts receivable and unsettled variation margin | |||||||||||
Customer accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Other non-current assets: | |||||||||||
Goodwill | |||||||||||
Other intangible assets, net | |||||||||||
Long-term restricted cash and cash equivalents | |||||||||||
| Long-term restricted investments | |||||||||||
Other non-current assets | |||||||||||
Total other non-current assets | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities and Equity: | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued liabilities | $ | $ | |||||||||
Section 31 fees payable | |||||||||||
Accrued salaries and benefits | |||||||||||
Deferred revenue | |||||||||||
Short-term debt | |||||||||||
Margin deposits and guaranty funds | |||||||||||
| Invested deposits, delivery contracts payable and unsettled variation margin | |||||||||||
Other current liabilities | |||||||||||
Total current liabilities | |||||||||||
Non-current liabilities: | |||||||||||
Non-current deferred tax liability, net | |||||||||||
Long-term debt | |||||||||||
Accrued employee benefits | |||||||||||
Non-current operating lease liability | |||||||||||
Other non-current liabilities | |||||||||||
Total non-current liabilities | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies | |||||||||||
Redeemable non-controlling interests in consolidated subsidiaries | |||||||||||
2
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Balance Sheets (Continued)
(In millions, except par value)
As of September 30, 2026 (Unaudited) | |||||||||||
As of December 31, 2025 | |||||||||||
Equity: | |||||||||||
Intercontinental Exchange, Inc. stockholders’ equity: | |||||||||||
Preferred stock, $ | $ | $ | |||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total Intercontinental Exchange, Inc. stockholders’ equity | |||||||||||
Non-controlling interests in consolidated subsidiaries | |||||||||||
Total equity | |||||||||||
Total liabilities and equity | $ | $ | |||||||||
See accompanying notes.
3
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Exchanges | $ | $ | $ | $ | |||||||||||||||||||
Fixed income and data services | |||||||||||||||||||||||
Mortgage technology | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Transaction-based expenses: | |||||||||||||||||||||||
Section 31 fees | |||||||||||||||||||||||
Cash liquidity payments, routing and clearing | |||||||||||||||||||||||
Total revenues, less transaction-based expenses | |||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Compensation and benefits | |||||||||||||||||||||||
Professional services | |||||||||||||||||||||||
Acquisition-related transaction and integration costs | |||||||||||||||||||||||
Technology and communication | |||||||||||||||||||||||
Rent and occupancy | |||||||||||||||||||||||
Selling, general and administrative | |||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
Interest income | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
Total other income/(expense), net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Intercontinental Exchange, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
See accompanying notes.
4
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Change in equity method investment | |||||||||||||||||||||||
| Employee benefit plan net loss | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Intercontinental Exchange, Inc. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
5
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests
(In millions)
(Unaudited)
| Intercontinental Exchange, Inc. Stockholders’ Equity | Non- Controlling Interests in Consolidated Subsidiaries | Total Equity | Redeemable Non-Controlling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of December 31, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares withheld for taxes on employee equity awards | — | — | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance under the employee stock purchase plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Contributions from equity partners | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions of profits | — | — | — | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of September 30, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intercontinental Exchange, Inc. Stockholders’ Equity | Non- Controlling Interests in Consolidated Subsidiaries | Total Equity | Redeemable Non-Controlling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of June 30, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Shares withheld for taxes on employee equity awards | — | — | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance under the employee stock purchase plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions of profits | — | — | — | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of September 30, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
6
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests (Continued)
(In millions)
(Unaudited)
| Intercontinental Exchange, Inc. Stockholders’ Equity | Non- Controlling Interests in Consolidated Subsidiaries | Total Equity | Redeemable Non-Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of December 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares withheld for taxes on employee equity awards | — | — | ( | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance under the employee stock purchase plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | — | — | ( | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Contribution from equity partners | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions of profits | — | — | — | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of September 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intercontinental Exchange, Inc. Stockholders’ Equity | Non- Controlling Interests in Consolidated Subsidiaries | Total Equity | Redeemable Non-Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of June 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Shares withheld for taxes on employee equity awards | — | — | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance under the employee stock purchase plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | — | — | ( | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions of profits | — | — | — | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders | — | — | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as of September 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
7
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred taxes | |||||||||||
| Gain on investments | ( | ( | |||||||||
| Net income from unconsolidated investees | ( | ( | |||||||||
| Other | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Customer accounts receivable | ( | ( | |||||||||
| Other current and non-current assets | ( | ||||||||||
| Section 31 fees payable | ( | ||||||||||
| Deferred revenue | |||||||||||
| Other current and non-current liabilities | ( | ||||||||||
| Total adjustments | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Capitalized software development costs | ( | ( | |||||||||
| Purchases of invested margin deposits | ( | ( | |||||||||
| Proceeds from invested margin deposits | |||||||||||
| Cash paid for acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchases of equity and equity method investments | ( | ( | |||||||||
| Purchases of restricted investments | ( | ( | |||||||||
| Proceeds from restricted investments | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from debt facilities, net | |||||||||||
| Repayments of debt | ( | ||||||||||
| Redemption of commercial paper, net | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends paid to stockholders | ( | ( | |||||||||
| Change in cash and cash equivalent margin deposits and guaranty fund liability | |||||||||||
| Shares withheld for taxes on employee equity awards | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash provided by/(used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | ( | ||||||||||
| Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | |||||||||||
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period | |||||||||||
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period | $ | $ | |||||||||
Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| Supplemental cash flow disclosures: | 2026 | 2025 | |||||||||
Cash paid for interest | $ | $ | |||||||||
Cash paid for income taxes | $ | $ | |||||||||
| Reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the consolidated balance sheets: | As of September 30, 2026 | As of September 30, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term restricted cash and cash equivalents | |||||||||||
| Long-term restricted cash and cash equivalents | |||||||||||
| Cash and cash equivalent margin deposits and guaranty funds | |||||||||||
| Total | $ | $ | |||||||||
See accompanying notes.
8
Intercontinental Exchange, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. Description of Business
Nature of Business and Organization
Intercontinental Exchange, Inc. is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Our business is conducted through three reportable business segments:
•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses.
•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery technology.
•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.
We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025. The unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.
Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the nine and three months ended September 30, 2026 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.
These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the non-ICE interests are shown as non-controlling interests. When non-controlling interests hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and could be subject to remeasurement.
We have considered the impacts of macroeconomic conditions during the quarter, including interest rates, inflation rates, changes in tariffs and trade policies, geopolitical events and military conflicts, including repercussions from, and the impacts that, any of the foregoing may have on the global economy and on our business. As of September 30, 2026, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the current macroeconomic environment and the impact that it may have on the global economy and on our business.
9
Recently Adopted Accounting Pronouncements
During the nine months ended September 30, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in our 2025 Form 10-K.
3. Pending Acquisition
MarketAxess Holdings Inc.
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. The transaction implies an equity value of approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. For further information regarding the financing agreements entered into in connection with this acquisition, see Note 8.
On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE’s acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.
4. Investments
The carrying value of our investments, which are included in other non-current assets within our consolidated balance sheets, consisted of the following (in millions):
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| Equity securities: | |||||||||||
| Equity investments without readily determinable fair values | $ | $ | |||||||||
| Equity method investments | |||||||||||
| Equity investment with a readily determinable fair value | |||||||||||
| Equity investments measured using NAV practical expedient | |||||||||||
| Total carrying value of our equity and equity method investments | $ | $ | |||||||||
Equity Investments Without Readily Determinable Fair Values
We record any unrealized gains and losses from remeasurement, which we refer to as upward or downward adjustments, within other income, net, in our consolidated statements of income. During the nine months ended September 30, 2026, we recorded $390 million of upward adjustments due to the identification of observable price changes, substantially all of which was recognized in the three months ended March 31, 2026. During the nine and three months ended September 30, 2026, there were no
For the investments we still held as of September 30, 2026, cumulative upward adjustments between January 1, 2018, the date we adopted the measurement alternative, and September 30, 2026 were $427 million and cumulative downward adjustments were $3 million.
Polymarket Preferred Stock
On October 7, 2025, we entered into an agreement to purchase 9.6 million shares of Series D Preferred Stock of Blockratize, Inc., doing business as Polymarket, a prediction market and information platform tracking event probabilities across markets, politics, sport and culture, for $1.0 billion.
Each Series D Preferred share can be converted into common stock at our option or will be mandatorily converted upon a qualified initial public offering or direct listing. We are entitled to a 6 % non-cumulative dividend payable only if declared. With respect to liquidation, dissolution and winding up of Polymarket, the Series D Preferred Stock ranks pari passu with certain of the other classes of preferred stock and is senior to the remaining shares of capital stock, including common stock. As the holder of Series D Preferred Stock, we have the right to cast the number of votes equal to the number of whole shares of common stock into which our preferred shares are convertible. Our ownership gives us the right to nominate and vote exclusively to elect one member of the board.
On March 26, 2026, we invested an additional $600 million in Polymarket pursuant to a Series E Preferred Stock Purchase Agreement, acquiring approximately 4.2 million shares of Series E Preferred Stock. The rights and preferences of the Series E Preferred Stock are substantially similar to those of our Series D Preferred Stock, including liquidation preference, dividend rights, anti-dilution protections, conversion rights, and voting rights.
10
The Series E transaction constitutes an observable price change in an orderly transaction for a similar investment of the same issuer under the measurement alternative guidance. Accordingly, we recorded a gain of $389 million during the three months ended March 31, 2026 related to measuring our Series D Preferred Stock based on the implied fair value indicated by the Series E transaction price.
As of September 30, 2026, the total carrying value of our Series D and E Preferred Stock investments was approximately $2.0 billion and represented approximately 22 % and 14 % ownership of the outstanding and fully diluted shares of Polymarket, respectively. The Series D and E Preferred Stock are not considered in-substance common stock and therefore do not qualify for equity method accounting under Accounting Standards Codification, or ASC, 323, Investments- Equity Method and Joint Ventures. Therefore, we account for these investments as equity securities without a readily determinable fair value using the measurement alternative guidance under ASC 321, Investments - Equity Securities.
OKX
On March 3, 2026, we entered into an agreement to purchase approximately 0.9 million shares of Series C Preferred Shares of OKC Holdings Corporation, the parent company of OKX, a blockchain technology and trading company, for $200 million. Our investment represents less than 1% ownership of OKX.
Equity Method Investments
We recognized income of $59 million and $75 million as our share of estimated income/loss, net, from our equity method investments during the nine months ended September 30, 2026 and 2025, respectively, and income of $16 million and $40 million as our share of estimated income/loss, net, from our equity method investments during the three months ended September 30, 2026 and 2025, respectively. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.
During the nine months ended September 30, 2026, there were no other-than-temporary impairments of our equity method investments identified.
OCC
We own a 40 % interest in the Options Clearing Corporation, or OCC, through a direct investment by the New York Stock Exchange, or NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. OCC serves as a clearing house for securities options, securities futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca Options and NYSE American Options, along with other non-affiliated exchanges.
Polymarket Common Stock
In April 2026, we completed a tender offer to acquire approximately 0.4 million shares of common stock of Blockratize, Inc., doing business as Polymarket, for an aggregate purchase price of $40 million. Combined with our existing Series D and Series E preferred stock investments described above, we concluded that we have the ability to exercise significant influence over Polymarket's operating and financial policies. Accordingly, we account for the common stock investment under the equity method of accounting. As of September 30, 2026, our common stock investment represented less than 1
Equity Investment With A Readily Determinable Fair Value
Bakkt
As of December 31, 2025, we held an approximate 31 % economic interest in Bakkt. Due to the dilutive effect of Bakkt's issuances of Class A common stock and pre-funded warrants, our ownership interest was reduced to approximately 18 % as of April 30, 2026.
Based on an assessment of all relevant factors and circumstances, including the reduction in our ownership and voting percentage, we determined that we no longer have the ability to exercise significant influence over Bakkt. Accordingly, we discontinued the equity method of accounting, prospectively, as of April 30, 2026. Following the transition, we account for our investment in Bakkt as an equity investment with a readily determinable fair value. We remeasure our investment at fair value at each reporting date, with unrealized gains and losses recognized within other income, net, in our consolidated statements of income.
As of September 30, 2026, the fair value of our investment was $62 million, which was based on the quoted market price of Bakkt Class A common stock as of September 30, 2026. During the nine months ended September 30, 2026, the unrealized gain recorded was $62 million which includes the dilution gain recorded upon the accounting transition. During the three months ended September 30, 2026, there was no unrealized gain or loss.
11
Equity Investments Measured Using NAV
5. Revenue Recognition
Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.
Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition.
For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration.
Refer to Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K where we describe our revenue recognition accounting policies and our primary revenue contract classifications in detail.
Disaggregation of Revenues
The following tables depict the disaggregation of our revenues according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 15:
12
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Total Consolidated | ||||||||||||||||||||
Nine Months Ended September 30, 2026: | |||||||||||||||||||||||
Total revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ | |||||||||||||||||||||||
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Total Consolidated | ||||||||||||||||||||
Three Months Ended September 30, 2026: | |||||||||||||||||||||||
Total revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ | |||||||||||||||||||||||
13
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Total Consolidated | ||||||||||||||||||||
Nine Months Ended September 30, 2025: | |||||||||||||||||||||||
Total revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ | |||||||||||||||||||||||
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Total Consolidated | ||||||||||||||||||||
Three Months Ended September 30, 2025: | |||||||||||||||||||||||
Total revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $ | |||||||||||||||||||||||
The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.
The Exchanges segment revenues transferred over time in the tables above also include services related to listings, risk management of open interest performance obligations and regulatory fees, trading permits, and software licenses.
The Fixed Income and Data Services segment revenues transferred over time in the tables above also include services related to risk management of open interest performance obligations, primarily in our CDS business.
The Mortgage Technology segment revenues transferred over time in the tables above primarily relate to our origination and servicing technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied and, to a lesser extent, professional services revenues and revenues from certain of our data and analytics offerings.
14
The components of services transferred over time for each of our segments are as follows (in millions):
Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Exchanges Segment: | |||||||||||||||||||||||
Data services revenues | $ | $ | $ | $ | |||||||||||||||||||
Services transferred over time related to risk management of open interest performance obligations | |||||||||||||||||||||||
| Services transferred over time related to listings | |||||||||||||||||||||||
| Services transferred over time related to regulatory fees, trading permits, and software licenses | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
| Fixed Income and Data Services Segment: | |||||||||||||||||||||||
| Data services revenues | $ | $ | $ | $ | |||||||||||||||||||
| Services transferred over time related to risk management of open interest performance obligations in our CDS business | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
| Mortgage Technology Segment: | |||||||||||||||||||||||
| Recurring revenues | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Total consolidated revenues transferred over time | $ | $ | $ | $ | |||||||||||||||||||
Transaction Price Allocated to Future Performance Obligations
Our disclosure of transaction price allocated to future performance obligations excludes the following:
•Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable consideration allocation criteria;
•Performance obligations that are part of a contract with an original expected duration of one year or less; and
•Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.
As of September 30, 2026, the aggregate amount of the transaction price that was allocated to our future performance obligations was approximately $3.6 billion and was primarily related to contracts with customers in our Mortgage Technology segment. We expect this amount to be recognized as revenue as follows: 10 % by December 31, 2026, 64 % by December 31, 2028, 88 % by December 31, 2030 and the rest thereafter.
