Intercontinental Exchange, Inc. (ICE)

CIK: 0001571949. SIC: 6200 Security & Commodity Brokers, Dealers, Exchanges & Services. Latest 10-K as of: 2026-02-05.

SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6200 Security & Commodity Brokers, Dealers, Exchanges & Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1571949. Latest filing source: 0001571949-26-000004.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001571949.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-05. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons. See the factors set forth under the heading “Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 6, 2025.

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. The majority of our identifiable assets are located in the U.S. and U.K. We report our results in the following three 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.

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•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

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 2025, we have seen increased trading across a number of our products, such as energy, interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates 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, the Middle East and surrounding regions and Venezuela.

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

Tax Policy Changes

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

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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/(loss) from our Mortgage Technology segment was $14 million, $(170) million and $(276) million in 2025, 2024 and 2023, 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 numbers are not calculated in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. See “—Non-GAAP Measures” below.

48

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2024

2023

Change

Revenues, less transaction-based expenses

$

9,931 

$

9,279 

7 

%

$

9,279 

$

7,988 

16 

%

Recurring revenues(1)

$

5,056 

$

4,829 

5 

%

$

4,829 

$

4,138 

17 

%

Transaction revenues, net(1)

$

4,875 

$

4,450 

10 

%

$

4,450 

$

3,850 

16 

%

Operating expenses

$

5,002 

$

4,970 

1 

%

$

4,970 

$

4,294 

16 

%

Adjusted operating expenses(2)

$

3,939 

$

3,810 

3 

%

$

3,810 

$

3,260 

17 

%

Operating income

$

4,929 

$

4,309 

14 

%

$

4,309 

$

3,694 

17 

%

Adjusted operating income(2)

$

5,992 

$

5,469 

10 

%

$

5,469 

$

4,728 

16 

%

Operating margin

50 

 %

46 

 %

4 pts

46 

 %

46 

 %

— 

Adjusted operating margin(2)

60 

 %

59 

 %

1 pt

59 

 %

59 

 %

— 

Other income/(expense), net

$

(583)

$

(681)

(14)

%

$

(681)

$

(800)

(15)

%

Income tax expense

$

976 

$

826 

18 

%

$

826 

$

456 

81 

%

Effective tax rate

22 

%

23 

%

(1 pt)

23 

%

16 

%

7 pts

Net income attributable to ICE

$

3,315 

$

2,754 

20 

%

$

2,754 

$

2,368 

16 

%

Adjusted net income attributable to ICE(2)

$

3,993 

$

3,497 

14 

%

$

3,497 

$

3,177 

10 

%

Diluted earnings per share attributable to ICE common stockholders

$

5.77 

$

4.78 

21 

%

$

4.78 

$

4.19 

14 

%

Adjusted diluted earnings per share attributable to ICE common stockholders(2)

$

6.95 

$

6.07 

14 

%

$

6.07 

$

5.62 

8 

%

Cash flows from operating activities

$

4,662 

$

4,609 

1 

%

$

4,609 

$

3,542 

30 

%

Free cash flow(3)

$

3,871 

$

3,857 

— 

$

3,857 

$

3,053 

26 

%

Adjusted free cash flow(3)

$

4,187 

$

3,620 

16 

%

$

3,620 

$

3,197 

13 

%

(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 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 $652 million in 2025 from 2024. The increase in revenues includes $54 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2025 as compared to 2024.

•Revenues, less transaction-based expenses, increased $1.3 billion in 2024 from 2023. The increase in revenues includes $18 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2024 as compared to 2023.

•Operating expenses increased $32 million in 2025 from 2024. The increase in operating expenses includes $14 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2025 as compared to 2024.

•Operating expenses increased $676 million in 2024 from 2023. The increase in operating expenses includes $8 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2024 as compared to 2023.

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

•Other income/(expense), net, in 2024 primarily includes interest income of $141 million, interest expense of $910 million, our equity earnings in OCC of $25 million, estimated equity losses in our investment in Bakkt of $83

49

million, a gain of $160 million related to the PennyMac arbitration final award payment, a gain of $6 million related to the sale of certain fixed assets and FX remeasurement losses of $15 million.

Business Environment and Market Trends

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.

Recent changes with regard to global financial reform have emphasized the importance of transparent markets, centralized clearing and access to data, all of which are important aspects of our product offering. However, some of the proposed rules have yet to be implemented and some rules that have already been partially implemented are being reconsidered, have been stayed or are subject to challenges in court. In addition, some of the global regulations have not been fully harmonized and several non-U.S. regulations are inconsistent with U.S. rules. As the evolution continues, legislative and regulatory actions may change the way we conduct our business and may create uncertainty for market participants, which could affect trading volumes or demand for market data. As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will have on us. As discussed more fully in Item 1 “- Business - Regulation” included in this Annual Report, Brexit, MiFID II and other regulations have resulted in operational, regulatory and/or business risk.

We have diversified our business so that we are not dependent on volatility or transaction activity in any one asset class. In addition, we have increased our portion of recurring revenues from 34% in 2014 to 51% in 2025. These recurring revenues include data services, listings and various mortgage technology solutions.

Many of the data products we sell and services we provide are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels. We anticipate that there will continue to be growth in the financial information services sector driven by a number of global trends, including the following:

•increasing or evolving global regulatory demands;

•greater use of fair value accounting standards and reliance on independent valuations;

•greater emphasis on risk management;

•market fragmentation driven by regulatory changes;

•the move to passive investing and indexation;

•ongoing growth in the size and diversity of financial markets;

•increased automation of fixed income, mortgage and other less automated markets;

•the development of new data products;

•greater use of emerging technologies, including artificial intelligence and machine learning;

50

•the demand for greater data capacity and connectivity;

•new entrants; and

•increasing demand for outsourced services by financial institutions.

We continue to focus on our strategy to grow each of our revenue streams, and prudently manage expenses, in order to mitigate these uncertainties and to build on our growth opportunities by leveraging our proprietary data, clearing, markets and technology solutions.

Segment Results

Our business is conducted through three reportable business segments: Exchanges, Fixed Income and Data Services and Mortgage Technology. Segments are discussed more in detail in "Item 1- Business". 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.

For details on trends in recent prior-year periods, refer to our 2024 and 2023 Annual Reports on Form 10-K.

Exchanges Segment

The following presents selected statements of income data for our Exchanges segment (dollars in millions):

51

(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 Measures” below.

Year Ended December 31,

Year Ended December 31,

2025

2024

Change*

2024

2023

Change*

Revenues:

Energy futures and options

$

2,182 

$

1,876 

16 

%

$

1,876 

$

1,498 

25 

%

Agricultural and metals futures and options

233 

257 

(10)

257 

271 

(5)

Financial futures and options

608 

559 

9 

559 

460 

22 

Futures and options

3,023 

2,692 

12 

2,692 

2,229 

21 

Cash equities and equity options

3,176 

2,913 

9 

2,913 

2,298 

27 

OTC and other

395 

400 

(1)

400 

398 

— 

Transaction and clearing, net

6,594 

6,005 

10 

6,005 

4,925 

22 

Data and connectivity services

1,031 

947 

9 

947 

933 

2 

Listings

495 

489 

1 

489 

497 

(2)

Revenues

8,120 

7,441 

9 

7,441 

6,355 

17 

Transaction-based expenses(1)

2,709 

2,482 

9 

2,482 

1,915 

30 

Revenues, less transaction-based expenses

5,411 

4,959 

9 

4,959 

4,440 

12 

Other operating expenses

1,172 

1,063 

10 

1,063 

1,033 

3 

Depreciation and amortization

255 

260 

(2)

260 

248 

5 

Acquisition-related transaction and integration costs

2 

— 

n/a

— 

— 

n/a

Operating expenses

1,429 

1,323 

8 

1,323 

1,281 

3 

Operating income

$

3,982 

$

3,636 

10 

%

$

3,636 

$

3,159 

15 

%

Recurring revenues

$

1,526 

$

1,436 

6 

%

$

1,436 

$

1,430 

— 

%

Transaction revenues, net

$

3,885 

$

3,523 

10 

%

$

3,523 

$

3,010 

17 

%

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

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

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.

