Intercontinental Exchange ICE · USD

Segment ReportingOur business is conducted through three reportable business segments:•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses;•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services, as well as global CDS clearing and multi-asset class data delivery technology; and•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.Our Chief Operating Decision Maker, or CODM, is our Chair and Chief Executive Officer. Our CODM uses operating income/(loss) to assess performance and allocate resources for each of our segments including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation. Our CODM evaluates both budgeted and actual operating income/(loss) and the related growth, when assessing performance and making decisions about allocating resources as described above. The accounting policies of the reportable segments are the same as those described in Note 2.The information and amounts presented in the tables below align with the segment-level information regularly provided to our CODM. While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our significant expense categories are other operating expenses, depreciation and amortization expense and acquisition-related transaction and integration costs.

Revenue RecognitionOur primary revenue contract classifications are described below. These categories best represent those with similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Exchanges Revenues•Futures and Options: Revenues in our futures and options trading businesses primarily represent fees charged for the performance obligations of derivatives trading and clearing. In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared.Our transaction and clearing revenues are primarily included in our Exchanges segment with the exception of our CDS and fixed income transaction and clearing revenues which are discussed below and are included in our Fixed Income and Data Services segment. Derivatives trading and clearing fees contain two performance obligations: (1) trade execution/clearing novation and (2) risk management of open interest. While we allocate the transaction price between these two performance obligations, since they generally are satisfied almost simultaneously, there is no significant deferral of revenue. Our Exchanges segment futures and options transaction and clearing revenues are reported net of rebates. Rebates were $1.6 billion, $1.3 billion and $928 million in 2025, 2024 and 2023, respectively. Transaction and clearing fees can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis. Transaction and clearing fees, as well as any volume discounts rebated to our customers, are calculated and billed monthly in accordance with our published fee schedules.•Cash Equities and Equity Options: Revenues in our cash equity and equity options markets represent trade execution fees. Cash trading and equity options contain one performance obligation related to each transaction which occurs instantaneously, and the revenue is recorded at the point in time of the transaction. We make liquidity payments to certain customers, as well as charge routing fees related to orders in our markets which are routed to other markets for execution and recognize those payments as a cost of revenue. In addition, we pay NYSE regulatory oversight fees to the SEC and collect equal amounts from our customers.

Revenue RecognitionOur primary revenue contract classifications are described below. These categories best represent those with similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Exchanges Revenues•Futures and Options: Revenues in our futures and options trading businesses primarily represent fees charged for the performance obligations of derivatives trading and clearing. In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared.Our transaction and clearing revenues are primarily included in our Exchanges segment with the exception of our CDS and fixed income transaction and clearing revenues which are discussed below and are included in our Fixed Income and Data Services segment. Derivatives trading and clearing fees contain two performance obligations: (1) trade execution/clearing novation and (2) risk management of open interest. While we allocate the transaction price between these two performance obligations, since they generally are satisfied almost simultaneously, there is no significant deferral of revenue. Our Exchanges segment futures and options transaction and clearing revenues are reported net of rebates. Rebates were $1.6 billion, $1.3 billion and $928 million in 2025, 2024 and 2023, respectively. Transaction and clearing fees can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis. Transaction and clearing fees, as well as any volume discounts rebated to our customers, are calculated and billed monthly in accordance with our published fee schedules.•Cash Equities and Equity Options: Revenues in our cash equity and equity options markets represent trade execution fees. Cash trading and equity options contain one performance obligation related to each transaction which occurs instantaneously, and the revenue is recorded at the point in time of the transaction. We make liquidity payments to certain customers, as well as charge routing fees related to orders in our markets which are routed to other markets for execution and recognize those payments as a cost of revenue. In addition, we pay NYSE regulatory oversight fees to the SEC and collect equal amounts from our customers.

Commitments and ContingenciesLegal ProceedingsIn the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable, and gain contingencies when they become certain. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters. A range of possible losses related to certain cases cannot be reasonably estimated at this time, except for $19 million of accruals related to regulatory matters, of which $4 million was recorded during 2025.PennyMac ArbitrationAs previously disclosed in our Form 10-K for the year ended December 31, 2024, the arbitration between Black Knight Servicing Technologies, LLC, an indirect, wholly-owned subsidiary of Black Knight, and PennyMac Loan Services, LLC, or PennyMac, was resolved in 2024. The arbitrator entered a Final Award in January 2024 and on February 14, 2024, PennyMac paid Black Knight $160 million in satisfaction of the final award (inclusive of applicable interest). We recognized a $160 million gain related to this matter in 2024. Please refer back to our 2024 Form 10-K for more information on this matter.