Contract Assets
The majority of our contract assets are related to contracts with customers in our Mortgage Technology segment. As of September 30, 2026 and December 31, 2025, the balance of our contract assets was $91 million and $89 million, respectively. Our allowance for contract asset credit losses was nominal for both periods.
6. Deferred Revenue
Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $497 million as of September 30, 2026, including $416 million in current deferred revenue and $81 million in other non-current liabilities in our consolidated balance sheets. The changes in our deferred revenue during the nine months ended September 30, 2026 are as follows (in millions):
15
| Listings Revenues | Data Services and Other Revenues | Mortgage Technology | Total | ||||||||||||||||||||
Deferred revenue balance at January 1, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Additions | |||||||||||||||||||||||
Amortization | ( | ( | ( | ( | |||||||||||||||||||
Deferred revenue balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
The changes in our deferred revenue during the nine months ended September 30, 2025 are as follows (in millions):
| Listings Revenues | Data Services and Other Revenues | Mortgage Technology | Total | ||||||||||||||||||||
Deferred revenue balance at January 1, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Additions | |||||||||||||||||||||||
Amortization | ( | ( | ( | ( | |||||||||||||||||||
Deferred revenue balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Included in the amortization recognized during the nine and three months ended September 30, 2026 is $164 million and $31 million, respectively, related to the deferred revenue balance as of January 1, 2026. Included in the amortization recognized during the nine and three months ended September 30, 2025 is $202 million and $50 million, respectively, related to the deferred revenue balance as of January 1, 2025. As of September 30, 2026, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.
7. Goodwill and Other Intangible Assets
The following is a summary of the activity in our goodwill balance by segment for the nine months ended September 30, 2026 (in millions):
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Total Consolidated | ||||||||||||||||||||
Goodwill balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||
Goodwill balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
The following is a summary of the activity in our other intangible assets balance for the nine months ended September 30, 2026 (in millions):
Other intangible assets balance at December 31, 2025 | $ | ||||
Acquisitions | |||||
Foreign currency translation | ( | ||||
Amortization of other intangible assets | ( | ||||
Other intangible assets balance at September 30, 2026 | $ | ||||
Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets primarily being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar.
During the nine months ended September 30, 2026, we considered whether events or changes in circumstances indicated that our goodwill or indefinite-lived intangible assets may be impaired or finite-lived intangible assets may not be recoverable. After evaluating relevant events and circumstances, we determined it was not more-likely-than-not that goodwill or indefinite-lived intangible assets within any of our reporting units were impaired, and we determined that the carrying amounts of our finite-lived intangible assets were recoverable. We plan to perform our annual impairment testing in the fourth quarter of 2026.
16
8. Debt
The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| Short-term debt: | |||||||||||
| Commercial Paper | $ | $ | |||||||||
2027 Senior Notes ( | |||||||||||
2027 Senior Notes ( | |||||||||||
| Total short-term debt | |||||||||||
| Long-term debt: | |||||||||||
2027 Senior Notes ( | |||||||||||
2027 Senior Notes (3.10%; due September 15, 2027) | |||||||||||
2028 Senior Notes ( | |||||||||||
2028 Senior Notes ( | |||||||||||
2028 Senior Notes ( | |||||||||||
2029 Senior Notes ( | |||||||||||
2029 Senior Notes ( | |||||||||||
2030 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2032 Senior Notes ( | |||||||||||
2033 Senior Notes ( | |||||||||||
2033 Senior Notes ( | |||||||||||
2036 Senior Notes ( | |||||||||||
2040 Senior Notes ( | |||||||||||
2048 Senior Notes ( | |||||||||||
2050 Senior Notes ( | |||||||||||
2052 Senior Notes ( | |||||||||||
2060 Senior Notes ( | |||||||||||
2062 Senior Notes ( | |||||||||||
| Total long-term debt | |||||||||||
| Total debt | $ | $ | |||||||||
As of September 30, 2026, our unsecured senior notes of $22.3 billion had a weighted average maturity of 12 years and a weighted average cost of 3.9 % per annum.
Credit Facilities
We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $1.25 billion, subject to the consent of the lenders funding the increase and certain other conditions. On August 20, 2026, we amended the Credit Facility to extend the maturity date applicable to $3.67 billion of commitments to August 20, 2031, which can be further extended up to two times during the term of the agreement for an additional one year , subject to consent of the extending lenders and certain other conditions. The remaining $230 million of revolving commitments retains the previous May 31, 2029 maturity date. We also amended the Credit Facility to establish a new class of $1.5 billion of revolving commitments that may be borrowed in connection with our pending MarketAxess acquisition. The total aggregate amount of revolving commitments under the Credit Facility, inclusive of the $1.5 billion that may be borrowed in connection with our pending MarketAxess acquisition, remains at $3.9 billion. Refer to Note 3 for further information on the acquisition.
We incurred new debt issuance costs associated with the amendment of $4 million, which are recorded in other non-current assets and amortized over the remaining life of the Credit Facility. No amounts were outstanding under the Credit Facility as of September 30, 2026.
As of September 30, 2026, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to back-stop the notes outstanding under our U.S. dollar commercial paper program, or the Commercial Paper
17
Program, and $168 million was required to support certain broker-dealer and other subsidiary commitments. Amounts required to back-stop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.8 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future amounts outstanding under the Commercial Paper Program.
Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of September 30, 2026, there were no amounts outstanding under these credit lines.
New Senior Notes
On August 20, 2026, we issued $3.75 billion in aggregate principal amount of senior unsecured notes, comprised of the following:
•$1.25 billion in aggregate principal amount of 4.70 % senior notes due in 2029, or the 2029 Notes;
•$1.1 billion in aggregate principal amount of 4.90 % senior notes due in 2031, or the 2031 Notes;
•$650 million in aggregate principal amount of 5.15 % senior notes due in 2033, or the 2033 Notes; and
•$750 million in aggregate principal amount of 5.40 % senior notes due in 2036, or the 2036 Notes, and collectively, the Notes.
We intend to use the proceeds to fund, in part, the purchase price of MarketAxess and to pay related fees, commissions and expenses. We issued the debt at a discount and incurred debt issuance costs totaling $47 million. These costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the Notes.
The 2033 Notes and the 2036 Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem each series of notes at a redemption price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, in the event that the MarketAxess acquisition is not consummated on or prior to July 29, 2027, subject to two automatic extensions of six months each, to January 29, 2028 and to July 29, 2028, respectively, if U.S. antitrust clearance or any other requisite regulatory approval or a law, injunction, order or other judgment by a government entity of competent jurisdiction, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the MarketAxess acquisition remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date (the "outside date"), or if the MarketAxess merger agreement is terminated at any time prior to such date. The 2029 Notes and the 2031 Notes are not subject to any special mandatory redemption.
The $3.7 billion net proceeds from the Notes were separately invested and are recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of September 30, 2026.
In the event the MarketAxess acquisition is not consummated on or prior to the outside date, we intend to use the $2.3 billion of net proceeds from the offering of the 2029 Notes and the 2031 Notes for general corporate purposes, which may include paying down a portion of the amounts outstanding under our Commercial Paper Program or the repurchase or redemption of some or all of the principal amount of outstanding senior notes.
The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.
Term Loan Facility
On August 20, 2026, we entered into a $2.0 billion delayed draw term loan facility, or the Term Loan, which will mature 24 months after the date on which it is funded. The Term Loan is intended to help finance a portion of the consideration for the MarketAxess acquisition, refinance certain existing MarketAxess indebtedness, and pay related fees and expenses. As of September 30, 2026, no amounts had been drawn under the Term Loan. We incurred new debt issuance costs associated with the facility of $2 million, which are recorded in other non-current assets and amortized over the estimated life of the Term Loan.
Bridge Facility
In connection with our pending acquisition of MarketAxess, on July 29, 2026, 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 was to provide backup financing for the acquisition if permanent funding could not be obtained. On August 20, 2026, we secured financing for the acquisition by amending the Credit Facility, issuing the Notes, and entering into the Term Loan, as described above. The commitments that we obtained for the Bridge Facility were therefore permanently reduced from $6.2 billion to $0 .
18
Commercial Paper Program
Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense. During the nine months ended September 30, 2026, we had net repayments of $73 million under the Commercial Paper Program.
Commercial paper notes of $1.0 billion with original maturities ranging from 1 to 28 days were outstanding as of September 30, 2026, with a weighted average interest rate of 4.2 % per annum, and a weighted average remaining maturity of 20 days.
9. Stock-Based Compensation
Refer to Note 11 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance, and market conditions.
The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units, or RSUs, and under our employee stock purchase plan were as follows (in millions):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Classified as compensation and benefits expenses: | |||||||||||||||||||||||
Stock options and RSUs | $ | $ | $ | $ | |||||||||||||||||||
ESPP | |||||||||||||||||||||||
| Capitalized as software development costs | ( | ( | ( | ( | |||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
| Classified as acquisition-related transaction and integration costs | |||||||||||||||||||||||
Total non-cash compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Stock Options
We have not granted any stock option awards since 2024.
Restricted Stock Units Grant Activity
During the nine months ended September 30, 2026, we granted the following:
| Award Type | Number of units (in thousands) | Weighted average grant date fair value | |||||||||
Service condition RSUs | $ | ||||||||||
One-year EBITDA PSUs | $ | ||||||||||
Year-three EBITDA PSUs | $ | ||||||||||
TSR-based PSUs | $ | ||||||||||
| Total | $ | ||||||||||
We recognize expense on our performance-based RSUs, or PSUs, based on our quarterly assessment of the probable actual performance as compared to our financial performance targets.
As of September 30, 2026, our best estimate is that the financial performance level will be above target for the one-year EBITDA PSUs granted in 2026, the year-three EBITDA PSUs granted in 2024, and our deal incentive PSUs granted in October 2023. Our best estimate for the year-three EBITDA PSUs granted in 2025 and 2026 remains at target.
Qualifying Retirement Provision
During 2026, the Company entered into revised employment agreements with executive officers which included, among other changes, a retirement termination provision. If the retirement termination requirements are met, upon a qualified retirement, the executive officer will be entitled to any outstanding equity awards granted after February 1, 2026 and more than twelve months prior to the qualified retirement termination date, and the underlying shares will be delivered on the award's originally scheduled vesting dates with performance and market condition RSUs settled based on actual results in accordance with their terms. This retirement termination provision will result in accelerated recognition of compensation expense for awards granted to officers who meet the retirement termination requirements or will meet the requirements
19
during the awards' explicit vesting period. We recognize compensation cost over the requisite service period which is the period from the grant date to when the officer becomes eligible for the retirement termination provision and has provided twelve months of service beyond the award grant date as described above.
Employee Stock Purchase Plan
There have been no material changes to our Employee Stock Purchase Plan, or ESPP, during the nine months ended September 30, 2026. For a full description of the plan's terms, refer to Note 11 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K. ESPP-related compensation expense may fluctuate period over period based on employee participation levels and changes in the fair value at the grant date.
10. Equity
Treasury Stock
Stock Repurchase Program
During the nine months ended September 30, 2026 and 2025, we repurchased a total of 10.5 million and 5.1 million shares at a cost of $1.6 billion and $894 million, respectively. Of these shares, during the nine months ended September 30, 2026, 3.7 million shares were purchased on the open market at a cost of $550 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $14 million and $6 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during the nine months ended September 30, 2026 and 2025, respectively.
During the three months ended September 30, 2026 and 2025, we repurchased a total of 2.7 million and 2.2 million shares at a cost of $400 million and $398 million, respectively. Of these shares, during the three months ended September 30, 2026, 0.3 million shares were purchased on the open market at a cost of $50 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $4
In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date, effective January 1, 2026, replacing the prior authorization. In July 2026, our Board approved an increase in the aggregate amount authorized for repurchases under the current program to $4.0 billion, effective July 1, 2026. As of September 30, 2026, the remaining balance of Board approved funds for future repurchases was $3.6 billion.
Shares withheld for taxes on employee equity awards
During the nine months ended September 30, 2026 and 2025, we withheld shares to satisfy employee tax withholding obligations upon the vesting of RSUs, which we recorded as treasury stock at a cost of $97 million and $103 million, respectively. During the three months ended September 30, 2026 and 2025, the cost of the withheld shares was $1 million and $5 million, respectively.
Dividends
During the nine months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $1.56 and $1.44 for an aggregate payout of $884 million and $831 million, respectively. During the three months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $0.52 and $0.48 for an aggregate payout of $293 million and $276 million, respectively.
Non-Controlling Interests
For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the non-ICE interests are shown as non-controlling interests.
As of September 30, 2026, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and third-parties' interest in ICE Futures Abu Dhabi.
As of September 30, 2026, we also had redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to third-parties' interests in an entity acquired by us in 2024 and separately, in a new entity we formed during the nine months ended September 30, 2026. These are reflected as redeemable non-controlling interests due to put rights held by non-ICE members to require us to purchase their interests.
20
Accumulated Other Comprehensive Income/(Loss)
The following tables present changes in the accumulated balances for each component of other comprehensive income/(loss) (in millions):
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component | |||||||||||||||||||||||
| Foreign currency translation adjustments | Comprehensive income from equity method investment | Employee benefit plans adjustments | Total | ||||||||||||||||||||
Balance, as of December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | ( | ||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net current period other comprehensive income/(loss) | ( | ( | ( | ||||||||||||||||||||
Balance, as of September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component | |||||||||||||||||||||||
| Foreign currency translation adjustments | Comprehensive income from equity method investment | Employee benefit plans adjustments | Total | ||||||||||||||||||||
Balance, as of June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net current period other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
Balance, as of September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component | |||||||||||||||||||||||
| Foreign currency translation adjustments | Comprehensive income from equity method investment | Employee benefit plans adjustments | Total | ||||||||||||||||||||
Balance, as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income/(loss) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ||||||||||||||||||||
| Net current period other comprehensive income/(loss) | ( | ||||||||||||||||||||||
Balance, as of September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component | |||||||||||||||||||||||
| Foreign currency translation adjustments | Comprehensive income from equity method investment | Employee benefit plans adjustments | Total | ||||||||||||||||||||
Balance, as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net current period other comprehensive loss | ( | ( | |||||||||||||||||||||
Balance, as of September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
11. Income Taxes
Our effective tax rate was 24 23
The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June
21
30, 2028. In January 2026, the OECD released a comprehensive package of administrative guidance implementing the Group of Seven leading industrialized democracies, or 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. These Pillar Two rules did not have a material impact on our financial statements as of September 30, 2026 or December 31, 2025.
12. Clearing Operations
We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members, participants, or contracting parties, or collectively, Members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk.
Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases to third-party execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses":
| Clearing House | Products Cleared | Execution Venues | Location | |||||||||||||||||
| ICE Clear Europe | Energy, freight, environmental, agricultural, interest rates, equity and economic indicators derivative contracts | ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and ICE Endex Spot Ltd | U.K. | |||||||||||||||||
| ICE Clear U.S. | Agricultural, metals, foreign exchange, or FX, interest rates, digital assets, equity and economic indicators derivative contracts | ICE Futures U.S. | U.S. | |||||||||||||||||
| ICE Clear Credit | OTC North American, European, Asian-Pacific and Emerging Market CDS instruments | ICE Swap Trade and other unaffiliated third-party venues | U.S. | |||||||||||||||||
| ICE Clear Netherlands | Interest rates and equity derivative contracts | ICE Endex and ICE Futures Europe | The Netherlands | |||||||||||||||||
| ICE Clear Singapore | Energy, FX, digital assets, and equity derivative contracts | ICE Futures Singapore | Singapore | |||||||||||||||||
| ICE NGX | Physical and financial North American energy and environmental derivative contracts | ICE NGX | Canada | |||||||||||||||||
Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members. In its guarantor role, each ICE Clearing House stands as the central counterparty on every contract cleared, having equal and offsetting claims to and from Members on opposite sides of each contract. To reduce their exposure, the ICE Clearing Houses have risk management programs and defined rules covering initial and ongoing membership standards, original or initial margin requirements, collateral and liquidity management, a variation margin process, intraday risk monitoring, ICE contribution to the guaranty fund, and default insurance (where applicable). In addition, with the exception of ICE NGX, which offers only a direct-access clearing model, each ICE Clearing House has defined rules on customer segregation and portability, a mutualized guaranty fund, and powers of assessment.
Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of Members of the other ICE Clearing Houses.
Members' Collateral
The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, and the risk committee and board of each respective ICE Clearing House. The amounts required may fluctuate over time. Generally, margin requirements for Members consist of the following:
•Original margin (referred to as "initial margin" by certain ICE Clearing Houses, and collectively as "original margin" herein): Represents the collateralization of market risk determined such that a portfolio the ICE Clearing House may be required to liquidate following a Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period.
•Variation margin: The daily profits and losses to and from the ICE Clearing Houses by Members due to the marking-to-market of open contracts.
•Guaranty fund (mutualized ICE Clearing Houses only): Contributions from Members proportional to the risk of their positions and sized pursuant to the mutualized ICE Clearing Houses' guaranty fund methodology with the purpose to cover losses which exceed the resources of a defaulting Member.
22
Of the six ICE Clearing Houses that we operate, five require Members to contribute to a guaranty fund which mutualizes the risk of default among all Members. ICE NGX operates a non-mutualized, direct clearing operation.
Mutualized Clearing Houses
Each mutualized ICE Clearing House sets rules on the type of collateral Members can deposit to satisfy the margin requirements described above. Member cash deposits are received and held at central banks, highly-rated financial institutions or secured through reverse repurchase agreements with primarily overnight maturities or direct investments primarily in U.S. Treasury and other highly-rated non-U.S. government securities. Reverse repurchase agreements are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral, if needed, to maintain sufficient collateralization. Coinciding with our cash and cash equivalent policy, cash deposits that qualify as cash and cash equivalents are recorded as current assets in "Cash and cash equivalent margin deposits and guaranty funds" with an equal offset in current liabilities in "Margin deposits and guaranty funds" within our consolidated balance sheets. Member cash deposits which we secure via direct investments that do not qualify as cash equivalents are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.
Member non-cash collateral can be in the form of government obligations or European emission allowance certificates. These non-cash collateral deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the Member that deposited the assets unless the respective ICE Clearing House has sold or re-pledged the assets (which the ICE Clearing Houses do not do in the ordinary course of business) or in the event of default of the Member, where the Member is no longer entitled to the collateral assets. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.
ICE NGX
ICE NGX requires its Members to maintain cash or letters of credit to serve as collateral in the event of default, including as original margin. The cash is maintained in a segregated bank account for the benefit of the Member separate from ICE NGX funds. Since ICE NGX can only use the cash or draw from the letters of credit in the event of a default by the Member, these balances are not included in our consolidated balance sheets.
For the majority of the contracts cleared at ICE NGX, variation margin is not settled daily; instead, it is accrued daily to each Member's account and ICE NGX requires full collateralization of net accrued variation losses. The fair value of open contracts, or unsettled variation margin, and the contract value of delivered but unpaid contracts, or delivery contracts receivable, are recorded as current assets in "Invested deposits, delivery contracts receivable and unsettled variation margin" with an equal offset in current liabilities in "Invested deposits, delivery contracts payable and unsettled variation margin" within our consolidated balance sheets.
Cash Collateral (Mutualized Clearing Houses) and Delivery Contracts Receivable and Unsettled Variation Margin (ICE NGX) Balances
The unsettled variation margin and delivered contracts receivable balance at ICE NGX and the cash collateral posted by Members at our mutualized clearing houses are broken out by margin requirement and clearing house as follows (in millions):
| As of September 30, 2026 | |||||||||||||||||||||||||||||||||||
| ICE Clear Europe | ICE Clear Credit | ICE Clear U.S. | ICE NGX | Other ICE Clearing Houses | Total | ||||||||||||||||||||||||||||||
Original margin | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Unsettled variation margin, net | |||||||||||||||||||||||||||||||||||
Guaranty fund | |||||||||||||||||||||||||||||||||||
Delivery contracts receivable, net | |||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
23
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||
| ICE Clear Europe | ICE Clear Credit | ICE Clear U.S. | ICE NGX | Other ICE Clearing Houses | Total | ||||||||||||||||||||||||||||||
Original margin | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Unsettled variation margin, net | |||||||||||||||||||||||||||||||||||
Guaranty fund | |||||||||||||||||||||||||||||||||||
Delivery contracts receivable, net | |||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Details of our deposits are as follows (in millions):
| Cash and Cash Equivalent Margin Deposits and Guaranty Funds | ||||||||||||||||||||||||||
| Clearing House | Investment Type | As of September 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||
| ICE Clear Europe | National bank account | $ | $ | |||||||||||||||||||||||
| ICE Clear Europe | Reverse repo | |||||||||||||||||||||||||
| ICE Clear Europe | Sovereign debt | |||||||||||||||||||||||||
| ICE Clear Europe | Demand deposits | |||||||||||||||||||||||||
| ICE Clear Credit | National bank account | |||||||||||||||||||||||||
| ICE Clear Credit | Reverse repo | |||||||||||||||||||||||||
| ICE Clear Credit | Demand deposits | |||||||||||||||||||||||||
| ICE Clear U.S. | Reverse repo | |||||||||||||||||||||||||
| ICE Clear U.S. | Sovereign debt | |||||||||||||||||||||||||
| Other ICE Clearing Houses | Demand deposits | |||||||||||||||||||||||||
| Total cash and cash equivalent margin deposits and guaranty funds | $ | $ | ||||||||||||||||||||||||
| Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Clearing House | Investment Type | As of September 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| ICE NGX | Unsettled variation margin and delivery contracts receivable | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| ICE Clear Europe | Invested deposits - sovereign debt | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total invested deposits, delivery contracts receivable and unsettled variation margin | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
ICE Clear Europe periodically enters into foreign currency swaps in order to rebalance liquidity buffers for certain currencies. As of September 30, 2026, a total of $1.1 billion notional remained outstanding, which settled during the first week of October 2026 at predetermined forward rates. The foreign currency swaps are accounted for as derivative instruments measured at fair value using Level 2 inputs. The fair value of the derivatives was recorded within other current liabilities in our consolidated balance sheets and was immaterial as of September 30, 2026.
Non-cash Collateral (Mutualized Clearing Houses) and Cash and Letters of Credit (ICE NGX) Balances
These pledged assets are not reflected in our balance sheets and are as follows (in millions):
| As of September 30, 2026 | ||||||||||||||||||||||||||||||||
ICE Clear Europe | ICE Clear Credit | ICE Clear U.S. | ICE NGX | Total | ||||||||||||||||||||||||||||
Original margin: | ||||||||||||||||||||||||||||||||
Government securities at face value | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Letters of credit | ||||||||||||||||||||||||||||||||
Emissions certificates at fair value | ||||||||||||||||||||||||||||||||
ICE NGX cash deposits | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Guaranty fund: | ||||||||||||||||||||||||||||||||
Government securities at face value | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
24
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
ICE Clear Europe | ICE Clear Credit | ICE Clear U.S. | ICE NGX | Total | ||||||||||||||||||||||||||||
Original margin: | ||||||||||||||||||||||||||||||||
Government securities at face value | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Letters of credit | ||||||||||||||||||||||||||||||||
Emissions certificates at fair value | ||||||||||||||||||||||||||||||||
ICE NGX cash deposits | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Guaranty fund: | ||||||||||||||||||||||||||||||||
Government securities at face value | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Total Collateral
As of September 30, 2026 and December 31, 2025, the ICE Clearing Houses had received or had been pledged $230.5 billion and $170.1 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.
ICE Clearing Houses' Liquidity Facilities
As of September 30, 2026, the following facilities were in place at the respective ICE Clearing House to support liquidity needs:
•ICE Clear Europe: $1.0 billion in committed repurchase agreement facilities, or Committed Repo, to have the ability to convert securities held as collateral into U.S. dollar, euro and pound sterling deposits with same day liquidity.
•ICE Clear Credit: $300 million in Committed Repo (U.S. dollar based) to have the ability to convert U.S. dollar/euro denominated sovereign debt held as collateral into U.S. dollar/euro deposits with same day liquidity, €250 million in Committed Repo (euro based) to have the ability to convert euro/U.S. dollar denominated sovereign debt deposits held as collateral into euro/U.S. dollar denominated deposits with same day liquidity, and €1.9 billion in committed FX facilities to have the ability to convert available U.S. dollar denominated cash into euro denominated cash to meet a euro denominated payment obligation with same day liquidity.
•ICE Clear U.S.: $250 million in Committed Repo to have the ability to convert U.S. dollar denominated sovereign debt deposits held as collateral into U.S. dollar deposits with same day liquidity.
•ICE Clear Netherlands: €10 million in committed FX facilities to have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment obligations with same day liquidity.
•ICE NGX: $100 million committed with an additional $200 million uncommitted daylight-overnight liquidity facility with a third-party Canadian chartered bank to provide liquidity in the event of a settlement shortfall, subject to certain conditions.
ICE Contributions to the Guaranty Funds and Default Insurance
We have contributed our own capital to each ICE Clearing House's respective guaranty fund that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient. Such amounts, referred to as skin in the game or SITG contributions, are recorded as long-term restricted cash and cash equivalents and long-term restricted investments in our consolidated balance sheets.
We also maintain default insurance at ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit as an additional layer of clearing member default protection. The default insurance for these three ICE Clearing Houses was renewed in September 2025 and has a three-year term. Similar to the SITG contribution, the default insurance layer is not intended to replace or reduce the position risk-based amount of the guaranty fund. As a result, the default insurance layer is not a factor that is included in the calculation of the Members' guaranty fund contribution requirement. Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.
25
As of September 30, 2026, ICE NGX maintains a guaranty fund of $215 million funded by a $200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, plus $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy. In the event of a Member default where the defaulting Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $200 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy. ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event of a Member default.
ICE's contribution to the respective guaranty funds and default insurance is broken out by each ICE Clearing House as follows (in millions):
| ICE Portion of Guaranty Fund Contribution | Default insurance | |||||||||||||||||||||||||
| Clearing House | As of September 30, 2026 | As of December 31, 2025 | As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| ICE Clear Europe | $ | $ | $ | $ | ||||||||||||||||||||||
| ICE Clear U.S. | ||||||||||||||||||||||||||
| ICE Clear Credit | ||||||||||||||||||||||||||
| ICE Clear Netherlands | N/A | N/A | ||||||||||||||||||||||||
| ICE Clear Singapore | N/A | N/A | ||||||||||||||||||||||||
| ICE NGX | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Clearing House Exposure
Each ICE Clearing House has defined default management rules and procedures. Our financial exposure as guarantor represents the risk that a Member default generates losses that exhaust the defaulting Member's resources and require the use of our SITG contribution and, in an extreme scenario, generates losses that exceed all available default waterfall resources, including at a mutualized ICE Clearing House, the non-defaulting Members' guaranty fund contributions and powers of assessment. Below is a depiction of our default waterfall which summarizes the lines of defense and layers of protection we maintain for our clearing houses:
26
Through the clearing operations described above, each ICE Clearing House provides a performance guarantee to its Members. Excluding the effects of the default management protections depicted above, each ICE Clearing House's maximum estimated exposure for this guarantee would be the intra-day or full-day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted, which is an extremely unlikely scenario. The levels of original margin are calibrated such that a portfolio the ICE Clearing House may be required to liquidate following a Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period. In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, Member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong-way risk.
We also assessed the fair value of our performance guarantee, considering factors including daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by each ICE Clearing House. Based on these analyses, the estimated performance guarantee liability was determined to be nominal, and no liability was recorded as of September 30, 2026. None of the ICE Clearing Houses has ever experienced a Member default that required the use of the guaranty funds of non-defaulting Members or the assets of the ICE Clearing Houses, including our SITG contribution.
13. Legal Proceedings
In the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable, and gain contingencies when they become certain. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be
27
materially and adversely affected by any developments relating to these legal and regulatory matters. A range of possible losses related to certain cases cannot be reasonably estimated at this time. As of September 30, 2026, no material accruals remain outstanding. Individual matter disclosures in this Form 10-Q are limited to new significant matters or significant updates on existing matters since our 2025 Form 10-K.
For further information on our legal and regulatory matters, see Note 16 to the consolidated financial statements in Part II, Item 8 of our 2025 Form 10-K.
14. Fair Value Measurements
Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheets as of September 30, 2026 and December 31, 2025 were classified in their entirety based on the lowest level significant input used in their valuation.
Recurring Fair Value Measurements
As of September 30, 2026, our equity investment in Bakkt is measured at fair value on a recurring basis using Level 1 inputs. See Note 4 for more information.
Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for our supplemental executive savings plan and our supplemental executive retirement plan. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income. As of September 30, 2026 and December 31, 2025, the fair value of these mutual funds was $6 million and $20 million, respectively.
At our ICE NGX clearing house, unsettled variation margin is recorded at fair value based on the settlement prices of open contracts using Level 2 inputs. See Note 12 for more information.
Excluding our equity investments without a readily determinable fair value, all other financial instruments approximate carrying value due to the short-term nature of their maturities.
We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of September 30, 2026 or December 31, 2025.
Non-Recurring Fair Value Measurements
We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of September 30, 2026 and 2025, none of our intangible assets or equity method investments were required to be measured at fair value since no impairment indicators were identified.
We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321. During the nine months ended September 30, 2026, we recorded a total gain of $390 million related to the identification of observable price changes in the same or similar investments of our investees. The fair value measurement underlying these gains was classified as Level 3. Refer to Note 4 for more information. During the nine months ended September 30, 2025, we recorded a total gain of $34 million related to the identification of an observable price change for a similar investment of one of our investees.
Financial Instruments Not Measured at Fair Value
The table below displays the fair value of our debt as of September 30, 2026 (in millions). The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments. The fair value of our commercial paper was estimated using Level 2 inputs. The commercial paper includes a discount and fair value was determined to approximate the carrying value due to the short term to maturity.
28
| As of September 30, 2026 | |||||||||||
Debt: | Carrying Amount | Fair value | |||||||||
| Commercial Paper | $ | $ | |||||||||
2027 Senior Notes ( | |||||||||||
2027 Senior Notes ( | |||||||||||
2028 Senior Notes ( | |||||||||||
2028 Senior Notes ( | |||||||||||
2028 Senior Notes ( | |||||||||||
2029 Senior Notes ( | |||||||||||
2029 Senior Notes ( | |||||||||||
2030 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2031 Senior Notes ( | |||||||||||
2032 Senior Notes ( | |||||||||||
2033 Senior Notes ( | |||||||||||
2033 Senior Notes ( | |||||||||||
2036 Senior Notes ( | |||||||||||
2040 Senior Notes ( | |||||||||||
2048 Senior Notes ( | |||||||||||
2050 Senior Notes ( | |||||||||||
2052 Senior Notes ( | |||||||||||
2060 Senior Notes ( | |||||||||||
2062 Senior Notes ( | |||||||||||
Total debt | $ | $ | |||||||||
15. Segment Reporting
Our business is conducted through three reportable business segments:
•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses;
•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology; and
•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.
Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer. Our CODM uses operating income to assess performance and allocate resources for each of our segments, including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation. Our CODM evaluates both budgeted and actual operating income, and the related growth, when assessing performance and making decisions about allocating resources as described above. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements in our 2025 Form 10-K.
The information and amounts presented in the tables below align with the segment-level information regularly provided to our CODM. While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our significant expense categories are other operating expenses, depreciation and amortization expenses and acquisition-related
29
transaction and integration costs. Other operating expenses include the aggregate of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.
Our CODM does not review total assets or statements of income below operating income by segment; therefore, such information is not presented below. Our three segments do not engage in intersegment transactions.
Financial data for our business segments is as follows for the nine and three months ended September 30, 2026 and 2025 (in millions):
Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Exchanges | Fixed Income and Data Services | Mortgage Technology | Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Energy futures and options | $ | $ | $ | $ | |||||||||||||||||||
| Agricultural and metals futures and options | |||||||||||||||||||||||
| Financial futures and options | |||||||||||||||||||||||
| Cash equities and equity options | |||||||||||||||||||||||
| OTC and other | |||||||||||||||||||||||
| Data and connectivity services | |||||||||||||||||||||||
| Listings | |||||||||||||||||||||||
| Fixed income execution | |||||||||||||||||||||||
| CDS clearing | |||||||||||||||||||||||
| Fixed income data and analytics | |||||||||||||||||||||||
| Data and network technology | |||||||||||||||||||||||
| Origination technology | |||||||||||||||||||||||
| Closing solutions | |||||||||||||||||||||||
| Servicing software | |||||||||||||||||||||||
| Data and analytics | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Revenues, less transaction-based expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Acquisition-related transaction and integration costs | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Total other income/(expense), net | ( | ||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||
30
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Exchanges | Fixed Income and Data Services | Mortgage Technology | Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Energy futures and options | $ | $ | $ | $ | |||||||||||||||||||
| Agricultural and metals futures and options | |||||||||||||||||||||||
| Financial futures and options | |||||||||||||||||||||||
| Cash equities and equity options | |||||||||||||||||||||||
| OTC and other | |||||||||||||||||||||||
| Data and connectivity services | |||||||||||||||||||||||
| Listings | |||||||||||||||||||||||
| Fixed income execution | |||||||||||||||||||||||
| CDS clearing | |||||||||||||||||||||||
| Fixed income data and analytics | |||||||||||||||||||||||
| Data and network technology | |||||||||||||||||||||||
| Origination technology | |||||||||||||||||||||||
| Closing solutions | |||||||||||||||||||||||
| Servicing software | |||||||||||||||||||||||
| Data and analytics | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Revenues, less transaction-based expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Acquisition-related transaction and integration costs | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Total other income/(expense), net | ( | ||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||
31
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Exchanges | Fixed Income and Data Services | Mortgage Technology | Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Energy futures and options | $ | $ | $ | $ | |||||||||||||||||||
| Agricultural and metals futures and options | |||||||||||||||||||||||
| Financial futures and options | |||||||||||||||||||||||
| Cash equities and equity options | |||||||||||||||||||||||
| OTC and other | |||||||||||||||||||||||
| Data and connectivity services | |||||||||||||||||||||||
| Listings | |||||||||||||||||||||||
| Fixed income execution | |||||||||||||||||||||||
| CDS clearing | |||||||||||||||||||||||
| Fixed income data and analytics | |||||||||||||||||||||||
| Data and network technology | |||||||||||||||||||||||
| Origination technology | |||||||||||||||||||||||
| Closing solutions | |||||||||||||||||||||||
| Servicing software | |||||||||||||||||||||||
| Data and analytics | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Revenues, less transaction-based expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Acquisition-related transaction and integration costs | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Total other income/(expense), net | ( | ||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||
32
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Exchanges | Fixed Income and Data Services | Mortgage Technology | Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Energy futures and options | $ | $ | $ | $ | |||||||||||||||||||
| Agricultural and metals futures and options | |||||||||||||||||||||||
| Financial futures and options | |||||||||||||||||||||||
| Cash equities and equity options | |||||||||||||||||||||||
| OTC and other | |||||||||||||||||||||||
| Data and connectivity services | |||||||||||||||||||||||
| Listings | |||||||||||||||||||||||
| Fixed income execution | |||||||||||||||||||||||
| CDS clearing | |||||||||||||||||||||||
| Fixed income data and analytics | |||||||||||||||||||||||
| Data and network technology | |||||||||||||||||||||||
| Origination technology | |||||||||||||||||||||||
| Closing solutions | |||||||||||||||||||||||
| Servicing software | |||||||||||||||||||||||
| Data and analytics | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Transaction-based expenses | |||||||||||||||||||||||
| Revenues, less transaction-based expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Acquisition-related transaction and integration costs | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Total other income/(expense), net | ( | ||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||
No customer accounted for more than 10% of our consolidated revenues, less transaction-based expenses during the nine and three months ended September 30, 2026 or 2025.
16. Earnings Per Common Share
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the nine and three months ended September 30, 2026 and 2025 (in millions, except per share amounts):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Basic: | |||||||||||||||||||||||
| Net income attributable to Intercontinental Exchange, Inc. | $ | $ | $ | $ | |||||||||||||||||||
Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
Diluted: | |||||||||||||||||||||||
Weighted average common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities - stock options and RSUs | |||||||||||||||||||||||
Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
Basic earnings per common share is calculated using the weighted average common shares outstanding during the period.
33
Using the treasury stock method, common equivalent shares from stock options and service condition RSUs are included in the computation of diluted earnings per common share unless their inclusion would be antidilutive. Performance condition RSUs and market condition RSUs are treated as contingently issuable shares and are included in diluted earnings per common share only if the applicable performance or market condition would be satisfied if the reporting date were the end of the contingency period and the result would be dilutive.
As of September 30, 2026, an immaterial amount of stock options and RSUs were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive. As of September 30, 2025, there were 0.1 million antidilutive stock options or RSUs outstanding.
17. Subsequent Events
We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in our consolidated financial statements.
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report on Form 10-Q, or this Quarterly Report, and unless otherwise indicated, the terms “Intercontinental Exchange,” “ICE,” “we,” “us,” “our,” “our company” and “our business” refer to Intercontinental Exchange, Inc., together with its consolidated subsidiaries. All references to “options” or “options contracts” in the context of our futures products refer to options on futures contracts. Solely for convenience, references in this Quarterly Report to any trademarks, service marks and trade names owned by ICE are listed without the ®, ™ and © symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.
We also include references to third-party trademarks, such as FTSE® and MSCI®, trade names and service marks in this Quarterly Report. Except as otherwise expressly noted, our use or display of any such trademarks, trade names or service marks is not an endorsement or sponsorship and does not indicate any relationship between us and the parties that own such marks and names. FTSE® and the FTSE Indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license. MSCI® and the MSCI Indexes are trademarks and service marks of MSCI Inc. or its affiliates and are used under license.
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report. Figures in the tables presented may not recalculate or sum exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Forward-Looking Statements
This Quarterly Report, including the sections entitled “Notes to Consolidated Financial Statements,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements.
These forward-looking statements relate to future events or our future financial performance and are based on our present beliefs and assumptions as well as the information currently available to us. They involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these statements.
Forward-looking statements may be introduced by or contain terminology such as “may,” “will,” “should,” “could,” “would,” “targets,” “goal,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the antonyms of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, cash flows, financial position or achievements. Accordingly, we caution you not to place undue reliance on any forward-looking statements we may make.
Factors that may affect our performance and the accuracy of any forward-looking statements include, but are not limited to, those listed below:
•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, geopolitical events and conflicts (including the conflicts in Ukraine and the Middle East) and sanctions laws;
•global political conditions;
•volatility in commodity prices and equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage industry trends;
•the business environment in which we operate and trends in our industries, including trading volumes, prevalence of clearing, demand for data services, mortgage lending and servicing activity, mortgage delinquencies, fees, changing regulations, competition (including from entrants or non-traditional competitors) and consolidation;
•our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;
•the global impact of the introduction of, or any changes to, laws, regulations, rules, government policies or tax or accounting requirements with respect to, among other things, financial markets and climate-related risks, as well as increased regulatory scrutiny or enforcement actions;
•our exchanges’ and clearing houses' compliance with their respective regulatory and oversight responsibilities;
35
•the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans, including in the event of cyberattacks, cyberterrorism or other disruptions;
•our ability to complete the MarketAxess acquisition, realize the anticipated cost savings and synergies of the MarketAxess acquisition, and successfully integrate MarketAxess with our business without material delay, higher than anticipated costs or difficulty or loss of key personnel;
•our ability to effectively pursue, implement and realize the anticipated cost savings, growth opportunities and synergies and other benefits from our past or future acquisitions and strategic investments within the expected time frame;
•the impacts of computer and communications systems failures and delays, inclusive of the performance and reliability of our trading, clearing, data services and mortgage technologies and those of third-party service providers;
•our ability to keep pace with technological developments and client preferences, including with regard to our emerging technology initiatives and the use of artificial intelligence in certain of our existing products;
•our ability to ensure that the technology we utilize is not vulnerable to cyberattacks, hacking and other cybersecurity risks or other disruptive events or to minimize the impact of any such events;
•the impact of climate-related risks and the impact of, and uncertainty related to, the transition to renewable energy, including regulatory and legislative changes;
•our ability to keep information and data relating to the customers of the users of the software and services provided by our ICE Mortgage Technology business confidential;
•the impacts of a public health emergency or pandemic on our business, results of operations and financial condition, as well as the broader business environment;
•our ability to identify trends and adjust our business to benefit from such trends, including trends in the U.S. mortgage industry such as inflation rates, interest rates, new home purchases, refinancing activity, servicing activity, delinquencies and home builder and buyer sentiment, among others;
•our ability to evolve our benchmarks and indices in a manner that maintains or enhances their reliability and relevance;
•the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;
•our ability to incur additional debt and pay off our existing debt in a timely manner;
•our ability to declare and pay dividends and repurchase shares of our common stock;
•our ability to maintain existing market participants and data and mortgage technology customers, and to attract new ones;
•our ability to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;
•our ability to attract, develop and retain key talent;
•our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and
•potential adverse results of threatened or pending litigation and regulatory actions and proceedings.
These risks and other factors include, among others, those set forth in Part I, Item 1A 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.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Quarterly Report. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.
36
Overview
We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Although we report our results in three reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and technology, that exists across our platforms to inform and enhance our operations. Our segments are as follows:
•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses.
•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology.
•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.
Recent Developments
Pending Acquisition of MarketAxess Holdings Inc.
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. The transaction implies an equity value of approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. For further information regarding the financing agreements entered into in connection with this acquisition, see Note 8.
On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE’s acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.
Global Market Conditions
Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. 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.
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 nine 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.
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 and the Middle East and surrounding regions.
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, 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 creditworthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
Tax Policy Changes
In January 2026, the Organisation for Economic Cooperation and Development, or OECD, released a comprehensive package of administrative guidance related to Pillar Two implementing the G7's June 2025 political agreement on a "Side-
37
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 September 30, 2026 or December 31, 2025.
Regulation
Our activities and the markets in which we operate are subject to regulations that impact us as well as our customers, and, in turn, meaningfully influence our activities, the manner in which we operate and our strategy. We are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.
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 I, Item 1 “Business — Regulation” and Part I, Item 1A "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.
Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers’ businesses. Our key areas of focus on these evolving efforts are:
•Increased Bank Capital Requirements. In March 2026, the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation issued re-proposals to implement various Basel Committee standards related to U.S. bank capital requirements, or the Basel III Endgame. The Basel III Endgame re-proposal eliminated both the credit valuation adjustment risk capital requirement and certain risk-based capital surcharge calculations related to bank-affiliated clearing members' exposures to their clearing clients. We are continuing to evaluate the potential impact of the proposals including on mortgage origination and servicing and will monitor developments as the rulemaking process progresses.
•EMIR 3.0. In February 2026, the Delegated Act specifying the Active Account Requirement, or AAR, under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, became effective. The AAR mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty, or CCP, and clear a certain number of trades in an EU account. In July 2026, the European Securities and Markets Authority, or ESMA, published its interim report on the AAR and its first annual report on the joint monitoring mechanism. ESMA noted early but limited signs of clearing activity shifting from U.K.-based Tier 2 CCPs to EU CCPs and concluded it is too early to assess the AAR's effectiveness. In 2025, ICE Clear Netherlands was authorized to clear euro-denominated short-term interest rate derivatives traded at ICE Futures Europe and thus allows market participants in scope for the AAR to satisfy their obligations. Nevertheless, the 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.
•Policy Intervention to Address High Energy Prices. The U.S. is exploring a temporary diesel export ban to ease domestic diesel prices. If implemented, volumes at ICE Futures Europe, the exchange for gasoline and crude related futures, and ICE Clear Europe which clears those contracts, could be impacted. Separately, in July 2026, the European Commission published a proposal to revise the EU Emissions Trading System, or EU ETS, 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 emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.
•Digital Asset Regulation. The regulatory structure for digital assets continues to take shape through potential legislation, rulemaking, and other actions by relevant regulators. If platforms offering products similar to regulated instruments are excluded from regulation or subject to lesser requirements, it could affect market and competitive dynamics and result in reduced trading volumes on our exchanges and contracts cleared at our clearing houses. We are monitoring the developments and any impact on our exchanges and clearing houses.
•Prediction Markets. The CFTC has taken the position that the Commodity Exchange Act preempts state and tribal gaming laws as applied to CFTC-registered prediction markets and that event contracts constitute swaps subject to the CFTC's exclusive jurisdiction. Federal appeals courts are split on whether sports-related event contracts are swaps under the CFTC’s exclusive jurisdiction or fall under state gambling law. The State of New Jersey has petitioned the U.S. Supreme Court for review of this issue. In September 2026, the CFTC submitted two rulemakings to the White House Office of Information and Regulatory Affairs, which would define by rule prediction-market event
38
contracts as within the statutory definition of a swap while excluding casino-style gambling from that definition. The ultimate outcome of this litigation and related rulemakings is uncertain. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.
•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 the 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. Separately, more recently, the SEC issued what it calls an Innovation Exemption that provides a time-limited conditional exception from exchange registration requirements for the on-chain trading of tokenized U.S. listed securities. This exemption would allow venues to compete with regulated entities in the secondary market trading of U.S. listed securities with fewer regulatory requirements and could impact trading volumes on our securities exchanges.
•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. After considering comments submitted, SEC leadership announced the agency is now considering fundamental changes to restructure the CAT to address cost, governance, and funding issues. The funding obligations of exchanges and the exchanges' regulatory capabilities using the CAT ultimately could be substantially different than the current state. Private litigation is ongoing.
•Capital Markets. The SEC proposed several rules during this quarter designed to encourage more companies to go and stay public, including changes to shareholder proposal rules and modernization of the proxy solicitation process.