52

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 ETFs, and related corporate actions for listed companies.

In 2025 and 2024, 24% and 23%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $45 million in 2025 from 2024.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.6 billion and $1.3 billion in 2025 and 2024, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates is primarily due to higher volumes traded in certain asset classes as compared to 2024.

•Energy Futures and Options: Total volume in our energy futures and options markets increased 14% and revenues increased 16% in 2025 from 2024.

–Oil futures and options volume increased 12% in 2025 from 2024, in part, due to global geopolitical risk and uncertainty regarding oil supply and demand dynamics.

–Global natural gas futures and options volume increased 18% in 2025 from 2024. The increase in North American gas volumes was driven by heightened market volatility stemming from geopolitical tensions, while continued expansion in our TTF complex reflected ongoing supply-disruption risks and broader geopolitical uncertainty.

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

•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets decreased 9% and revenues decreased 10% in 2025 from 2024.

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

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

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

–Interest rate futures and options volume increased 18% and revenue increased 12% in 2025 from 2024 driven by elevated volatility stemming from diverging central bank rate paths and ongoing uncertainty surrounding U.S. and global trade policies.

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity indices, decreased 5% and revenue increased 1% in 2025 from 2024 primarily due to lower equity market volatility compared to the prior year.

•Cash Equities and Equity Options: Cash equities volume increased 40% in 2025 from 2024 due to higher industry volumes driven by heightened geopolitical risks and increased retail participation. Cash equities revenues, net of transaction-based expenses, were $313 million and $307 million in 2025 and 2024, respectively. The increase was primarily due to higher industry volumes partially offset by lower overall matched market share and lower capture rate.

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

•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.

53

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

•Data and Connectivity Services: Our data and connectivity services revenues increased 9% in 2025 from 2024. 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 1% in 2025 from 2024, primarily due to new listings. All listings fees are billed upfront and the identified performance obligations are satisfied over time.

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):

Volume and Rate per Contract

54

Year Ended

December 31,

Year Ended

December 31,

2025

2024

Change

2024

2023

Change

Number of contracts traded (in millions):

Energy futures and options

1,256 

1,099 

14 

%

1,099 

883 

25 

%

 Agricultural and metals futures and options

106 

116 

(9)

%

116 

118 

(2)

%

Financial futures and options

983 

851 

16 

%

851 

646 

32 

%

Total

2,345 

2,066 

13 

%

2,066 

1,647 

26 

%

Average daily volume of contracts traded (in thousands):

Energy futures and options

5,003 

4,361 

15 

%

4,361 

3,530 

24 

%

Agricultural and metals futures and options

423 

462 

(8)

%

462 

474 

(3)

%

Financial futures and options

3,835 

3,309 

16 

%

3,309 

2,532 

31 

%

Total

9,261 

8,132 

14 

%

8,132 

6,536 

24 

%

Rate per contract:

Energy futures and options

$

1.74 

$

1.71 

2 

%

$

1.71 

$

1.70 

1 

%

Agricultural and metals futures and options

$

2.19 

$

2.21 

(1)

%

$

2.21 

$

2.29 

(3)

%

Financial futures and options

$

0.61 

$

0.65 

(6)

%

$

0.65 

$

0.70 

(8)

%

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 year-end open interest for our futures and options contracts (in thousands, except for percentages):

As of December 31,

As of December 31,

2025

2024

Change

2024

2023

Change

Open interest — in thousands of contracts:

 Energy futures and options

62,776 

58,973 

6 

%

58,973 

51,556 

14 

%

Agricultural and metals futures and options

3,470 

3,503 

(1)

%

3,503 

4,855 

(28)

%

Financial futures and options

36,406 

24,987 

46 

%

24,987 

22,380 

12 

%

Total

102,652 

87,463 

17 

%

87,463 

78,791 

11 

%

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:

55

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2024

2023

Change

NYSE cash equities (shares in millions):

Total cash handled volume (ADV)

3,401 

2,436 

40 

%

2,436 

2,231 

9 

%

Total cash market share matched

19.0 

%

19.7 

%

(0.7 pts)

19.7 

%

19.9 

%

(0.2 pts)

NYSE equity options (contracts in thousands):

NYSE equity options volume (ADV)

10,556 

9,375 

13 

%

9,375 

7,900 

19 

%

Total equity options volume (ADV)

55,798 

44,360 

26 

%

44,360 

40,369 

10 

%

NYSE share of total equity options

18.9 

%

21.1 

%

(2.2 pts)

21.1 

%

19.6 

%

1.5 pts

Revenue capture or rate per contract:

Cash equities rate per contract (per 100 shares)

$0.037

$0.050

(26)

%

$0.050

$0.048

4 

%

Equity options rate per contract

$0.06

$0.05

11 

%

$0.05

$0.06

(10)

%

Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity 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, ETFs and crossing session activity 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 $412 million and $679 million in 2025 and 2024, respectively. The decrease in Section 31 fees was primarily due to lower rates, partially offset by an increase in volumes. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required.

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

56

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 transaction and clearing fee revenue. Cash liquidity payments, routing and clearing fees were $2.3 billion and $1.8 billion in 2025 and 2024, respectively.

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.

Exchanges Segment:

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2024

2023

Change

Operating expenses

$

1,429 

$

1,323 

8 

%

$

1,323 

$

1,281 

3 

%

Adjusted operating expenses(1)

$

1,361 

$

1,240 

10 

%

$

1,240 

$

1,199 

3 

%

Operating income

$

3,982 

$

3,636 

10 

%

$

3,636 

$

3,159 

15 

%

Adjusted operating income(1)

$

4,050 

$

3,719 

9 

%

$

3,719 

$

3,241 

15 

%

Operating margin

74 

 %

73 

 %

1 pt

73 

 %

71 

 %

2 pts

Adjusted operating margin(1)

75 

 %

75 

 %

— 

75 

 %

73 

 %

2 pts

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

57

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 Measures” below.

58

Year Ended December 31,

Year Ended December 31,

2025

2024

Change*

2024

2023

Change*

Revenues:

Fixed income execution

$

125 

$

117 

8 

%

$

117 

$

124 

(6)

%

CDS clearing

338 

343 

(1)

343 

360 

(5)

Fixed income data and analytics

1,234 

1,177 

5 

1,177 

1,118 

5 

Fixed income and credit

1,697 

1,637 

4 

1,637 

1,602 

2 

Data and network technology

722 

661 

9 

661 

629 

5 

Revenues

2,419 

2,298 

5 

2,298 

2,231 

3 

Other operating expenses

1,140 

1,129 

1 

1,129 

1,079 

5 

Depreciation and amortization

344 

326 

5 

326 

341 

(4)

Acquisition-related transaction and integration costs

2 

— 

n/a

— 

— 

n/a

Operating expenses

1,486 

1,455 

2 

1,455 

1,420 

2 

Operating income

$

933 

$

843 

11 

%

$

843 

$

811 

4 

%

Recurring revenues

$

1,956 

$

1,838 

6 

%

$

1,838 

$

1,747 

5 

%

Transaction revenues

$

463 

$

460 

1 

%

$

460 

$

484 

(5)

%

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

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

In 2025, we changed the caption of a disaggregated revenue line item in our Fixed Income and Data Services segment previously presented as "other data and network services" to "data and network technology" within the table above. This name change was made to better reflect the nature of these revenues and did not impact the measurement or classification of revenue included in this classification.

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

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 5% in 2025 from 2024 primarily due to strength in our fixed income data and analytics products and our data and network technology.

•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $8 million and $7 million in 2025 and 2024, respectively. Our fixed income execution revenues increased 8% in 2025 from 2024 driven by market volatility related to geopolitical and macroeconomic uncertainty, network expansion and continued expansion of platform functionality across institutional and wealth networks.

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

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 5% in 2025 from 2024 primarily due to growth in our pricing and reference data business driven by demand and strength in our index business driven by AUM growth.

•Data and Network Technology: Our data and network technology revenues increased 9% in 2025 from 2024 primarily driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds, desktop and derivative analytics revenues. The increased demand for data and capacity is due to our continued strategic investments in our data center infrastructure.

Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which include fixed income data and analytics as well as data and network technology, subscribed for the succeeding 12 months. ASV does not include new sales, contract terminations or price changes that may occur during that 12-month period. However, while it is

59

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 December 31, 2025, ASV was $1.990 billion, which increased 8.3% compared to the ASV as of December 31, 2024. 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:

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2024

2023

Change

Operating expenses

$

1,486 

$

1,455 

2 

%

$

1,455 

$

1,420 

2 

%

Adjusted operating expenses(1)

$

1,336 

$

1,272 

5 

%

$

1,272 

$

1,252 

2 

%

Operating income

$

933 

$

843 

11 

%

$

843 

$

811 

4 

%

Adjusted operating income(1)

$

1,083 

$

1,026 

6 

%

$

1,026 

$

979 

5 

%

Operating margin

39 

 %

37 

 %

2 pts

37 

 %

36 

 %

1 pt

Adjusted operating margin(1)

45 

 %

45 

 %

— 

45 

 %

44 

 %

1 pt

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

60

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 Measures” below.

61

Year Ended December 31,

Year Ended December 31,

2025

2024

Change*

2024

2023

Change

Revenues:

Origination technology

$

738 

713 

4 

%

713 

694 

3 

%

Closing solutions

223 

202 

10 

202 

179 

13 

Servicing software

871 

848 

3 

848 

288 

194 

Data and analytics

269 

259 

4 

259 

156 

66 

Revenues

2,101 

2,022 

4 

2,022 

1,317 

54 

Other operating expenses

1,060 

1,137 

(7)

1,137 

698 

63 

Depreciation and amortization

961 

951 

1 

951 

626 

52 

Acquisition-related transaction and integration costs

66 

104 

(36)

104 

269 

(61)

Operating expenses

2,087 

2,192 

(5)

2,192 

1,593 

38 

Operating income/(loss)

$

14 

$

(170)

n/a

$

(170)

$

(276)

(38)

%

Recurring revenues

$

1,574 

$

1,555 

1 

%

$

1,555 

$

961 

62 

%

Transaction revenues

$

527 

$

467 

13 

%

$

467 

$

356 

31 

%

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

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 4% in 2025 from 2024 primarily due to higher origination volumes, contractual price increases, new client implementations and higher default transactions.

•Origination technology: Our origination technology revenues increased 4% in 2025 from 2024 driven by origination volumes impacting Encompass and Encompass Network revenues, partially offset by client attrition. Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription, as well as professional services.

In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year. Revenue from the ICE Mortgage Technology network is largely transaction-based.

•Closing solutions: Our closing solutions revenues increased 10% in 2025 from 2024 primarily driven by higher industry volume impacting MERS and Simplifile. Our closing solutions connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the closing and recording process. Closing solutions also include revenues from our MERS database, which provides a system of record for recording and tracking changes, servicing rights and beneficial ownership interests in loans secured by U.S. residential real estate. Revenues from closing solutions are largely transaction-based and are based on the volume of loans closed.

•Servicing software: Our servicing software revenues increased 3% in 2025 from 2024 driven by MSP new client implementations, contractual price increases, renewal expansions and default management revenues, primarily driven by higher foreclosure transactions and loss mitigation revenue. Our servicing software revenues include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance. Our servicing solutions support first lien mortgages, home equity loans and lines of credit on a single platform to manage all servicing processes, including loan setup and maintenance, escrow administration, investor reporting, and regulatory requirements. We also provide solutions that provide consumers with access to customized, timely

62

information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention. Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle. Revenues from servicing solutions are largely subscription-based and recurring in nature based on number of loans serviced.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and facilitating more efficient loss mitigation processes. We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time. Revenues from default servicing solutions are largely transaction-based and are based on foreclosure volume.

•Data and analytics: Our Data and Analytics revenues increased 4% in 2025 from 2024 driven by continued adoption of data solutions and increased purchases by existing customers. Data and Analytics revenues include those related to ICE Mortgage Technology's Data & Document Automation and Mortgage Analyzer solutions, or Analyzer, which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities. Analyzer revenues can be both recurring and transaction-based in nature. In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S. residential mortgage market, as well as credit and prepayment models, custom and proprietary analytics, valuation, and MLS solutions. We also provide de-identified mortgage origination data for lenders and industry participants to access industry data and origination information. Revenues related to our data products are largely subscription-based and recurring in nature. The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads. Revenues related to our data products are largely subscription-based and recurring in nature.

Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals.

Operating Expenses, Operating Income/(Loss) and Operating Margin

The following chart summarizes our Mortgage Technology segment's operating expenses, operating income/(loss) 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:

Year Ended December 31,

Year Ended December 31,

2025

2024

Change*

2024

2023

Change

Operating expenses

$

2,087 

$

2,192 

(5)

%

$

2,192 

$

1,593 

38 

%

Adjusted operating expenses(1)

$

1,242 

$

1,298 

(4)

%

$

1,298 

$

809 

60 

%

Operating income/(loss)

$

14 

$

(170)

n/a

$

(170)

$

(276)

(38)

%

Adjusted operating income(1)

$

859 

$

724 

18 

%

$

724 

$

508 

43 

%

Operating margin

1 

 %

(8)

 %

9 pts

(8)

 %

(21)

 %

13 pts

Adjusted operating margin(1)

41 

 %

36 

 %

5 pts

36 

 %

39 

 %

(3 pts)

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

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

63

Consolidated Operating Expenses

The following presents our consolidated operating expenses (dollars in millions):

Year Ended

December 31,

Year Ended

December 31,

2025

2024

Change

2024

2023

Change

Compensation and benefits

$

1,963 

$

1,909 

3 

%

$

1,909 

$

1,595 

20 

%

Professional services

158 

154

2 

154 

123 

25 

Acquisition-related transaction and integration costs

70 

104

(33)

104 

269 

(61)

Technology and communication

870 

848

3 

848 

734 

16 

Rent and occupancy

88 

111

(21)

111 

92 

21 

Selling, general and administrative

293 

307

(5)

307 

266 

15 

Depreciation and amortization

1,560 

1,537

2 

1,537 

1,215 

27 

Total operating expenses

$

5,002 

$

4,970 

1 

%

$

4,970 

$

4,294 

16 

%

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 from year-to-year based on the type and level of our acquisitions, integration of acquisitions, and other investments.

In 2025 and 2024, 9% and 8%, respectively, 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 $14 million higher in 2025 than in 2024. See Item 7(A) “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information.

64

Compensation and Benefits Expenses

Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer taxes. The bonus and 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:

Year Ended December 31,

2025

2024

Change

Employee headcount

12,844 

12,920 

(1)

%

Employee headcount slightly decreased in 2025 from 2024 due to headcount reductions in conjunction with realizing synergies from the Black Knight acquisition. Compensation and benefits expense increased $54 million in 2025 from 2024 primarily due to the impact of merit-related pay increases, increased medical claim activity, and an increase in our bonus accrual, 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 increased $4 million in 2025 from 2024 primarily due to higher general legal expenses on certain corporate matters offset by a decrease in NYSE regulatory consulting fees.

Acquisition-Related Transaction and Integration Costs

In 2025 and 2024, we incurred $70 million and $104 million, respectively, in acquisition-related transaction and integration costs primarily due to integration expenses related to Black Knight.

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 wholly-owned and leased 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 communications expense also includes fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communications 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 communications expenses increased by $22 million in 2025 from 2024, primarily due to increases in hosting, security and customer network costs combined with an increase in our revenue share license expense. This was partially offset by a decrease in data services costs.

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 decreased $23 million in 2025 from 2024, primarily due to duplicate rent during the consolidation of, and exit from, certain of our London and New York leased offices in 2024.

65

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 decreased $14 million in 2025 from 2024, primarily due to a decrease in credit loss expense and one-time charges in 2024 including a net $10 million expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024 net of insurance proceeds and $15 million of regulatory matter accruals. This was partially offset by a regulatory accrual in 2025 of $4 million and increases in travel costs, marketing and customer acquisition costs at NYSE.