•Regulatory Categorization of Perpetual Contracts. The regulatory treatment of perpetual contracts remains unsettled. Beginning in May 2026, the CFTC took a series of actions that characterized crypto-asset perpetual contracts as futures. These actions have drawn challenges, including litigation from CME Group, which asserts that perpetual contracts should be classified as swaps rather than futures. The CFTC has also sought public comment on whether perpetual contracts referencing physically delivered or storable commodities, including energy products, should be subject to similar treatment. The regulatory framework for perpetual contracts continues to evolve in light of pending litigation and ongoing CFTC rulemaking and interpretive activity. The timing and outcome of these matters and their effect on the regulatory classification of perpetual contracts is unclear. We continue to monitor these developments and any potential impact on our derivatives businesses.
•Regulatory Framework for Leveraged Retail Crypto Trading. In the absence of new legislation on digital asset markets, the CFTC requested comment on using its existing statutory authority to establish a regulatory framework for spot retail digital asset transactions involving leverage, margin, and financing arrangements. Any future rules would be the first applicable to spot digital asset trading in the U.S.
39
Consolidated Financial Highlights
The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts).
(1) Operating income from our Mortgage Technology segment was $45 million and $6 million for the nine months ended September 30, 2026 and 2025, respectively.
(2) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.
40
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
Revenues, less transaction-based expenses | $ | 8,408 | $ | 7,427 | 13 | % | $ | 2,765 | $ | 2,411 | 15 | % | |||||||||||||||||||||||
Recurring revenues(1) | $ | 4,038 | $ | 3,767 | 7 | % | $ | 1,365 | $ | 1,275 | 7 | % | |||||||||||||||||||||||
Transaction revenues, net(1) | $ | 4,370 | $ | 3,660 | 19 | % | $ | 1,400 | $ | 1,136 | 23 | % | |||||||||||||||||||||||
| Operating expenses | $ | 3,942 | $ | 3,735 | 6 | % | $ | 1,355 | $ | 1,237 | 10 | % | |||||||||||||||||||||||
Adjusted operating expenses(2) | $ | 3,141 | $ | 2,928 | 7 | % | $ | 1,068 | $ | 981 | 9 | % | |||||||||||||||||||||||
| Operating income | $ | 4,466 | $ | 3,692 | 21 | % | $ | 1,410 | $ | 1,174 | 20 | % | |||||||||||||||||||||||
Adjusted operating income(2) | $ | 5,267 | $ | 4,499 | 17 | % | $ | 1,697 | $ | 1,430 | 19 | % | |||||||||||||||||||||||
| Operating margin | 53 | % | 50 | % | 3 pts | 51 | % | 49 | % | 2 pts | |||||||||||||||||||||||||
Adjusted operating margin(2) | 63 | % | 61 | % | 2 pts | 61 | % | 59 | % | 2 pts | |||||||||||||||||||||||||
| Other income/(expense), net | $ | (40) | $ | (412) | (90) | % | $ | (168) | $ | (93) | 80 | % | |||||||||||||||||||||||
| Income tax expense | $ | 1,063 | $ | 772 | 38 | % | $ | 286 | $ | 250 | 14 | % | |||||||||||||||||||||||
| Effective tax rate | 24 | % | 24 | % | — | 23 | % | 23 | % | — | |||||||||||||||||||||||||
Net income attributable to ICE | $ | 3,311 | $ | 2,464 | 34 | % | $ | 940 | $ | 816 | 15 | % | |||||||||||||||||||||||
Adjusted net income attributable to ICE(2) | $ | 3,548 | $ | 3,018 | 18 | % | $ | 1,136 | $ | 980 | 16 | % | |||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 5.85 | $ | 4.28 | 37 | % | $ | 1.67 | $ | 1.42 | 18 | % | |||||||||||||||||||||||
Adjusted diluted earnings per share attributable to ICE common stockholders(2) | $ | 6.27 | $ | 5.24 | 20 | % | $ | 2.02 | $ | 1.71 | 18 | % | |||||||||||||||||||||||
Cash flows from operating activities | $ | 4,486 | $ | 3,387 | 32 | % | |||||||||||||||||||||||||||||
Free cash flow(3) | $ | 3,822 | $ | 2,862 | 34 | % | |||||||||||||||||||||||||||||
Adjusted free cash flow(3) | $ | 3,728 | $ | 3,178 | 17 | % | |||||||||||||||||||||||||||||
(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.
(2) The adjusted figures exclude items that are not reflective of our cash operations or 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.
(3) We believe these non-GAAP liquidity measures provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow is useful as one of the bases for comparing our performance with our competitors and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business. We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of Section 31 fees. These figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Liquidity Measures” below.
•Revenues, less transaction-based expenses, increased $981 million and $354 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods 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. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated revenues were higher by $54 million and lower by $4 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
•Operating expenses increased $207 million and $118 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $8 million and lower by $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
41
Variability in Quarterly Comparisons
Our business environment has been characterized by:
•globalization of marketplaces, customers and competitors;
•growing customer demand for workflow efficiency and automation;
•commodity, interest rate, inflation rate and financial markets volatility and uncertainty;
•growing demand for data to inform customers' risk management and investment decisions;
•evolving, increasing and disparate regulation across multiple jurisdictions;
•price volatility increasing customers' demand for risk management services;
•increasing focus on capital and cost efficiencies;
•customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity;
•the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements;
•emerging technology initiatives and offerings in our markets, including the use of artificial intelligence and machine learning;
•rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology; and
•consolidation and increasing competition among global markets for trading, clearing and listings.
For additional information regarding the factors that affect our results of operations, see Item 1A “Risk Factors” included in our 2025 Form 10-K.
Segment Results
Our business is conducted through three reportable business segments: Exchanges, Fixed Income and Data Services and Mortgage Technology.
While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our segments do not engage in intersegment transactions.
42
Exchanges Segment
The following presents selected statements of income data for our Exchanges segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.
43
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change* | 2026 | 2025 | Change* | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Energy futures and options | $ | 1,935 | $ | 1,634 | 18 | % | $ | 603 | $ | 482 | 25 | % | |||||||||||||||||||||||
| Agricultural and metals futures and options | 251 | 180 | 40 | 83 | 51 | 62 | |||||||||||||||||||||||||||||
| Financial futures and options | 638 | 453 | 41 | 190 | 139 | 37 | |||||||||||||||||||||||||||||
| Futures and options | 2,824 | 2,267 | 25 | 876 | 672 | 31 | |||||||||||||||||||||||||||||
| Cash equities and equity options | 2,894 | 2,418 | 20 | 997 | 701 | 42 | |||||||||||||||||||||||||||||
| OTC and other | 325 | 298 | 9 | 112 | 99 | 13 | |||||||||||||||||||||||||||||
| Transaction and clearing, net | 6,043 | 4,983 | 21 | 1,985 | 1,472 | 35 | |||||||||||||||||||||||||||||
| Data and connectivity services | 856 | 765 | 12 | 292 | 264 | 10 | |||||||||||||||||||||||||||||
| Listings | 387 | 370 | 5 | 130 | 125 | 4 | |||||||||||||||||||||||||||||
| Revenues | 7,286 | 6,118 | 19 | 2,407 | 1,861 | 29 | |||||||||||||||||||||||||||||
Transaction-based expenses(1) | 2,499 | 2,071 | 21 | 865 | 596 | 45 | |||||||||||||||||||||||||||||
| Revenues, less transaction-based expenses | 4,787 | 4,047 | 18 | 1,542 | 1,265 | 22 | |||||||||||||||||||||||||||||
| Other operating expenses | 960 | 872 | 10 | 324 | 293 | 11 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 191 | 191 | — | 65 | 64 | 2 | |||||||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 3 | 1 | n/a | 1 | — | n/a | |||||||||||||||||||||||||||||
| Operating expenses | 1,154 | 1,064 | 8 | 390 | 357 | 9 | |||||||||||||||||||||||||||||
| Operating income | $ | 3,633 | $ | 2,983 | 22 | % | $ | 1,152 | $ | 908 | 27 | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,243 | $ | 1,135 | 9 | % | $ | 422 | $ | 389 | 8 | % | |||||||||||||||||||||||
| Transaction revenues, net | $ | 3,544 | $ | 2,912 | 22 | % | $ | 1,120 | $ | 876 | 28 | % | |||||||||||||||||||||||
(1) Transaction-based expenses are largely attributable to our cash equities and options business. | |||||||||||||||||||||||||||||||||||
*Percentage changes in the table above deemed "n/a" are not meaningful. | |||||||||||||||||||||||||||||||||||
Exchanges Revenues
Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges, related data and connectivity services, and our listings business. Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, except for the NYSE transaction-based expenses discussed below. Rates per-contract, or RPC, are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions.
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 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 exchange-traded funds, or ETFs, and related corporate actions for listed companies.
For the nine months ended September 30, 2026 and 2025, 27% and 24%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. For the three months ended September 30, 2026 and 2025, 25% and 22%, 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 $48 million and lower by $4 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Our Exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.7 billion and $1.2 billion for the nine months ended September 30, 2026 and 2025, respectively, and $533 million and $372 million for the three months ended September 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 nine
44
and three months ended September 30, 2026 was primarily due to higher volumes traded as compared to the comparable periods in 2025.
•Energy Futures and Options: Total volume in our energy futures and options markets increased 9% and 18% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, and revenues increased 18% and 25% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
–Oil futures and options volume increased 9% and 19% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher Brent volume, driven by price volatility and supply uncertainty related to the conflict in the Middle East. Volume in other oil contracts also increased as market participants responded to actual and potential supply disruptions.
–Global natural gas futures and options volume increased 9% and 17% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher Dutch Natural Gas Title Transfer Facility Futures, or TTF, volume, reflecting increased use of TTF for proprietary trading and risk management, as well as geopolitical tensions affecting global supply and demand and TTF prices.
–Environmentals and other futures and options volume increased 9% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher power volume combined with higher emissions volume driven by political uncertainty and a sharp decline in European Union Allowance, or EUA, prices, which primarily affected the first quarter of 2026.
•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets increased 40% and 57% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 40% and 62% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
–Sugar futures and options volume increased 40% and 75% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to price volatility due to a tighter global supply outlook driven by unfavorable weather conditions in key producing regions combined with the potential effect of El Niño on sugarcane harvests.
–Other agricultural and metal futures and options volume increased 40% and 44% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher coffee and cocoa volume. Coffee volume increased due to continued price volatility. Cocoa volume increased due to weather-related supply concerns impacting both the near-term and long-term supply outlook.
•Financial Futures and Options: Total volume in our financial futures and options markets increased 44% and 45% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 41% and 37% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
–Interest rate futures and options volume increased 48% and 49% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 51% and 48% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase was primarily due to higher Euribor and SONIA volume. Euribor volume increased due to eurozone inflation concerns and uncertainty over the path of European Central Bank interest rates. SONIA volume increased as higher energy prices and inflation changed expectations for U.K. monetary policy.
–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 9% and 8% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 14% and 9% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. For the nine month period, the increase was primarily due to volatility in China and emerging markets impacting the MSCI® volume combined with fee increases within our FTSE® indices. For the three-month period, the increase in revenues was primarily due to the FTSE® indices fee increases.
•Cash Equities and Equity Options: Cash equities volume increased 15% and decreased 2% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase in volume for the nine-month period was primarily due to higher industry volumes driven by geopolitical risks and higher retail participation. Cash equities revenues, net of transaction-based expenses, were $283 million and $233 million for the nine months ended September 30, 2026 and 2025, respectively, and $96 million and $69 million for the three months ended September 30, 2026 and 2025, respectively. The increase in revenue for the nine month period ended September 30, 2026 was primarily related to higher capture rate combined with higher industry volumes. The increase
45
in revenue for the three month period ended September 30, 2026 was primarily related to higher capture rate partially offset by lower industry volumes.
Equity options volume increased 32% and 29% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by higher industry volumes due to geopolitical risks. Equity options revenues, net of transaction-based expenses, were $112 million and $114 million for the nine months ended September 30, 2026 and 2025, respectively, and $36 million for both the three months ended September 30, 2026 and 2025. The decrease in revenue for the nine month period ended September 30, 2026 was primarily due to lower capture rate, partially offset by higher industry volumes, and revenues were flat for the three month period ended September 30, 2026 primarily due to lower capture rate offset by higher industry volumes.
•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 increased 9% and 13% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase for both the nine and three month periods was primarily due to higher net interest income and fees on collateral balances, partially offset by lower exchange regulatory fees.
•Data and Connectivity Services: Our data and connectivity services revenues increased 12% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase in revenue was driven by strong customer retention, new customer additions and increased spending by existing customers.
•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% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods 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.
Selected Operating Data
Volume of contracts traded, futures and options rate per contract and open interest are measures that we use in analyzing the performance of our futures and options contracts. Handled volume, matched volume and cash equities and equity options rate per contract are measures that we use in analyzing our NYSE cash equities and equity options performance. We believe each of these measures provides useful information for management and investors in understanding our performance. Management considers these metrics when making financial and operating decisions. Our calculation of these metrics may not be comparable to similarly titled measures used by other companies.
The following charts and tables present trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options rate per contract (in millions, except for percentages and rate per contract amounts):
46
| Volume and Rate per Contract | ||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Number of contracts traded (in millions): | |||||||||||||||||||||||||||||||||||
| Energy futures and options | 1,028 | 945 | 9 | % | 320 | 271 | 18 | % | |||||||||||||||||||||||||||
| Agricultural and metals futures and options | 114 | 82 | 40 | 38 | 25 | 57 | |||||||||||||||||||||||||||||
| Financial futures and options | 1,057 | 734 | 44 | 322 | 222 | 45 | |||||||||||||||||||||||||||||
Total | 2,199 | 1,761 | 25 | % | 680 | 518 | 31 | % | |||||||||||||||||||||||||||
| Average daily volume of contracts traded (in thousands): | |||||||||||||||||||||||||||||||||||
| Energy futures and options | 5,496 | 5,052 | 9 | % | 4,988 | 4,239 | 18 | % | |||||||||||||||||||||||||||
| Agricultural and metals futures and options | 610 | 437 | 40 | 601 | 382 | 57 | |||||||||||||||||||||||||||||
| Financial futures and options | 5,517 | 3,835 | 44 | 4,891 | 3,380 | 45 | |||||||||||||||||||||||||||||
Total | 11,623 | 9,324 | 25 | % | 10,480 | 8,001 | 31 | % | |||||||||||||||||||||||||||
Rate per contract: | |||||||||||||||||||||||||||||||||||
| Energy futures and options | $ | 1.88 | $ | 1.73 | 9 | % | $ | 1.89 | $ | 1.78 | 6 | % | |||||||||||||||||||||||
| Agricultural and metals futures and options | $ | 2.20 | $ | 2.21 | — | % | $ | 2.18 | $ | 2.12 | 3 | % | |||||||||||||||||||||||
| Financial futures and options | $ | 0.60 | $ | 0.61 | (2) | % | $ | 0.58 | $ | 0.62 | (5) | % | |||||||||||||||||||||||
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 that we 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 quarter-end open interest for our futures and options contracts (in thousands, except for percentages):
47
| Open Interest | ||||||||||||||
| As of September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Open interest — in thousands of contracts: | |||||||||||||||||
| Energy futures and options | 66,233 | 63,695 | 4 | % | |||||||||||||
| Agricultural and metals futures and options | 4,824 | 3,380 | 43 | ||||||||||||||
| Financial futures and options | 44,414 | 35,040 | 27 | ||||||||||||||
Total | 115,471 | 102,115 | 13 | % | |||||||||||||
The following charts and tables present selected cash and equity options trading data. All trading volume below is presented as average net daily trading volume, or ADV, and is single counted:
48
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| NYSE cash equities (shares in millions): | |||||||||||||||||||||||||||||||||||
| Total cash handled volume (ADV) | 3,828 | 3,333 | 15 | % | 3,322 | 3,395 | (2) | % | |||||||||||||||||||||||||||
| Total cash market share matched | 19.8 | % | 19.0 | % | 0.8 pts | 19.3 | % | 18.9 | % | 0.4 pts | |||||||||||||||||||||||||
| NYSE equity options (contracts in thousands): | |||||||||||||||||||||||||||||||||||
| NYSE equity options volume (ADV) | 13,432 | 10,204 | 32 | % | 13,736 | 10,682 | 29 | % | |||||||||||||||||||||||||||
| Total equity options volume (ADV) | 64,327 | 53,989 | 19 | % | 63,810 | 55,840 | 14 | % | |||||||||||||||||||||||||||
| NYSE share of total equity options | 20.9 | % | 18.9 | % | 2 pts | 21.5 | % | 19.1 | % | 2.4 pts | |||||||||||||||||||||||||
| Revenue capture or rate per contract: | |||||||||||||||||||||||||||||||||||
| Cash equities rate per contract (per 100 shares) | $0.039 | $0.038 | 5 | % | $0.045 | $0.032 | 40 | % | |||||||||||||||||||||||||||
| Equity options rate per contract | $0.04 | $0.06 | (25) | % | $0.04 | $0.05 | (22) | % | |||||||||||||||||||||||||||
Handled volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities and ETFs executed on our exchanges.