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 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 and 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 $994 million and $1.0 billion in 2025 and 2024, respectively. The decrease was primarily related to certain intangibles from our Ellie Mae acquisition becoming fully amortized during the year.

We recorded depreciation expenses on our fixed assets of $566 million and $525 million in 2025 and 2024, respectively. The increase in 2025 over 2024 was primarily due to increases in internally developed software assets and network equipment.

Consolidated Non-Operating Income/(Expense)

Income and expenses incurred through activities outside of our core operations are considered non-operating. The following tables present our non-operating income/(expenses) (dollars in millions):

Year Ended

December 31,

Year Ended

December 31,

2025

2024

Change

2024

2023

Change*

Other income/(expense):

Interest income

$

119 

$

141 

(16)

%

$

141 

$

319 

(56)

%

Interest expense

(803)

(910)

(12)

(910)

(808)

13 

Other income/(expense), net

101 

88 

15 

88 

(311)

n/a

Total other income/(expense), net

$

(583)

$

(681)

(14)

%

$

(681)

$

(800)

(15)

%

Net income attributable to non-controlling interests

$

(55)

$

(48)

14 

%

$

(48)

$

(70)

(31)

%

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

Interest Income

Interest income decreased in 2025 from 2024 primarily due to lower interest rates.

•Our clearinghouses earned interest income of $80 million and $93 million in 2025 and 2024, respectively. The decrease was primarily due to lower interest rates.

•In 2024, we invested $500 million of the net proceeds from the senior notes issued in May 2024 in short term investments which we used to repay a portion of the aggregate principal amount of the 2025 Notes at maturity in May 2025. We earned $10 million in interest income on those investments in 2025 compared to $18 million in 2024.

•The remainder of our interest income primarily relates to interest earned on various unrestricted and restricted cash balances held within our group entities.

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Interest Expense

Interest expense decreased in 2025 from 2024 primarily due to decreased borrowings as we continued to pay down debt following the Black Knight acquisition.

•Interest expense incurred on our senior notes in 2025 and 2024 was $749 million and $763 million, respectively. The decrease was primarily due to the reduction in the amount of outstanding senior notes in the current year.

•Interest expense incurred on borrowings under our Commercial Paper program in 2025 and 2024 was $39 million and $94 million, respectively. The decrease was primarily due to lower outstanding commercial paper borrowings in the current year.

•We previously had a term loan that we fully repaid in the second quarter of 2024, therefore, we did not incur any interest expense on the term loan during 2025. We incurred $39 million of interest expense under our term loan obligations in 2024.

•The remainder primarily relates to the interest incurred on maintaining our Credit Facility and other facilities within our group entities.

Other Income/(Expense), net

Equity and Equity Method Investments

Our equity method investments include OCC and Bakkt, among others. We recognized income of $79 million and losses of $62 million during 2025 and 2024, respectively, of our share of estimated equity method investment income and losses, net. The estimated income during 2025 is primarily related to our share of net income of OCC. The estimated losses during 2024 are primarily related to our investment in Bakkt, partially offset by the estimated income related to our investment in OCC.

In 2025, we recorded a net gain of $19 million related to the tax receivable agreement settlement from the Bakkt reorganization and other share activity.

For our equity investments that do not have readily determinable fair values, in 2025 we recorded $36 million of fair value gains on our investments related to identifying observable price changes in our investments and equity investments measured using the net asset value per share, or NAV, practical expedient. In 2024, we recorded a net $1 million fair value loss for our equity investments that do not have readily determinable fair values.

Legal & regulatory

In 2024, we recorded a gain of $160 million related to the Penny Mac arbitration final award payment.

Other

In 2024, we recorded a $6 million gain on a sale of property and equipment.

We incurred foreign currency transaction losses of $18 million and $15 million in 2025 and 2024, respectively. This was 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. See Item 7A “- Quantitative and Qualitative Disclosures About Market Risk -Foreign Currency Exchange Rate Risk” included elsewhere in this Annual Report for more information on these items.

We recognized the other components of net benefit cost of our defined benefit plans in the income statement as non-operating income. The combined net periodic impact of these plans was a $15 million expense and a $1 million expense in 2025 and 2024, 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 outside stockholders’ interests are shown as non-controlling interests. As of December 31, 2025, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

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

Consolidated Income Tax Provision

Our consolidated income tax expense was $976 million and $826 million in 2025 and 2024, respectively. The increase in our consolidated income tax expense between years is primarily due to higher pre-tax income.

Our effective tax rate was 22% and 23% in 2025 and 2024, respectively.

Generally, our effective tax rate tends to be higher than the U.S. statutory federal income tax rate due to state and local income taxes and higher tax rates in the U.K., our most material non-U.S. jurisdiction, partially offset by benefits from foreign-derived intangible income and tax credits. Discrete events in each year can change the general trend in either direction such as federal, state and international tax law changes, movements in unrecognized tax benefits, and tax impacts from significant acquisitions, dispositions, and other business changes.

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

See Note 13 to our consolidated financial statements and related notes, which are included in this Annual Report, for additional information on these tax items.

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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 year.

(1)    2023 acquisition and integration costs, net of divestitures, excludes $187 million of proceeds from the sale of our Dun & Bradstreet investment.

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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. See “- Future Capital Requirements” below.

See “- Cash Flow” below for a discussion of our capital expenditures and capitalized software development costs.

Consolidated cash and cash equivalents were $837 million and $844 million as of December 31, 2025 and 2024, respectively. We had $1.0 billion and $1.5 billion in short-term and long-term restricted cash and cash equivalents as of December 31, 2025 and 2024, respectively. We had $770 million and $596 million in short-term and long-term restricted investments as of December 31, 2025 and 2024, respectively. We had $76.8 billion and $82.1 billion of cash and cash equivalent margin deposits and guaranty funds as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the amount of unrestricted cash held by our non-U.S. subsidiaries was $368 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 in 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. 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, and restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds (in millions):

Year Ended December 31,

2025

2024

2023

Net cash provided by/(used in):

Operating activities

$

4,662 

$

4,609 

$

3,542 

Investing activities

(4,249)

(921)

(8,797)

Financing activities

(6,334)

79 

(64,345)

Effect of exchange rate changes

32 

(14)

7 

Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

$

(5,889)

$

3,753 

$

(69,593)

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, and the effects of changes in working capital.

The $53 million increase in net cash provided by operating activities during the year ended December 31, 2025 from the comparable period in 2024 was primarily driven by the following:

•An increase in net income of $568 million which was primarily driven by higher Exchange segment revenue partially offset by the $160 million gain related to the PennyMac arbitration final award payment received during 2024;

•An increase in non-cash adjustments to net income of $52 million primarily due to the deferred tax expense incurred during 2025 from the application of the OBBBA tax provisions compared to the deferred tax benefit incurred during 2024 and an increase in depreciation and amortization. This was partially offset by our share of

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net income from our equity method investees during 2025 compared to our share of net losses primarily driven by Bakkt in 2024 and an increase in non-cash fair value gains of our equity investments; and

•A decrease in changes in working capital accounts of $567 million primarily due to timing of payments and cash receipts and the impact of the SEC announcing in May 2025 that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement.

Investing Activities

The $3.3 billion increase in cash used in investing activities during the year ended December 31, 2025 from the comparable period in 2024 was primarily driven by the following:

•In 2025, we had net purchases of $2.3 billion from the invested margin deposit activity compared to net purchases of $294 million during 2024. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management;

•In 2025, we had cash paid for equity and equity method investments of $1.0 billion primarily driven by our investment in Polymarket. In 2024, we paid $29 million for equity investments;

•In 2025, we had net purchases of restricted investments of $169 million compared to net proceeds of $103 million in 2024. These amounts also fluctuate based on treasury investment activity related to securing our cash restricted for regulatory requirements or our skin in the game contributions;

•Proceeds of $75 million that we received from the sale of the Promissory Note during 2024;

•Capital expenditures and capitalized software development costs increased $39 million driven by increased capitalized software development costs; and

•A decrease in cash paid for acquisitions, net of cash acquired, of $19 million.

Financing Activities

The $6.4 billion change in financing cash flows from cash used in financing activities in 2024 to cash provided by financing activities in 2025 was primarily driven by the following:

•The change in cash and cash equivalent margin deposits and guaranty fund liability decreased $6.6 billion;

•In 2025, we resumed share repurchases and repurchased $1.3 billion of shares with cash during the calendar year;

•In 2025, we had net repayments of senior notes of $1.3 billion, primarily due to the repayment of senior notes that matured in May and December of 2025 for a total of $2.5 billion, partially offset by the issuance of new senior notes due 2028 and 2031 for $1.2 billion. In 2024, we had net repayments of debt of $861 million primarily due to the repayment of a term loan of $1.6 billion, partially offset by the issuance of new senior notes due 2031 for $750 million;

•In 2025, we had net drawdowns of commercial paper of $506 million as compared to net redemptions of $1.4 billion in 2024. The reduction in 2024 was due to the paydown of commercial paper following the Black Knight acquisition in 2023. The increase in 2025 was primarily due to funding the Polymarket investment; and

•Dividends paid to stockholders increased $66 million primarily due to the increase in the dividend per share in 2025 as compared to 2024.

Debt

As of December 31, 2025, we had $19.6 billion in outstanding debt, consisting of $18.6 billion of senior notes and $1 billion under our Commercial Paper Program. As of December 31, 2025, our senior notes of $18.6 billion had a weighted average maturity of 14 years and a weighted average cost of 3.7% per annum. As of December 31, 2025, our Commercial Paper notes outstanding had original maturities ranging from 2 to 28 days with a weighted average interest rate of 4.0% per annum, and a weighted average remaining maturity of 22 days.

As of December 31, 2024, we had $20.4 billion in outstanding debt, consisting of $19.8 billion of senior notes and $529 million under our Commercial Paper Program. As of December 31, 2024, our senior notes of $19.8 billion had a weighted

71

average maturity of 13 years and a weighted average cost of 3.7% per annum. As of December 31, 2024, our Commercial Paper notes outstanding had original maturities ranging from 6 to 20 days with a weighted average interest rate of 4.6% per annum, and a weighted average remaining maturity of 14 days.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029. As of December 31, 2025, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to backstop the amount outstanding under the Commercial Paper Program and $168 million was required to support certain broker-dealer and other subsidiary commitments. Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.7 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.

We previously had a $2.4 billion two-year Term Loan that we entered into on May 25, 2022. The proceeds from borrowings under the Term Loan were used to fund a portion of the purchase price for the Black Knight acquisition. During the second quarter of 2024, we fully repaid our outstanding obligations under the Term Loan and debt issuance costs incurred related to the Term Loan were fully amortized at the time of repayment.

Senior Notes Activity

On May 13, 2024, we issued $750 million in aggregate principal amount of 5.25% senior notes due 2031. We used $500 million of the net proceeds from the offering to repay a portion of the aggregate principal amount of the senior notes that matured in May 2025, or the 2025 Notes. The net proceeds used to repay the 2025 Notes were invested and recorded as short-term restricted investments in our consolidated balance sheet as of December 31, 2024. We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the senior unsecured delayed draw term loan facility, or the Term Loan.

On June 5, 2024, we completed a private offer to exchange the $1 billion aggregate principal amount of the outstanding 3.625% senior notes due 2028 issued by Black Knight InfoServ, LLC, or the Black Knight Notes, for new senior notes issued by ICE. As a result of the settlement of the private exchange offer, approximately $998 million in aggregate principal amount of outstanding Black Knight Notes were cancelled, and ICE issued approximately $998 million in aggregate principal amount of new senior notes, or the ICE Original Exchange Notes, with the same interest payment, maturity dates and interest rate as the Black Knight Notes.

On September 10, 2024, we completed a registered exchange offer in which virtually all previously outstanding ICE Original Exchange Notes were exchanged for identical new senior notes that were registered under the Securities Act of 1933, or the ICE Registered Exchange Notes, and thereby became freely transferable, subject to certain restrictions applicable to affiliates and broker dealers.

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

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

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

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

Commercial Paper Program

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 10 to our consolidated financial statements, included in this Annual Report.

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Capital Return

In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. The $3.0 billion replaced the previous $3.2 billion approved by the Board in December 2021 of which $1.2 billion remained outstanding as of December 31, 2025. 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.

We did not have any share repurchases in 2023 and 2024. In February 2025, we entered into a new Rule 10b5-1 trading plan that became effective on February 21, 2025. During 2025, we repurchased 7.7 million shares of our outstanding common stock at a cost of $1.3 billion.

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

During 2025, we paid cash dividends of $1.92 per share of our common stock in the aggregate, including quarterly dividends of $0.48 per share, for an aggregate payout of $1.1 billion, which includes the payment of dividend equivalents on unvested employee restricted stock units. Refer to Note 12 to our consolidated financial statements included in this Annual Report, for details on the amounts of our quarterly dividend payouts for the last three years.

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.

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 ranging in the aggregate between $740 million and $790 million in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

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. Refer to Note 12 to our consolidated financial statements, included in this Annual Report, 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 February 5, 2026, we announced a $0.52 per share dividend for the first quarter of 2026 payable on March 31, 2026 to stockholders of record as of March 17, 2026.

In conjunction with our investment in Polymarket, we have the potential to purchase up to an additional $1.0 billion of shares from Polymarket employees and investors, subject to certain conditions.

Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 10 and 14 to our consolidated financial statements included in this Annual 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

73

financing or transactions will be favorable to us. See “-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.

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 Annual 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 Annual 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 and 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:

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Exchanges Segment

Fixed Income and Data Services Segment

Mortgage Technology

Segment

Consolidated

Year Ended December 31,

Operating income adjustments:

2025

2024

2023

2025

2024

2023

2025

2024

2023

2025

2024

2023

Total revenues, less transaction-based expenses

$

5,411 

$

4,959 

$

4,440 

$

2,419 

$

2,298 

$

2,231 

$

2,101 

$

2,022 

$

1,317 

$

9,931 

$

9,279 

$

7,988 

Operating expenses

1,429 

1,323 

1,281 

1,486 

1,455 

1,420 

2,087 

2,192 

1,593 

5,002 

4,970 

4,294 

Less: Amortization of acquisition-related intangibles

64 

67 

65 

150 

152 

168 

779 

792 

515 

993 

1,011 

748 

Less: Transaction and integration costs

— 

— 

— 

— 

— 

— 

66 

102 

269 

66 

102 

269 

Less: Regulatory matters

4 

5 

11 

— 

10 

— 

— 

— 

— 

4 

15 

11 

Less: Other

— 

11 

6 

— 

21 

— 

— 

— 

— 

— 

32 

6 

Adjusted operating expenses

$

1,361 

$

1,240 

$

1,199 

$

1,336 

$

1,272 

$

1,252 

$

1,242 

$

1,298 

$

809 

$

3,939 

$

3,810 

$

3,260 

Operating income/(loss)

$

3,982 

$

3,636 

$

3,159 

$

933 

$

843 

$

811 

$

14 

$

(170)

$

(276)

$

4,929 

$

4,309 

$

3,694 

Adjusted operating income

$

4,050 

$

3,719 

$

3,241 

$

1,083 

$

1,026 

$

979 

$

859 

$

724 

$

508 

$

5,992 

$

5,469 

$

4,728 

Operating margin

74 

%

73 

%

71 

%

39 

%

37 

%

36 

%

1 

%

(8)

%

(21)

%

50 

%

46 

%

46 

%

Adjusted operating margin

75 

%

75 

%

73 

%

45 

%

45 

%

44 

%

41 

%

36 

%

39 

%

60 

%

59 

%

59 

%

Net income adjustments:

Net income attributable to ICE

$

3,315 

$

2,754 

$

2,368 

Add: Amortization of acquisition-related intangibles

993 

1,011 

748 

Add: Transaction and integration costs

66 

102 

269 

Add/(Less): Litigation and regulatory matters

4 

(145)

11 

(Less)/Add: Net (income)/loss from unconsolidated investees

(79)

62 

122 

(Less)/Add: Fair value adjustments of equity investments

(55)

1 

3 

Less: Net interest income on pre-acquisition-related debt

— 

— 

(12)

Add: Other

15 

26 

182 

Less: Net income tax effect for the above items

(268)

(268)

(309)

Add/(Less): Deferred tax adjustments on acquisition-related intangibles

38 

(43)

(126)

Less: Other tax adjustments

(36)

(3)

(79)

Adjusted net income attributable to ICE

$

3,993 

$

3,497 

$

3,177 

Diluted earnings per share attributable to ICE common stockholders

$

5.77 

$

4.78 

$

4.19 

Adjusted diluted earnings per share attributable to ICE common stockholders

$

6.95 

$

6.07 

$

5.62 

Diluted weighted average common shares outstanding

575 

576 

565 

Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results. In 2024 and 2023, amortization of acquisition-related intangibles includes a $3 million impairment charge related to developed technology within our Exchanges Segment and a $7 million impairment charge related to a trademark intangible within our Mortgage Technology Segment, respectively.