Transaction-Based Expenses
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 $571 million and $412 million for the nine months ended September 30, 2026 and 2025, respectively, and $283 million for the three months ended September 30, 2026. We did not incur any Section 31 fees for the three months ended September 30, 2025 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. The increase in Section 31 fees for the nine and three month periods ended September 30, 2026 was primarily due to higher volumes and the impact of the fee rate described above. 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 $94 million as of September 30, 2026.
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 $1.9 billion and $1.7 billion for the nine months ended September 30, 2026 and 2025, respectively, and $582 million and $596 million for the three months ended September 30, 2026 and 2025, respectively. The increase for the nine month period ended September 30, 2026 was primarily due to higher volumes traded partially offset by higher capture rate within the cash equities exchanges. The decrease for the three month period ended September 30, 2026 was due to higher capture rate within the cash equities exchanges partially offset by higher volumes.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Exchanges segment's operating expenses, operating income and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
49
| Exchanges Segment: | Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,154 | $ | 1,064 | 8 | % | $ | 390 | $ | 357 | 9 | % | |||||||||||||||||||||||
Adjusted operating expenses(1) | $ | 1,105 | $ | 1,012 | 9 | % | $ | 373 | $ | 341 | 10 | % | |||||||||||||||||||||||
Operating income | $ | 3,633 | $ | 2,983 | 22 | % | $ | 1,152 | $ | 908 | 27 | % | |||||||||||||||||||||||
Adjusted operating income(1) | $ | 3,682 | $ | 3,035 | 21 | % | $ | 1,169 | $ | 924 | 26 | % | |||||||||||||||||||||||
Operating margin | 76 | % | 74 | % | 2 pts | 75 | % | 72 | % | 3 pts | |||||||||||||||||||||||||
Adjusted operating margin(1) | 77 | % | 75 | % | 2 pts | 76 | % | 73 | % | 3 pts | |||||||||||||||||||||||||
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below. | |||||||||||||||||||||||||||||||||||
50
Fixed Income and Data Services Segment
The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.
51
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change* | 2026 | 2025 | Change* | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Fixed income execution | $ | 96 | $ | 96 | — | % | $ | 34 | $ | 33 | 5 | % | |||||||||||||||||||||||
| CDS clearing | 297 | 266 | 11 | 102 | 90 | 12 | |||||||||||||||||||||||||||||
| Fixed income data and analytics | 991 | 916 | 8 | 336 | 311 | 8 | |||||||||||||||||||||||||||||
| Fixed income and credit | 1,384 | 1,278 | 8 | 472 | 434 | 9 | |||||||||||||||||||||||||||||
| Data and network technology | 592 | 533 | 11 | 202 | 184 | 10 | |||||||||||||||||||||||||||||
Revenues | 1,976 | 1,811 | 9 | 674 | 618 | 9 | |||||||||||||||||||||||||||||
Other operating expenses | 900 | 850 | 6 | 313 | 286 | 9 | |||||||||||||||||||||||||||||
Depreciation and amortization | 260 | 256 | 1 | 89 | 86 | 3 | |||||||||||||||||||||||||||||
Acquisition-related transaction and integration costs | 28 | 2 | n/a | 27 | 2 | n/a | |||||||||||||||||||||||||||||
Operating expenses | 1,188 | 1,108 | 7 | 429 | 374 | 15 | |||||||||||||||||||||||||||||
| Operating income | $ | 788 | $ | 703 | 12 | % | $ | 245 | $ | 244 | 1 | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,583 | $ | 1,449 | 9 | % | $ | 538 | $ | 495 | 9 | % | |||||||||||||||||||||||
| Transaction revenues | $ | 393 | $ | 362 | 9 | % | $ | 136 | $ | 123 | 10 | % | |||||||||||||||||||||||
*Percentage changes in the table above deemed "n/a" are not meaningful. | |||||||||||||||||||||||||||||||||||
In the table above, we consider fixed income data and analytics revenues and data and network technology revenues to be recurring revenues.
For each of the nine and three months ended September 30, 2026 and 2025, 10% 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 $6 million and were flat for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Fixed Income and Data Services Revenues
Our Fixed Income and Data Services revenues increased 9% for both the nine and three months ended September 30, 2026 from the comparable periods 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.
•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $7 million for both the nine months ended September 30, 2026 and 2025, and $3 million for both the three months ended September 30, 2026 and 2025. Our fixed income execution revenues were flat for the nine months ended September 30, 2026 from the comparable period in 2025. Our fixed income execution revenues increased 5% for the three months ended September 30, 2026 from the comparable period in 2025 primarily due to increased execution volume amid market volatility and the interest rate environment.
•CDS Clearing: CDS clearing revenues increased 11% and 12% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. Clearing fees are reported net of rebates, which were $9 million and $5 million for the nine months ended September 30, 2026 and 2025, respectively, and $6 million and $3 million for the three months ended September 30, 2026 and 2025, respectively. The notional value of CDS cleared was $24.9 trillion and $19.7 trillion for the nine months ended September 30, 2026 and 2025, respectively, and $8.8 trillion and $7.0 trillion for the three months ended September 30, 2026 and 2025, respectively. The increase in revenues was primarily due to higher clearing volumes driven by elevated market volatility from geopolitical events during the period.
•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 8% for both the nine and three months ended September 30, 2026 from the comparable periods in 2025 due to growth in our pricing and reference data business and strength in our index business.
52
•Data and Network Technology: Our data and network technology revenues increased 11% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds, desktop and derivative analytics revenues.
Annual Subscription Value, or ASV, represents, at a point in time, data services revenues, which include fixed income data and analytics as well as data and network technology revenues, 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.
As of September 30, 2026, ASV was $2.107 billion, which increased 7.7% compared to the ASV as of September 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.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Fixed Income and Data Services segment's operating expenses, operating income and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
| Fixed Income and Data Services Segment: | Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,188 | $ | 1,108 | 7 | % | $ | 429 | $ | 374 | 15 | % | |||||||||||||||||||||||
Adjusted operating expenses(1) | $ | 1,061 | $ | 995 | 6 | % | $ | 365 | $ | 336 | 8 | % | |||||||||||||||||||||||
Operating income | $ | 788 | $ | 703 | 12 | % | $ | 245 | $ | 244 | 1 | % | |||||||||||||||||||||||
Adjusted operating income(1) | $ | 915 | $ | 816 | 12 | % | $ | 309 | $ | 282 | 10 | % | |||||||||||||||||||||||
Operating margin | 40 | % | 39 | % | 1 pt | 36 | % | 39 | % | (3 pts) | |||||||||||||||||||||||||
Adjusted operating margin(1) | 46 | % | 45 | % | 1 pt | 46 | % | 45 | % | 1 pt | |||||||||||||||||||||||||
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below. | |||||||||||||||||||||||||||||||||||
53
Mortgage Technology Segment
The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.
54
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Origination technology | $ | 578 | $ | 550 | 5 | % | $ | 189 | $ | 188 | 1 | % | |||||||||||||||||||||||
| Closing solutions | 182 | 163 | 12 | 60 | 58 | 4 | |||||||||||||||||||||||||||||
| Servicing software | 677 | 657 | 3 | 229 | 216 | 6 | |||||||||||||||||||||||||||||
| Data and analytics | 208 | 199 | 4 | 71 | 66 | 6 | |||||||||||||||||||||||||||||
Revenues | 1,645 | 1,569 | 5 | 549 | 528 | 4 | |||||||||||||||||||||||||||||
Other operating expenses | 808 | 791 | 2 | 270 | 262 | 3 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 721 | 724 | — | 245 | 237 | 3 | |||||||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 71 | 48 | 50 | 21 | 7 | 250 | |||||||||||||||||||||||||||||
Operating expenses | 1,600 | 1,563 | 2 | 536 | 506 | 6 | |||||||||||||||||||||||||||||
| Operating income | $ | 45 | $ | 6 | 603 | % | $ | 13 | $ | 22 | (43) | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,212 | $ | 1,183 | 3 | % | $ | 405 | $ | 391 | 4 | % | |||||||||||||||||||||||
| Transaction revenues | $ | 433 | $ | 386 | 12 | % | $ | 144 | $ | 137 | 4 | % | |||||||||||||||||||||||
In the table above, we consider subscription fees 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.
Mortgage Technology Revenues
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 5% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods 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.
•Origination technology: Our origination technology revenues increased 5% and 1% for the nine and three months ended September 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. 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.
•Closing solutions: Our closing solutions revenues increased 12% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods 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.
•Servicing software: Our servicing software revenues increased 3% and 6% for the nine and three months ended September 30, 2026, respectively, 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. 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.
•Data and analytics: Our data and analytics revenues increased 4% and 6% for the nine and three months ended September 30, 2026, respectively, from the comparable periods 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.
55
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Mortgage Technology segment's operating expenses, operating income and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
| Mortgage Technology Segment: | Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,600 | $ | 1,563 | 2 | % | $ | 536 | $ | 506 | 6 | % | |||||||||||||||||||||||
Adjusted operating expenses(1) | $ | 975 | $ | 921 | 6 | % | $ | 330 | $ | 304 | 8 | % | |||||||||||||||||||||||
| Operating income | $ | 45 | $ | 6 | 603 | % | $ | 13 | $ | 22 | (43) | % | |||||||||||||||||||||||
Adjusted operating income(1) | $ | 670 | $ | 648 | 3 | % | $ | 219 | $ | 224 | (2) | % | |||||||||||||||||||||||
| Operating margin | 3 | % | — | % | 3 pts | 2 | % | 4 | % | (2 pts) | |||||||||||||||||||||||||
Adjusted operating margin(1) | 41 | % | 41 | % | — | 40 | % | 42 | % | (2 pts) | |||||||||||||||||||||||||
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below. | |||||||||||||||||||||||||||||||||||
56
Consolidated Operating Expenses
The following presents our consolidated operating expenses (dollars in millions):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
Compensation and benefits | $ | 1,540 | $ | 1,463 | 5 | % | $ | 526 | $ | 483 | 9 | % | |||||||||||||||||||||||
Professional services | 109 | 120 | (9) | 37 | 39 | (4) | |||||||||||||||||||||||||||||
Acquisition-related transaction and integration costs | 102 | 51 | 101 | 49 | 9 | 500 | |||||||||||||||||||||||||||||
Technology and communication | 725 | 647 | 12 | 245 | 219 | 12 | |||||||||||||||||||||||||||||
Rent and occupancy | 72 | 64 | 11 | 25 | 23 | 4 | |||||||||||||||||||||||||||||
Selling, general and administrative | 222 | 219 | 2 | 74 | 77 | (3) | |||||||||||||||||||||||||||||
Depreciation and amortization | 1,172 | 1,171 | — | 399 | 387 | 3 | |||||||||||||||||||||||||||||
Total operating expenses | $ | 3,942 | $ | 3,735 | 6 | % | $ | 1,355 | $ | 1,237 | 10 | % | |||||||||||||||||||||||
The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, licensing and other fee-related arrangements and a portion of our compensation expense that is tied directly to data and mortgage technology sales commissions or overall financial performance.
We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary year-to-year based on the type and level of our acquisitions, integration of acquisitions and other investments.
57
During both the nine and three months ended September 30, 2026, 8% of our operating expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 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 million and lower by $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Compensation and Benefits Expenses
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.
| As of September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Employee headcount | 12,842 | 12,844 | — | % | |||||||||||||
Compensation and benefits expense increased $77 million and $43 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase was primarily due to merit-related pay increases, increases in the bonus accrual and stock-based compensation due to higher performance against target and the impact of the qualifying retirement provision, partially offset by higher capitalized labor.
Professional Services Expenses
Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in our use of these services in our business.
Professional services expenses decreased $11 million and $2 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to lower NYSE regulatory consulting fees.
Acquisition-Related Transaction and Integration Costs
We incurred $102 million and $51 million in acquisition-related transaction and integration costs during the nine months ended September 30, 2026 and 2025, respectively, and $49 million and $9 million during the three months ended September 30, 2026 and 2025, respectively. The increase is due to acquisition-related costs, primarily consisting of the bridge facility expenses, incurred during the three months ended September 30, 2026 related to the pending MarketAxess acquisition and an increase in integration costs from the Black Knight acquisition.
We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth. As a result, we may incur acquisition-related transaction costs in future periods.
Technology and Communication Expenses
Technology support services consist of costs for running our data centers, hosting costs paid to third-party data centers and maintenance of our computer hardware and software required to support our technology and cybersecurity. These costs are driven by system capacity, functionality and redundancy requirements. Communication expenses consist of costs for network connections for our electronic platforms and telecommunications costs.
Technology and communication expenses also include fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communication expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.
Technology and communication expenses increased $78 million and $26 million for the nine and three months ended September 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.
58
Rent and Occupancy Expenses
Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.
Rent and occupancy expenses increased $8 million and $2 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to additional leased offices in India and Texas and lower sublease income.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.
Selling, general and administrative expenses increased $3 million and decreased $3 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase for the nine month period was primarily due to higher employee travel and higher bank service charges at our clearing houses from higher collateral balances partially offset by a $10 million reversal of a previously recorded regulatory matter accrual. The decrease for the three month period was primarily due to lower customer acquisition costs at the NYSE due to the timing of initial public offering activity.
Depreciation and Amortization Expenses
Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, purchased software, internally-developed software, furniture, fixtures and equipment over their estimated useful lives. This expense also includes amortization of intangible assets obtained in our acquisitions of businesses over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, technology, data and databases, trademarks, trade names and trading products.
We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of $713 million and $756 million for the nine months ended September 30, 2026 and 2025, respectively, and $239 million and $250 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily related to certain intangible assets acquired in our 2015 and 2020 acquisitions becoming fully amortized in 2025.
We recorded depreciation expenses on our fixed assets of $459 million and $415 million for the nine months ended September 30, 2026 and 2025, respectively, and $160 million and $137 million for the three months ended September 30, 2026 and 2025, respectively. The increase was primarily due to higher depreciation of internally developed software assets.
Consolidated Non-Operating Income/(Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating. The following table presents our non-operating income/(expenses) (dollars in millions):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||||||||||||||
Interest income | $ | 94 | $ | 92 | 1 | % | $ | 43 | $ | 28 | 53 | % | |||||||||||||||||||||||
Interest expense | (630) | (599) | 5 | (222) | (192) | 15 | |||||||||||||||||||||||||||||
| Other income, net | 496 | 95 | 421 | 11 | 71 | (84) | |||||||||||||||||||||||||||||
Total other income/(expense), net | $ | (40) | $ | (412) | (90) | % | $ | (168) | $ | (93) | 80 | % | |||||||||||||||||||||||
Net income attributable to non-controlling interests | $ | (52) | $ | (44) | 18 | % | $ | (16) | $ | (15) | 5 | % | |||||||||||||||||||||||
Interest Income
Interest income increased during the nine and three months ended September 30, 2026 from the same periods in 2025 due to the following:
59
•During the nine and three months ended September 30, 2026, we earned $16 million in interest income on the proceeds from the August 2026 $3.75 billion senior note issuance in connection with the MarketAxess acquisition.
•During the nine months ended September 30, 2025, we earned $10 million in interest income on short-term investments related to $500 million of the net proceeds from the 2031 Notes which we used to repay a portion of the aggregate principal amount of the May 2025 Notes at their maturity. As the short-term investments matured in May 2025 in conjunction with the maturity of the May 2025 Notes, no interest income was earned for the three months ended September 30, 2025 related to these investments.
•The remainder primarily relates to interest income earned from our clearing houses and, to a lesser extent, interest earned on various unrestricted and restricted cash balances held within our group entities.
Interest Expense
Interest expense increased during the nine and three months ended September 30, 2026 from the same periods in 2025 due to the following:
•Interest expense incurred on our senior notes was $573 million and $565 million during the nine months ended September 30, 2026 and 2025, respectively, and $206 million and $182 million during the three months ended September 30, 2026 and 2025, respectively. The increase during the nine month period was due to the senior notes issued in November 2025 and August 2026, partially offset by repayment of the senior notes at maturity in May and December 2025. The increase during the three month period ended September 30, 2026 was due to the senior notes issued in November 2025 and August 2026, partially offset by repayment of the senior notes at maturity in December 2025.
•Interest expense incurred on borrowings under our Commercial Paper program was $46 million and $23 million during the nine months ended September 30, 2026 and 2025, respectively, and $13 million and $6 million during the three months ended September 30, 2026 and 2025, respectively. The increase was primarily due to higher outstanding commercial paper borrowings during the period.
•The remainder primarily relates to the commitment fees and interest incurred on maintaining our Credit Facility and other facilities within our group entities.
Other Income/(Expense), net
Equity and Equity Method Investments
For our equity investments without readily determinable fair values, during the nine months ended September 30, 2026 and 2025, we recorded $390 million and $35 million, respectively, of fair value gains. The gain for the nine months ended September 30, 2026 was primarily related to our investment in Polymarket preferred stock, related to identifying observable price changes in our investments, substantially all of which was recognized during the three months ended March 31, 2026.
During the nine months ended September 30, 2026, we recognized an unrealized fair value gain on our Bakkt investment of $62 million, all of which was recognized during the three months ended June 30, 2026.
Our equity method investments include OCC and our Polymarket common share investment, among others. During the nine months ended September 30, 2026 and 2025, we recognized income of $59 million and $75 million as our share of estimated equity method investment income, net, respectively. During the three months ended September 30, 2026 and 2025, we recognized income of $16 million and $40 million as our share of estimated equity method investment income, net, respectively. The decrease for the nine months ended September 30, 2026 was primarily related to our share of net losses of Bakkt recorded when the investment was classified as an equity method investment, partially offset by an increase in net income of OCC. The decrease for the three months ended September 30, 2026 was primarily related to a decrease in net income of OCC.
Other
We incurred foreign currency transaction losses of $12 million and $15 million for the nine months ended September 30, 2026 and 2025, respectively, and $4 million and $2 million for the three months ended September 30, 2026 and 2025, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.
60
Non-controlling Interests
Net income attributable to non-controlling interests increased $8 million and $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to higher net income at our non wholly-owned CDS clearing subsidiary.
Consolidated Income Tax Provision
Consolidated income tax expense was $1.1 billion and $772 million for the nine months ended September 30, 2026 and 2025, respectively, and $286 million and $250 million for the three months ended September 30, 2026 and 2025, respectively. The change in consolidated income tax expense between periods was primarily due to higher pre-tax income in the current period.
Our effective tax rate was 24% during both the nine months ended September 30, 2026 and 2025. Our effective tax rate was 23% during both the three months ended September 30, 2026 and 2025. The effective tax rates for these comparable periods remained relatively consistent with a mix of discrete items in each period including deferred tax movements resulting from state tax law and apportionment changes, audit settlements related to prior years, and other tax adjustments.
The OECD Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028. In January 2026, the OECD released a comprehensive package of administrative guidance 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. These Pillar Two rules did not have a material impact on our financial statements as of September 30, 2026 or December 31, 2025.
Foreign Currency Exchange Rate Impact
As an international business, our financial statements are impacted by changes in foreign currency exchange rates. Our exposure to foreign denominated earnings for the nine and three months ended September 30, 2026 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):
61
| Nine Months Ended September 30, 2026 | Three Months Ended September 30, 2026 | ||||||||||||||||||||||
| Pound Sterling | Euro | Pound Sterling | Euro | ||||||||||||||||||||
| Average exchange rate to the U.S. dollar in the current year period | 1.3450 | 1.1614 | 1.3445 | 1.1508 | |||||||||||||||||||
| Average exchange rate to the U.S. dollar in the same period in the prior year | 1.3150 | 1.1186 | 1.3488 | 1.1689 | |||||||||||||||||||
| Average exchange rate increase/(decrease) | 2 | % | 4 | % | — | % | (2) | % | |||||||||||||||
| Foreign denominated percentage of: | |||||||||||||||||||||||
| Exchanges segment revenues, less transaction-based expenses | 13 | % | 14 | % | 12 | % | 13 | % | |||||||||||||||
| Fixed income and data services segment revenues | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||
| Mortgage technology segment revenues | — | % | — | % | — | % | — | % | |||||||||||||||
| Revenues, less transaction-based expenses | 9 | % | 9 | % | 8 | % | 8 | % | |||||||||||||||
| Operating expenses | 6 | % | 2 | % | 6 | % | 2 | % | |||||||||||||||
| Operating income | 10 | % | 15 | % | 10 | % | 14 | % | |||||||||||||||
Impact of the currency fluctuations(1) on: | |||||||||||||||||||||||
| Exchanges segment revenues, less transaction-based expenses | $ | 16 | $ | 32 | $ | (1) | $ | (3) | |||||||||||||||
| Fixed income and data services segment revenues | 2 | 4 | — | — | |||||||||||||||||||
| Mortgage technology segment revenues | — | — | — | — | |||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | 18 | $ | 36 | $ | (1) | $ | (3) | |||||||||||||||
| Operating expenses | 6 | 2 | — | (1) | |||||||||||||||||||
| Operating income | $ | 12 | $ | 34 | $ | (1) | $ | (2) | |||||||||||||||
(1) Represents the impact of currency fluctuation for the nine and three months ended September 30, 2026 compared to the same periods in the prior year. | |||||||||||||||||||||||
During the nine and three months ended September 30, 2026, 18% and 16%, respectively, of our consolidated revenues, less transaction-based expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 15% of our consolidated revenues, less transaction-based expenses were billed in pounds sterling or euros.
During both the nine and three months ended September 30, 2026, 8% of our operating expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 9% of our operating expenses were billed in pounds sterling or euros.
As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues and expenses denominated in foreign currencies changes accordingly.
62
Liquidity and Capital Resources
Below are charts that reflect our outstanding debt and capital allocation. The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, if any, cash paid for equity and equity method investments and acquisition-related transaction and integration costs in each period.
We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends and the development of our technology platforms. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also incur additional debt or issue additional equity securities in the future.
63
Consolidated cash and cash equivalents were $936 million and $837 million as of September 30, 2026 and December 31, 2025, respectively. We had $4.5 billion and $988 million in short-term and long-term restricted cash and cash equivalents as of September 30, 2026 and December 31, 2025, respectively. The increase in restricted cash and cash equivalents is primarily due to the net proceeds from the senior notes issued in August 2026, which are restricted for use in funding the purchase price of the MarketAxess acquisition. We had $1.1 billion and $770 million in short-term and long-term restricted investments as of September 30, 2026 and December 31, 2025, respectively. We had $113.3 billion and $76.8 billion of cash and cash equivalent margin deposits and guaranty funds as of September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026, the amount of unrestricted cash held by our non-U.S. subsidiaries was $489 million. Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings for the period from January 1, 2018 through December 31, 2022 have been subject to immediate U.S. income taxation and can be distributed to the U.S. in the future with no material additional U.S. income tax consequences. We made and intend to apply the high tax exception to Global Intangible Low-Taxed Income for 2023, 2024 and 2025, thus the majority of our foreign earnings in 2023, 2024 and 2025 are not expected to be subject to immediate U.S. income taxation. For tax years beginning after December 31, 2025, the Net CFC Tested Income regime replaces the Global Intangible Low-Taxed Income regime under provisions of the One Big Beautiful Bill Act, or OBBBA, and largely mirrors the Global Intangible Low-Taxed Income regime, including the availability of the high tax exception. We intend to apply the high tax exception to Net CFC Tested Income for 2026 and, therefore, the majority of our foreign earnings in 2026 are not expected to be subject to immediate U.S. income taxation. These foreign earnings can generally be distributed to the U.S. with no material additional U.S. income tax consequences, primarily due to the availability of dividend received deductions.
Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets. We may invest a portion of our cash in excess of short-term operating needs in investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.
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):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by/(used in): | |||||||||||
Operating activities | $ | 4,486 | $ | 3,387 | |||||||
Investing activities | (1,196) | (1,167) | |||||||||
Financing activities | 36,807 | (932) | |||||||||
Effect of exchange rate changes | (15) | 30 | |||||||||
| Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | $ | 40,082 | $ | 1,318 | |||||||
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.
The $1.1 billion increase in net cash provided by operating activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•An increase in net income of $855 million which was primarily driven by higher Exchanges segment revenues during the nine months ended September 30, 2026 and an increase in non-cash fair value gains of $417 million primarily from our Polymarket and Bakkt investments;
•An increase of $119 million in other non-cash adjustments to net income which was primarily driven by an increase in stock-based compensation due to higher performance against target and the impact of the qualifying retirement provision as well as the deferred tax impact from the fair value gain on the Polymarket investment; and
•An increase in changes in working capital accounts of $542 million primarily due to tax refunds received during 2026, the net impact of the resumption of Section 31 fees, and from timing of payments and cash receipts.
64
Investing Activities
The $29 million increase in cash used in investing activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•During the nine months ended September 30, 2026, we had net proceeds of $740 million from the maturity of invested margin deposits compared to net purchases of $827 million during the nine months ended September 30, 2025. These amounts fluctuate based on clearing house treasury investment activity related to collateral and liquidity management;
•An increase in cash paid for equity investments of $853 million primarily from our Polymarket and OKX investments;
•We had net purchases of restricted investments of $363 million during the nine months ended September 30, 2026 compared to net proceeds from the maturity of restricted investments of $219 million for the nine months ended September 30, 2025; and
•Capital expenditures and capitalized software development costs increased $139 million driven by increases in hardware and network equipment combined with increased capitalized software development costs.
Financing Activities
The $37.7 billion increase in cash provided by financing activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•The change in cash and cash equivalent margin deposits and guaranty fund liability increased $33.5 billion due to increased volatility;
•During the nine months ended September 30, 2026, we had net proceeds of $3.7 billion from the issuance of senior notes to finance the MarketAxess acquisition. During the nine months ended September 30, 2025, we repaid $1.3 billion of the senior notes that matured in May 2025;
•Cash paid for repurchases of common stock increased $708 million during the nine months ended September 30, 2026 from the comparable period in 2025; and
•Dividends paid to stockholders increased $53 million primarily due to the increase in the dividend per share in 2026 as compared to 2025.
Debt
As of September 30, 2026, we had $23.3 billion in outstanding debt, consisting of $22.3 billion of senior notes and $1.0 billion under our Commercial Paper Program. As of September 30, 2026, our senior notes of $22.3 billion have a weighted average maturity of 12 years and a weighted average cost of 3.9% per annum. As of September 30, 2026 our commercial paper notes had original maturities ranging from 1 to 28 days with a weighted average interest rate of 4.2% per annum and a weighted average remaining maturity of 20 days.
We have a $3.9 billion Credit Facility with future capacity to increase our borrowings by an additional $1.25 billion. On August 20, 2026, we amended the Credit Facility to extend the maturity date for $3.67 billion of commitments to August 20, 2031, with up to two one-year extension options, subject to the consent of the extending lenders and certain other conditions, while the remaining $230 million of commitments retain the May 31, 2029 maturity date. In connection with our pending MarketAxess acquisition, we also established a new class of $1.5 billion of revolving commitments under the Credit Facility that may be borrowed in connection with our pending MarketAxess acquisition. The total aggregate amount of revolving commitments under the Credit Facility, inclusive of the $1.5 billion that may be borrowed in connection with our pending MarketAxess acquisition, was $3.9 billion as of September 30, 2026. As of September 30, 2026, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to back-stop the amount outstanding under our Commercial Paper Program and $168 million was required to support certain broker-dealer and other subsidiary commitments. The remaining $2.8 billion is available for working capital and general corporate purposes including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.
On August 20, 2026, we issued $3.75 billion in aggregate principal amount of senior notes due 2029, 2031, 2033 and 2036, with the net proceeds intended to fund, in part, the purchase price of the pending MarketAxess acquisition. The 2033 and 2036 notes are subject to a special mandatory redemption if the acquisition is not consummated by the applicable outside date. Net proceeds from the notes are separately invested and recorded as short-term restricted cash and cash equivalents on our consolidated balance sheet as of September 30, 2026.
65
We also entered into a $2.0 billion delayed draw term loan facility, or the Term Loan, to help finance a portion of the MarketAxess acquisition and refinance certain existing MarketAxess indebtedness. No amounts had been drawn under the Term Loan as of September 30, 2026. Refer to Note 3 for further information on the acquisition.
Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.
Upon maturity of our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time. If we were not able to issue new commercial paper, we have the option of drawing on the backstop revolving facility. However, electing to do so would result in higher interest expense.
For additional details of our debt instruments, refer to Note 8 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2025 Form 10-K.
Capital Return
Stock Repurchase Program
In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time. Shares repurchased are held in treasury stock. In July 2026, our Board approved an increase in the aggregate amount authorized for repurchases under the current program to $4.0 billion, effective July 1, 2026.
We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. From time to time, we have entered, and in the future may enter, into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.
In December 2025, we entered into a new Rule 10b5-1 trading plan that became effective on January 1, 2026. During the nine and three months ended September 30, 2026, we repurchased a total of 10.5 million and 2.7 million shares at a cost of $1.6 billion and $400 million, respectively. Of these shares, during the nine and three months ended September 30, 2026, 3.7 million and 0.3 million shares were purchased on the open market at a cost of $550 million and $50 million, respectively, during an open trading period and the remainder under our 10b5-1 trading plan. During the nine and three months ended September 30, 2025, we repurchased a total of 5.1 million and 2.2 million, respectively, shares at a cost of $894 million and $398 million, respectively.