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 and Ellie Mae given the magnitude of the $11.8 and $11.4 billion, respectively, purchase prices of the acquisitions.

Litigation and regulatory matters include the following as we do not consider events of this type to be reflective of our core business:

•In 2025, a $4 million accrual related to a regulatory matter;

•In 2024, a $160 million gain related to the PennyMac arbitration award resolution and payment received. Separately in 2024, regulatory accruals of $15 million; and

•In 2023, an accrual related to a regulatory settlement of $11 million.

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 include OCC and Bakkt. The following non-GAAP adjustments are reported in the table above related to fair value and other adjustments of our equity investments:

•In 2025, we recorded $36 million of fair value gains on our investments related to identifying observable price changes in our investments and equity investments measured using the NAV practical expedient. Also, in 2025, we recorded a net gain of $19 million related to the tax receivable agreement settlement from the Bakkt reorganization and other share activity.

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•In 2024, we excluded a net $1 million fair value loss on our equity investments without readily determinable fair values; and

•In 2023, we excluded the realized loss of $3 million related to our sale of the Dun & Bradstreet investment, net of dividends.

We adjust for certain items related to our debt. Certain debt activities, such as the early termination of notes, pre-acquisition interest and expense and accelerated amortization of debt costs 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. The following non-GAAP adjustment is reported in the table above related to our debt:

•In 2023, we excluded $12 million of net interest income on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition. This consisted of $170 million of interest income earned on investments from the pre-acquisition debt proceeds net of $158 million of interest expense on pre-acquisition-related debt.

Other adjustments not considered to be a part of our core business operations include:

•In 2025, a one-time cumulative actuarial adjustment of $15 million to our NYSE Other Post Employment Benefit plan.

•In 2024, duplicate rent expense of $22 million related to our new London and New York leased office space. We took possession of the new London and New York leases during the 2023 and 2024, respectively. Both the London and New York office transitions were completed in 2024. We view these duplicate non-cash rent expenses during the transitions to be incremental, non-recurring, and not related to our normal operations;

•In 2024, a net $10 million expense for valid claims made following an equity trading issue at NYSE in June 2024. This includes $30 million of expense related to these claims, net of $20 million in insurance proceeds received;

•In 2024, a $6 million gain related to the sale of certain of our property and equipment;

•In 2023, a fair value loss of $160 million related to the Black Knight Promissory Note;

•In 2023, a $6 million expense for claims made following a NYSE system outage that occurred in January 2023; and

•In 2023, an impairment related to our CAT loan receivable of $16 million. The CAT was approved by the SEC in 2016 to improve regulators’ ability to monitor trading activity.

Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments, deferred tax adjustments on acquisition-related intangibles and other tax adjustments. Deferred tax adjustments on acquisition-related intangibles include the impact of tax law changes and apportionment updates resulting in a deferred tax expense of $38 million, a deferred tax benefit of $43 million and a deferred tax benefit of $126 million in 2025, 2024 and 2023, respectively.

The $36 million other tax adjustments in 2025 include $28 million of tax benefits from statutes of limitations expirations for certain pre-acquisition periods and $8 million benefits from favorable audit settlements related to previously recognized transaction gains that were excluded from non-GAAP.

The $3 million other tax adjustments in 2024 were primarily related to pre-acquisition tax matters, including releases of historical unrecognized tax benefits due to statutes of limitations expirations, mostly offset by valuation allowances of certain deferred tax assets that are not realizable in the foreseeable future.

The $79 million other tax adjustments in 2023 were primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment charges in prior years.

For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “- Recent Developments,” “- Consolidated Operating Expenses”, “- Consolidated Non-Operating Income/(Expense)” and “-Consolidated Income Tax Provision” above.

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 with our competitors and demonstrate 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

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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):

Year Ended December 31,

2025

2024

2023

Net cash provided by operating activities

$

4,662 

$

4,609 

$

3,542 

Less: Capital expenditures

(373)

(406)

(190)

Less: Capitalized software development costs

(418)

(346)

(299)

Free cash flow

$

3,871 

$

3,857 

$

3,053 

Add/(Less): Section 31 fees, net

316 

(237)

144 

Adjusted free cash flow

$

4,187 

$

3,620 

$

3,197 

For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “—Consolidated Operating Expenses” above.

Off-Balance Sheet Arrangements

As described in Note 14 to our consolidated financial statements, which are included elsewhere in this Annual 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

We intend to fund our contractual obligations and commercial commitments from existing cash and cash flow from operations. As of December 31, 2025, our primary cash requirements include the following contractual and other obligations.

As of December 31, 2025, we had $19.6 billion in outstanding debt, including $1.0 billion of short-term debt. Our outstanding debt consists of $18.6 billion of fixed rate senior notes and $1.0 billion in commercial paper.

Our operating leases primarily relate to our leased office space and data center facilities, and as of December 31, 2025, we had fixed lease payment obligations of $965 million, with $71 million payable within one year.

We have other purchase obligations to purchase various goods and services that we believe are enforceable and legally binding.

In addition, we have $81.2 billion in cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin. Clearing members of our clearing houses are required to deposit original margin and variation margin and to make deposits to a guaranty fund. The cash and cash equivalent deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheets as current assets with corresponding current liabilities to the clearing members that deposited them. ICE NGX administers the physical delivery of energy trading contracts. It has an equal and offsetting claim to and from its respective participants on opposite sides of the physically-settled contract, each of which is reflected as a delivery contract receivable with an offsetting delivery contract payable. See Note 14 to our consolidated financial statements included in this Annual Report for additional information on our clearing houses and the margin deposits, guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin.

We also have unrecognized tax benefits, or UTBs. As of December 31, 2025, our cumulative UTBs were $206 million, and accrued interest and penalties related to UTBs were $42 million. We are under examination by various tax authorities. We are unable to make a reasonable estimate of the periods of cash settlement because it is not possible to reasonably predict the amount of tax, interest and penalties, if any, that might be assessed by a tax authority or the timing of an assessment or payment. It is also not possible to reasonably predict whether or not the applicable statutes of limitations might expire without us being examined by any particular tax authority. See Note 13 to our consolidated financial statements for additional information on our UTBs.

As of December 31, 2025, we, through NYSE, have net obligations of $65 million related to our pension and other benefit programs. The date of payment under these net obligations cannot be determined. See Note 17 to our consolidated financial statements for additional information on our pension and other benefit programs.

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New and Recently Adopted Accounting Pronouncements

Refer to Note 2 to our consolidated financial statements included in this Annual Report for information on the new and recently adopted accounting pronouncements that are applicable to us.

Critical Accounting Estimates

We have identified the estimates and policies below as critical to our business operations and the understanding of our results of operations. The impact of, and any associated risks related to, these policies on our business operations is discussed throughout “- Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For a detailed discussion on the application of these and other accounting policies, see Note 2 to our consolidated financial statements included in this Annual Report.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period.

We base our estimates and judgments on our historical experience and other factors that we believe to be reasonable under the circumstances when we make these estimates and judgments and re-evaluate them on a periodic basis. Based on these factors, we make estimates and judgments about, among other things, the carrying values of assets and liabilities that are not readily apparent from market prices or other independent sources and about the recognition and characterization of our revenues and expenses. The values and results based on these estimates and judgments could differ significantly under different assumptions or conditions and could change materially in the future.