As of September 30, 2026, the remaining balance of Board approved funds for future repurchases was $3.6 billion.
Dividends
During the nine months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $1.56 and $1.44, respectively, for an aggregate payout of $884 million and $831 million, respectively, which includes the payment of dividend equivalents on vested employee restricted stock units. During the three months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $0.52 and $0.48, respectively, for an aggregate payout of $293 million and $276 million, respectively.
Future Capital Requirements
Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.
66
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 $1.1 billion in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
As of September 30, 2026, we had $3.6 billion authorized for future repurchases of our common stock. Refer to “—Capital Return" above for additional details on our stock repurchase program.
Our Board has adopted a quarterly dividend policy providing that dividends will be approved quarterly by the Board or the Audit Committee taking into account factors such as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives and our financial results and capital requirements, without a predetermined net income payout ratio. On October 29, 2026, we announced a $0.52 per share dividend for the fourth quarter of 2026 with the dividend payable on December 31, 2026 to stockholders of record as of December 16, 2026.
Other than the facilities for the ICE Clearing Houses, our Credit Facility, Commercial Paper Program, and the delayed draw Term Loan are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 8 and 12 to our consolidated financial statements included in this Quarterly Report for further discussion. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be favorable to us. See “—Debt" above.
Non-GAAP Measures
Non-GAAP Financial Measures
We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
We use these measures in communicating certain aspects of our results and performance, including in this Quarterly Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.
These financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE, and adjusted diluted earnings per share attributable to ICE common stockholders, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations or core business performance. 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:
67
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income adjustments: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
Total revenues, less transaction-based expenses | $ | 4,787 | $ | 4,047 | $ | 1,976 | $ | 1,811 | $ | 1,645 | $ | 1,569 | $ | 8,408 | $ | 7,427 | |||||||||||||||||||||||||||||||
Operating expenses | 1,154 | 1,064 | 1,188 | 1,108 | 1,600 | 1,563 | 3,942 | 3,735 | |||||||||||||||||||||||||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 49 | 48 | 109 | 113 | 555 | 594 | 713 | 755 | |||||||||||||||||||||||||||||||||||||||
| Less: Transaction and integration costs | — | — | 28 | — | 70 | 48 | 98 | 48 | |||||||||||||||||||||||||||||||||||||||
| Less/(Add): Regulatory matters | — | 4 | (10) | — | — | — | (10) | 4 | |||||||||||||||||||||||||||||||||||||||
Adjusted operating expenses | $ | 1,105 | $ | 1,012 | $ | 1,061 | $ | 995 | $ | 975 | $ | 921 | $ | 3,141 | $ | 2,928 | |||||||||||||||||||||||||||||||
| Operating income | $ | 3,633 | $ | 2,983 | $ | 788 | $ | 703 | $ | 45 | $ | 6 | $ | 4,466 | $ | 3,692 | |||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 3,682 | $ | 3,035 | $ | 915 | $ | 816 | $ | 670 | $ | 648 | $ | 5,267 | $ | 4,499 | |||||||||||||||||||||||||||||||
Operating margin | 76 | % | 74 | % | 40 | % | 39 | % | 3 | % | — | % | 53 | % | 50 | % | |||||||||||||||||||||||||||||||
Adjusted operating margin | 77 | % | 75 | % | 46 | % | 45 | % | 41 | % | 41 | % | 63 | % | 61 | % | |||||||||||||||||||||||||||||||
| Net income adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to ICE | $ | 3,311 | $ | 2,464 | |||||||||||||||||||||||||||||||||||||||||||
| Add: Amortization of acquisition-related intangibles | 713 | 755 | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Transaction and integration costs | 98 | 48 | |||||||||||||||||||||||||||||||||||||||||||||
| (Less)/Add: Regulatory matters | (10) | 4 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income from unconsolidated investees | (59) | (75) | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Fair value adjustments of equity investments | (452) | (35) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Net interest expense on pre-acquisition-related debt | 6 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Income tax effect for the above items | (77) | (180) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Deferred tax adjustments on acquisition-related intangibles | 18 | 45 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Other tax adjustments | — | (8) | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted net income attributable to ICE | $ | 3,548 | $ | 3,018 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 5.85 | $ | 4.28 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted earnings per share attributable to ICE common stockholders | $ | 6.27 | $ | 5.24 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 566 | 576 | |||||||||||||||||||||||||||||||||||||||||||||
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income adjustments: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
Total revenues, less transaction-based expenses | $ | 1,542 | $ | 1,265 | $ | 674 | $ | 618 | $ | 549 | $ | 528 | $ | 2,765 | $ | 2,411 | |||||||||||||||||||||||||||||||
Operating expenses | 390 | 357 | 429 | 374 | 536 | 506 | 1,355 | 1,237 | |||||||||||||||||||||||||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 17 | 16 | 36 | 38 | 186 | 195 | 239 | 249 | |||||||||||||||||||||||||||||||||||||||
| Less: Transaction and integration costs | — | — | 28 | — | 20 | 7 | 48 | 7 | |||||||||||||||||||||||||||||||||||||||
Adjusted operating expenses | $ | 373 | $ | 341 | $ | 365 | $ | 336 | $ | 330 | $ | 304 | $ | 1,068 | $ | 981 | |||||||||||||||||||||||||||||||
| Operating income | $ | 1,152 | $ | 908 | $ | 245 | $ | 244 | $ | 13 | $ | 22 | $ | 1,410 | $ | 1,174 | |||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 1,169 | $ | 924 | $ | 309 | $ | 282 | $ | 219 | $ | 224 | $ | 1,697 | $ | 1,430 | |||||||||||||||||||||||||||||||
Operating margin | 75 | % | 72 | % | 36 | % | 39 | % | 2 | % | 4 | % | 51 | % | 49 | % | |||||||||||||||||||||||||||||||
Adjusted operating margin | 76 | % | 73 | % | 46 | % | 45 | % | 40 | % | 42 | % | 61 | % | 59 | % | |||||||||||||||||||||||||||||||
| Net income adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to ICE | $ | 940 | $ | 816 | |||||||||||||||||||||||||||||||||||||||||||
| Add: Amortization of acquisition-related intangibles | 239 | 249 | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Transaction and integration costs | 48 | 7 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income from unconsolidated investees | (16) | (40) | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Fair value adjustments of equity investments | — | (33) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Net interest expense on pre-acquisition-related debt | 6 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Income tax effect for the above items | (72) | (50) | |||||||||||||||||||||||||||||||||||||||||||||
| (Less)/Add: Deferred tax adjustments on acquisition-related intangibles | (9) | 39 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Other tax adjustments | — | (8) | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted net income attributable to ICE | $ | 1,136 | $ | 980 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 1.67 | $ | 1.42 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted earnings per share attributable to ICE common stockholders | $ | 2.02 | $ | 1.71 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 563 | 574 | |||||||||||||||||||||||||||||||||||||||||||||
68
Amortization of acquisition-related intangibles is included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.
Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing, or termination of a transaction. However, we adjust for the acquisition-related transaction and integration costs for acquisitions such as Black Knight given the magnitude of the purchase price of the acquisition. We also adjusted for the acquisition-related transaction costs related to our pending acquisition of MarketAxess.
During the nine months ended September 30, 2026, we adjusted $10 million related to the reversal of a previously recorded regulatory matter accrual. During the nine months ended September 30, 2025 we adjusted $4 million of expense related to a regulatory matter. We do not consider events of this type to be reflective of our core business.
Our investments are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature. We adjust for our share of net income or loss related to our equity method investments, which primarily includes the OCC. During the nine months ended September 30, 2026, we also excluded $452 million of non-cash fair value gains primarily related to $389 million from the Polymarket observable price change fair value gain under the measurement alternative guidance and a $62 million unrealized fair value gain from our Bakkt investment. We believe these adjustments provide greater clarity of our performance.
During the nine and three months ended September 30, 2026, we adjusted a net $6 million expense related to pre-acquisition-related debt related to the pending MarketAxess acquisition. This adjustment consisted of $22 million of interest expense from the senior notes and term loan executed in August 2026, net of $16 million of interest income earned on the pre-acquisition debt proceeds.
Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments and deferred tax adjustments on acquisition-related intangibles. Deferred tax adjustments on acquisition-related intangibles include an $18 million and $45 million expense for the nine months ended September 30, 2026 and 2025, respectively, and a $9 million benefit and $39 million expense for the three months ended September 30, 2026 and 2025, respectively. These deferred adjustments on acquisition-related intangibles are primarily related to U.S. state apportionment changes. The $8 million other tax adjustments for the nine and three months ended September 30, 2025 are primarily due to favorable audit settlements related to previously recognized transaction gains that were excluded from non-GAAP.
Non-GAAP Liquidity Measures
We consider free cash flow and adjusted free cash flow to be non-GAAP liquidity measures that provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow and adjusted free cash flow are useful as the bases for comparing our performance to that of our competitors, and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business, as well as adjust for timing differences related to the payment of Section 31 fees. These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and may be different from non-GAAP measures used by other companies. Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 4,486 | $ | 3,387 | |||||||
| Less: Capital expenditures | (318) | (207) | |||||||||
| Less: Capitalized software development costs | (346) | (318) | |||||||||
| Free cash flow | $ | 3,822 | $ | 2,862 | |||||||
| (Less)/Add: Section 31 fees, net | (94) | 316 | |||||||||
| Adjusted free cash flow | $ | 3,728 | $ | 3,178 | |||||||
For additional information on these items, refer to our consolidated financial statements included in this Quarterly Report and “—Liquidity and Capital Resources” above.
69
Off-Balance Sheet Arrangements
As described in Note 12 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.
Contractual Obligations and Commercial Commitments
Except for the debt issued and the financing arrangements entered into in connection with our pending acquisition of MarketAxess, during the nine months ended September 30, 2026, there were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K. See “—Liquidity and Capital Resources—Debt” above and Notes 3 and 8 to our consolidated financial statements for information on the senior notes, term loan and Credit Facility amendment and the timing of the acquisition.
New and Recently Adopted Accounting Pronouncements
During the nine months ended September 30, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our 2025 Form 10-K.
Critical Accounting Policies
During the nine months ended September 30, 2026, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. There have been no material changes to the Company’s exposure to market risks from those disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Controls over Financial Reporting. There were no changes to our internal controls over financial reporting during the nine and three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
70
PART II. Other Information
ITEM 1. LEGAL PROCEEDINGS
See Note 13 to the consolidated financial statements and related notes, which is incorporated by reference herein.
ITEM 1A. RISK FACTORS
During the nine months ended September 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Stock Repurchases
The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the nine months ended September 30, 2026, reported on a settlement date basis.
Period (2026) | Total number of shares purchased (in thousands) | Average price paid per share (1) | Amount of repurchases (1) (in millions) | Total number of shares purchased as part of publicly announced plans or programs (in thousands) | Approximate dollar value of shares that may yet be purchased under the plans or programs (2)(6) (in millions) | ||||||||||||
| January 1 - January 31 | 685 | $168.90 | $115 | 685 | $2,891 | ||||||||||||
| February 1 - February 28 | 1,981 | 155.77 | 309 | 1,981 | 2,583 | ||||||||||||
| March 1 - March 31 | 794 | 160.04 | 127 | 794 | 2,456 | ||||||||||||
First quarter total(3) | 3,460 | $159.35 | $551 | 3,460 | $2,456 | ||||||||||||
| April 1 - April 30 | 746 | $160.95 | $120 | 746 | $2,336 | ||||||||||||
| May 1 - May 31 | 738 | 154.33 | 114 | 738 | 2,222 | ||||||||||||
| June 1 - June 30 | 2,929 | 142.39 | 417 | 2,929 | 1,805 | ||||||||||||
Second quarter total(4) | 4,413 | $147.52 | $651 | 4,413 | $1,805 | ||||||||||||
| July 1 - July 31 | 831 | $139.34 | $116 | 831 | $3,889 | ||||||||||||
| August 1 - August 31 | 1,063 | 154.52 | 164 | 1,063 | 3,725 | ||||||||||||
| September 1 - September 30 | 763 | 156.65 | 120 | 763 | 3,605 | ||||||||||||
Third quarter total(5) | 2,657 | $150.39 | $400 | 2,657 | $3,605 | ||||||||||||
| (1) Excludes the 1% excise tax on share repurchases. | |||||||||||||||||
| (2) Approximate dollar value that may yet be purchased is based on the trade date basis principal amount of shares repurchased and excludes commissions and the 1% excise tax on share repurchases. | |||||||||||||||||
(3) Includes 1.3 million shares purchased on the open market at a cost of $200 million and 2.2 million shares purchased under our Rule 10b5-1 trading plan at a cost of $351 million. | |||||||||||||||||
(4) Includes 2.1 million shares purchased on the open market at a cost of $300 million and 2.3 million shares purchased under our Rule 10b5-1 trading plan at a cost of $351 million. | |||||||||||||||||
(5) Includes 0.3 million shares purchased on the open market at a cost of $50 million and 2.3 million shares purchased under our Rule 10b5-1 trading plan at a cost of $350 million. | |||||||||||||||||
| (6) In July 2026, our Board approved an increase in the aggregate amount authorized for repurchases under the current program to $4.0 billion, effective July 1, 2026. | |||||||||||||||||
Refer to Note 10 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for details on our stock repurchase program.
71
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) On August 18, 2026 , Jeffrey C. Sprecher , our Chair and Chief Executive Officer , adopted a trading plan for the sale of shares of ICE common stock for himself and Continental Power Exchange, Inc., or CPEX, of which he owns 100% of the equity interests. The plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan expires on the earlier of (i) May 31, 2027 or (ii) upon the completion of the sale of the maximum number of shares under the plan. The aggregate number of shares held by Mr. Sprecher directly to be sold under the plan is 101,533 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units and time-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Sprecher's tax withholding obligations. The aggregate number of shares held by CPEX to be sold under the plan is 300,000 shares.
(b) On September 4, 2026 , Lynn C. Martin , our President, NYSE Group and Chair , ICE Fixed Income & Data Services, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan expires on the earlier of (i) July 31, 2027 or (ii) upon the completion of the sale of the maximum number of shares under the plan. The aggregate number of shares to be sold under the plan is 19,967 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units and time-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Ms. Martin's tax withholding obligations.
Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements
ITEM 6. EXHIBITS
72
73
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Intercontinental Exchange, Inc. (Registrant) | |||||||||||
Date: October 29, 2026 | By: | /s/ A. Warren Gardiner | |||||||||
| A. Warren Gardiner | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
74
EXHIBIT 31.1
CERTIFICATION
I, Jeffrey C. Sprecher, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Intercontinental Exchange, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
/s/ Jeffrey C. Sprecher | ||
| Jeffrey C. Sprecher | ||
| Chair of the Board and | ||
| Chief Executive Officer | ||
7EXHIBIT 31.2
CERTIFICATION
I, A. Warren Gardiner, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Intercontinental Exchange, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
/s/ A. Warren Gardiner | ||
| A. Warren Gardiner | ||
| Chief Financial Officer | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Intercontinental Exchange, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey C. Sprecher, Chair of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 29, 2026
/s/ Jeffrey C. Sprecher | ||
| Jeffrey C. Sprecher | ||
| Chair of the Board and | ||
| Chief Executive Officer | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Intercontinental Exchange, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. Warren Gardiner, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 29, 2026
/s/ A. Warren Gardiner | ||
| A. Warren Gardiner | ||
| Chief Financial Officer | ||