We believe that the following critical accounting estimates and policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and could materially increase or decrease our reported results, assets and liabilities.

Business Combinations

We account for business combinations using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with our acquisitions are recorded at their estimated fair values. We recognize specifically identifiable intangibles if the intangible is either contractual or separable, and we estimate the useful life of the intangible asset based on the estimated period over which the asset is expected to contribute directly or indirectly to future cash flows. Goodwill represents the excess of the purchase price of an acquired company over the fair value of its identifiable net assets, including identified intangible assets. Our determination of fair value requires us to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, forecasted future cash flows, revenue and margin growth rates, customer attrition rates and discount rates that are unobservable and require judgment. The resulting fair value calculations and estimates on assigning useful lives affect our future amortization expense, as acquired finite-lived intangible assets are amortized over their useful lives, whereas any indefinite lived intangible assets, including goodwill, are not amortized.

At the acquisition date, a preliminary allocation of the purchase price is recorded based upon a preliminary valuation performed with the assistance of a third-party valuation specialist. We continue to review and assess our estimates, assumptions and valuation methodologies during the measurement period provided by GAAP, which ends as soon as we receive the information about facts and circumstances that existed as of the acquisition date or we learn that more information is not obtainable, which usually does not exceed one year from the date of acquisition. Accordingly, these estimates and assumptions are subject to change, which could have a material impact on our consolidated financial statements. Estimation uncertainty may exist due to the sensitivity of the respective fair value to underlying assumptions about the future performance of an acquired business in our discounted cash flow models.

There were no material business combinations individually or in aggregate in 2025 and 2024 subject to the critical accounting estimates described above. In 2023, we acquired Black Knight which is described in Note 3 to our consolidated financial statements. The measurement period for the Black Knight business combination ended in 2024.

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Goodwill and Other Intangible Assets Impairment Assessment

Goodwill

Our goodwill is evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired. We test our goodwill for impairment at the reporting unit level, and we have identified four reporting units. Our reporting units identified for our goodwill testing are the NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology reporting units.

For our goodwill impairment testing, we have elected to bypass the qualitative assessment and apply the quantitative approach. The current year goodwill impairment test was performed with the assistance of a third-party valuation specialist.

Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, and determination of the fair value of each reporting unit. We determined the fair value of our reporting units based on an equally weighted income and market approach. For the discounted cash flow income approach, estimates and assumptions include revenue and expense growth rates used to calculate projected future cash flows, cost of capital assumptions, and long term growth rates, among others. For the guideline public company market approach, estimates and assumptions include the determination of comparable public companies for each reporting unit and the selection and weighting of market multiples. These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the determination of fair value and/or impairment.

As a result of our goodwill impairment tests, we did not record any impairments in 2025, 2024 or 2023.

Indefinite-lived Intangible Assets

Our indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired. For our testing of indefinite-lived intangible assets, we apply qualitative and quantitative approaches. For the indefinite-lived intangible assets subject to the quantitative approach, we utilize an income approach to estimate the fair value of the intangible. Estimates and assumptions include determining the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. For the indefinite-lived intangible assets subject to the qualitative approach, we assess all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the intangible including both internal and external factors.

As a result of our indefinite-lived intangible asset impairment tests, we did not record any impairments in 2025, 2024 or 2023.

Finite-lived Intangible Assets

We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable. If impairment indicators are present, then an estimate of undiscounted future cash flows produced by these long-lived assets is compared to the carrying value of those assets to determine if the asset is recoverable. If an asset is not recoverable, the loss is measured as the difference between fair value and carrying value of the impaired asset. Fair value of these assets is based on various valuation techniques, including discounted cash flow analysis, which are assessed and conducted in accordance with our internal impairment analysis policies. Other than impairments in 2024 and 2023 of developed technology and certain trademark intangible assets, respectively, we did not record any additional impairments in 2025, 2024 or 2023 as a result of our finite-lived impairment asset testing.

Equity Investments Without Readily Determinable Fair Values

We hold certain material investments in privately held companies in the form of equity securities without readily determinable fair values and in which we do not have a controlling interest or significant influence. Investments in equity securities without readily determinable fair values are initially recorded at cost and are subsequently adjusted to fair value for impairments and price changes from observable transactions in the same or a similar security from the same issuer.

We assess our investment portfolio quarterly for impairment and to identify observable price changes. Investments in privately held equity securities are valued using significant unobservable inputs or data in inactive markets. This valuation requires judgment due to the absence of market prices and inherent lack of liquidity. In determining the estimated fair value of our investments in privately held companies, we utilize the most recent data available including observed

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transactions such as equity financing transactions of the investees and sales of the existing shares of the investees’ securities. The determination of whether an observed transaction is similar to the equity securities held by us requires significant management judgment based on the rights and preferences of the securities.

The impairment analysis for investments in equity securities includes a qualitative analysis of factors including the investee’s financial performance, industry and market conditions, and other relevant factors. If an equity investment is considered to be impaired, we will establish a new carrying value for the investment and recognize an impairment in our consolidated statements of income.

Income Taxes

We are subject to income taxes in the U.S., U.K. and other foreign jurisdictions where we operate. The determination of our provision for income taxes and related accruals, deferred tax assets and liabilities requires the use of significant judgment, estimates, and the interpretation and application of complex tax laws. We recognize a current tax liability or tax asset for the estimated taxes payable or refundable on tax returns for the current year. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of our assets and liabilities. We establish valuation allowances if we believe that it is more likely than not that some or all of our deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using current enacted tax rates in effect for the years in which those temporary differences and carryforwards are expected to reverse.

The Financial Accounting Standards Board, or FASB, Staff has provided additional guidance to address the accounting for the effects of the provisions related to the taxation of Global Intangible Low-Taxed Income noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse in future years or to include the tax expense in the year it is incurred. We have made a policy election to recognize such taxes as current period expenses when incurred.

We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. We recognize accrued interest and penalties related to uncertain income tax positions as income tax expense in the consolidated statements of income.

We operate within multiple domestic and foreign taxing jurisdictions and are subject to audit in these jurisdictions by domestic and foreign tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions taken and the allocation of income among various tax jurisdictions. We record accruals for the estimated outcomes of these audits, and the accruals may change in the future due to new developments in each matter. At any point in time, many tax years are subject to or in the process of being audited by various taxing authorities. To the extent our estimates of settlements change or the final tax outcome of these matters is different from the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. Our income tax expense includes changes in our estimated liability for exposures associated with our various tax filing positions. Determining the income tax expense for these potential assessments requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits.

We believe the judgments and estimates discussed above are reasonable. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

ITEM 7 (A).    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.

Interest Rate Risk

We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness. As of December 31, 2025 and 2024, our cash and cash equivalents and short-term and long-term restricted cash and cash

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equivalents and investments were $2.6 billion and $3.0 billion, respectively. We do not use our investment portfolio for trading or other speculative purposes. A hypothetical 100 basis points decrease in short-term interest rates would decrease our annual interest income by $28 million as of December 31, 2025, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents and investments.

As of December 31, 2025, we had $19.6 billion in outstanding debt, consisting of $18.6 billion of unsecured senior notes and $1.0 billion in commercial paper. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Debt," and Note 10 to our consolidated financial statements included in this Annual Report.

The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. The weighted average interest rate on notes outstanding under our Commercial Paper Program was 4.0% and 4.6% as of December 31, 2025 and December 31, 2024, respectively. The effective interest rate of issuances under our Commercial Paper Program will continue to fluctuate based on the movement in short-term interest rates along with shifts in supply and demand within the commercial paper market.

Foreign Currency Exchange Rate Risk

As an international business, we are subject to foreign currency exchange rate risk. We may experience gains or losses from foreign currency transactions in the future given that a significant part of our assets and liabilities are recorded in pounds sterling, Canadian dollars or euros, and a significant portion of our revenues and expenses are recorded in pounds sterling or euros. Certain assets, liabilities, revenues and expenses of foreign subsidiaries are denominated in the local functional currency of such subsidiaries. Our exposure to foreign denominated earnings in 2025 and 2024 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):

Year Ended December 31, 2025

Year Ended December 31, 2024

Pound Sterling

Euro

Pound Sterling

Euro

Average exchange rate to the U.S. dollar in the current year

$

1.3187 

$

1.1299 

$

1.2781 

$

1.0820 

Average exchange rate to the U.S. dollar in the prior year

$

1.2781 

$

1.0820 

$

1.2438 

$

1.0817 

Average exchange rate increase/(decrease)

3 

%

4 

%

3 

%

0 

%

Foreign denominated percentage of:

Exchanges segment revenues, less transaction based expenses

11 

%

13 

%

11 

%

12 

%

Fixed income and data services segment revenue

5 

5 

6 

5 

Mortgage technology segment revenues

— 

— 

— 

— 

Revenues, less transaction-based expenses

7 

%

8 

%

7 

%

8 

%

Operating expenses

7 

%

2 

%

6 

%

2 

%

Operating income

8 

%

15 

%

8 

%

15 

%

Impact of the currency fluctuations(1) on:

Exchanges segment revenues, less transaction based expenses

$

17 

$

28 

$

15 

$

— 

Fixed income and data services segment revenue

4 

5 

3 

— 

Mortgage technology segment revenues

— 

— 

— 

— 

Revenues, less transaction-based expenses

$

21 

$

33 

$

18 

$

— 

Operating expenses

$

11 

$

3 

$

8 

$

— 

Operating income

$

10 

$

30 

$

10 

$

— 

(1)    Represents the impact of currency fluctuation for the year compared to the same period in the prior year.

We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros. In both 2025 and 2024, 15% of our consolidated revenues, less transaction-based expenses, were denominated in pounds sterling or euros, and in 2025 and 2024, 9% and 8%, respectively, of our consolidated operating expenses were denominated 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.

Foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables occurs through our operations, which are received in or paid in pounds sterling, Canadian dollars, or euros, due to the increase or decrease in the foreign currency exchange rates between periods. We incurred foreign currency transaction losses of $18 million and $15 million in 2025 and 2024, respectively, inclusive of the impact of foreign currency hedging transactions. The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. A 10% adverse change in the underlying foreign currency exchange rates as of

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December 31, 2025, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $14 million.

We entered into foreign currency hedging transactions during 2025 and 2024 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure. Although we may enter into additional hedging transactions in the future, these hedging arrangements may not be effective, particularly in the event of imprecise forecasts of the levels of our non-U.S. denominated assets and liabilities.

We have foreign currency translation risk equal to our net investment in our foreign subsidiaries. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses included in the cumulative translation adjustment account, a component of equity. Our exposure to the net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):

As of December 31, 2025

Position in 

pounds sterling

Position in 

Canadian dollars

Position in euros

Assets

£

734 

$

2,828 

€

199 

of which goodwill represents

498 

383 

92 

Liabilities

143 

2,374 

32 

Net currency position

£

591 

$

454 

€

167 

Net currency position, in $USD

$

797 

$

331 

$

197 

Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates

$

80 

$

33 

$

20 

Foreign currency translation adjustments are included as a component of accumulated other comprehensive income/(loss) within our balance sheet. See the table below for the portion of equity attributable to foreign currency translation adjustments as well as the activity by year included within our statement of other comprehensive income. The impact of the foreign currency exchange rate differences in the table below were primarily driven by fluctuations of the pound sterling as compared to the U.S. dollar which were 1.3474, 1.2514 and 1.2732 as of December 31, 2025, 2024, and 2023, respectively.

Changes in Accumulated Other Comprehensive Income/ (Loss) from Foreign Currency Translation Adjustments (in millions)

Balance, as of January 1, 2023

$

(278)

Net current period other comprehensive income

48 

Balance, as of December 31, 2023

(230)

Net current period other comprehensive loss

(55)

Balance, as of December 31, 2024

(285)

Net current period other comprehensive income

99 

Balance, as of December 31, 2025

$

(186)

Credit Risk

We are exposed to credit risk in our operations in the event of a counterparty default. We limit our exposure to credit risk by rigorously selecting the counterparties with which we make our investments, monitoring them on an ongoing basis and executing agreements to protect our interests.

Clearing House Cash Deposit Risks

The ICE Clearing Houses hold material amounts of clearing member margin deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $81.2 billion as of December 31, 2025. While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these

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deposits. As the ICE Clearing Houses may pass on interest revenues (minus costs) to the clearing members, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated:

•Credit Risk: When a clearing house has the ability to hold cash collateral at a central bank, the clearing house utilizes its access to the central bank system to minimize credit risk exposures. Credit risk is managed by using exposure limits depending on the credit profile of the counterparty as well as the nature and maturity of transactions. Our investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. We seek to substantially mitigate the credit risk associated with investments by placing them with governments, well-capitalized financial institutions and other creditworthy counterparties.

An ongoing review is performed to evaluate changes in the financial status of counterparties. In addition to the intrinsic creditworthiness of counterparties, our policies require diversification of counterparties (banks, financial institutions, bond issuers and funds) so as to avoid a concentration of risk.

•Liquidity Risk: Liquidity risk is the risk a clearing house may not be able to meet its payment obligations in the right currency, in the right place and at the right time. To mitigate this risk, the clearing houses monitor liquidity requirements closely and maintain funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearing house to such funds and assets. For example, holding funds with a central bank where possible or making only short term investments such as overnight reverse repurchase agreements serves to reduce liquidity risks.

•Interest Rate Risk: Interest rate risk is the risk that interest rates rise and cause the value of securities we hold or invest in to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale might be made at a loss relative to the carrying value. Our clearing houses seek to manage this risk by making short term investments. For example, where possible and in accordance with regulatory requirements, the clearing houses invest cash pursuant to overnight reverse repurchase agreements or term reverse repurchase agreements with short dated maturities. In addition, the clearing house investment guidelines allow for direct purchases of high-quality sovereign debt (for example, U.S. Treasury securities) and supranational debt instruments (Euro cash deposits only) with short dated maturities.

•Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on the payment when the security matures or debt is serviced. This risk is mitigated by limiting allowable investments under the reverse repurchase agreements to high-quality sovereign or government agency debt and limiting any direct investments to high-quality sovereign debt instruments.

•Investment Counterparty Risk: Investment counterparty risk is the risk that a reverse repurchase agreement counterparty might become insolvent and, thus, fail to meet its obligations to our clearing houses. We mitigate this risk by only engaging in transactions with high credit quality counterparties and by limiting the acceptable collateral to securities of high-quality issuers. When engaging in reverse repurchase agreements, our clearing houses take delivery of the securities underlying the reverse repurchase arrangement in custody accounts under clearing house control. Additionally, the securities purchased subject to reverse repurchase have a market value greater than the reverse repurchase amount. Thus, in the event that a reverse repurchase counterparty defaults on its obligation to repurchase the underlying reverse repurchase securities, our clearing house will have possession of a security with a value potentially greater than the counterparty’s obligation.

The ICE Clearing Houses may use third-party investment advisors who make investments subject to the guidelines provided by each clearing house. Clearing house property is held in custody accounts under clearing house control with credit worthy custodians. The ICE Clearing Houses employ (or may employ) multiple investment advisors and custodians to ensure that in the event a single advisor or custodian is unable to fulfill its role, additional advisors or custodians are available as alternatives.

•Cross-Currency Margin Deposit Risk: Each of the ICE Clearing Houses may permit posting of cross-currency collateral to satisfy margin requirements (for example, accepting margin deposits denominated in U.S. dollars to secure a Euro margin obligation). The ICE Clearing Houses mitigate the risk of a currency value exposure by applying a “haircut” to the currency posted as margin at a level viewed as sufficient to provide financial protection during periods of currency volatility. Cross-currency balances are marked-to-market on a daily basis. Should the currency posted to satisfy margin requirements decline in value, the clearing member is required to increase its margin deposit on a same-day basis.

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Impact of Inflation

We have not been materially adversely affected by inflation as technological advances and competition have generally caused prices for the hardware and software that we use for our electronic platforms to remain constant. In the event of continued or increased inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.

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