DebtThe carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):As of December 31,20252024Short-term debt:Commercial Paper$1,035 $529 2025 Senior Notes (3.65% unsecured due May 23, 2025)— 1,249 2025 Senior Notes (3.75% senior notes due December 1, 2025)— 1,249 Total short-term debt1,035 3,027 Long-term debt:2027 Senior Notes (4.00% senior notes due September 15, 2027)1,495 1,492 2027 Senior Notes (3.10% senior notes due September 15, 2027)499 498 2028 Senior Notes (3.625% senior notes due September 1, 2028)954 937 2028 Senior Notes (3.75% senior notes due September 21, 2028)597 596 2028 Senior Notes (3.95% unsecured due December 1, 2028)594 — 2029 Senior Notes (4.35% senior notes due June 15, 2029)1,245 1,243 2030 Senior Notes (2.10% senior notes due June 15, 2030)1,242 1,240 2031 Senior Notes (4.20% unsecured due March 15, 2031)640 — 2031 Senior Notes (5.25% senior notes due June 15, 2031)745 743 2032 Senior Notes (1.85% senior notes due September 15, 2032)1,489 1,488 2033 Senior Notes (4.60% senior notes due March 15, 2033)1,491 1,490 2040 Senior Notes (2.65% senior notes due September 15, 2040)1,234 1,233 2048 Senior Notes (4.25% senior notes due September 21, 2048)1,234 1,233 2050 Senior Notes (3.00% senior notes due June 15, 2050)1,224 1,223 2052 Senior Notes (4.95% senior notes due June 15, 2052)1,468 1,467 2060 Senior Notes (3.00% senior notes due September 15, 2060)1,473 1,473 2062 Senior Notes (5.20% senior notes due June 15, 2062)985 985 Total long-term debt18,609 17,341 Total debt$19,644 $20,368 Credit Facilities•Credit Facility: We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. On May 31, 2024, we agreed with the lenders to extend the maturity date of the Credit Facility from May 25, 2027, to May 31, 2029, among other items. We incurred new debt issuance costs of $4 million in 2024 relating to the Credit Facility which increased unamortized deferred debt issuance costs carried forward from previous Credit Facility extensions, and these costs are represented in the consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

Income TaxesIncome before income taxes and the income tax provision consisted of the following (in millions):Year Ended December 31,202520242023Income before income taxesDomestic$1,746 $1,291 $1,016 Foreign2,600 2,337 1,878 Total$4,346 $3,628 $2,894 Income tax provisionCurrent tax expense:Federal$185 $212 $287 State39 158 27 Foreign670 598 471 Total$894 $968 $785 Deferred tax expense/(benefit):Federal$30 $(47)$(124)State63 (86)(197)Foreign(11)(9)(8)Total$82 $(142)$(329)Total income tax expense$976 $826 $456 We adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, on a prospective basis beginning with the year ended December 31, 2025. A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate for the year ended December 31, 2025 is presented accordingly as follows (dollar amounts in millions):Year Ended December 31, 2025AmountPercentStatutory federal income tax rate$913 21 %State and local income taxes, net of federal benefit119 3 Effect of cross border tax laws:Foreign-derived intangible income(58)(1)Other(3)— Tax credits(24)(1)Changes in valuation allowance(19)(1)Nontaxable or nondeductible items— — Other reconciling items(6)— Unrecognized tax benefits(61)(1)Foreign tax effects:United Kingdom:Statutory tax rate difference95 2 Other1 — Other jurisdictions19 — Total provision for income taxes$976 22 %The following table reconciles the U.S. federal statutory income tax rate to our effective income tax rates for the years ended December 31, 2024 and 2023 based on the required disclosure prior to our adoption of ASU 2023-09:Year Ended December 31,20242023Statutory federal income tax rate21 %21 %State and local income taxes, net of federal benefit3 2 Foreign tax rate differential3 2 Current year tax benefit from foreign derived intangible income(2)(2)Unrecognized tax benefits— (1)State apportionment changes(1)(6)Federal research tax credits(1)(1)Other— 1 Total provision for income taxes23 %16 %The states and local jurisdictions that contribute to the majority (greater than 50%) of the state tax effects in 2025 are Florida and New York State. The jurisdictions accounting for 5% or more of the total cash paid for income taxes for the year ended December 31, 2025 of $1.1 billion, include U.S. Federal $300 million, U.S. States $74 million, U.K. $615 million, and Other Foreign $79 million.

Share-Based CompensationThe non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units and under our employee stock purchase plan were as follows (in millions):Year ended December 31, 202520242023Classified as compensation and benefits expenses:Stock options and RSUs$223 $214 $201 ESPP15 14 13 Capitalized as software development costs(26)(21)(18)Total$212 $207 $196 Classified as acquisition-related transaction and integration costs26 24 61 Total non-cash compensation expense$238 $231 $257 As of December 31, 2025, we had 34.9 million shares in total under various equity plans available for future issuance as stock option and restricted stock units.Stock OptionsWe have historically granted stock options with an exercise price equal to the fair value of our common stock on the grant date. We may grant, under provisions of the plans, both incentive stock options and nonqualified stock options. The options generally vest over three years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment. The shares of common stock issued under our stock option plans are made available from authorized and unissued common stock or treasury shares.Compensation expense arising from option grants is recognized ratably over the vesting period based on the grant date fair value, net of estimated forfeitures.The following is a summary of our stock option activity:Number ofOptions(in thousands)WeightedAverage Exercise Price per OptionOutstanding at January 1, 20232,787 $76.38 Granted280 107.66 Exercised(508)58.05 Forfeited(20)114.19 Outstanding at December 31, 20232,539 $83.20 Granted212 135.46 Exercised(561)61.21 Outstanding at December 31, 20242,190 $93.90 Granted— — Exercised(387)67.49 Outstanding at December 31, 20251,803 $99.59 Details of stock options outstanding as of December 31, 2025 are as follows:Number ofOptions(in thousands)WeightedAverage Exercise PriceWeightedAverage Remaining Contractual Life (Years)Aggregate Intrinsic Value (In millions)Vested or expected to vest1,803$99.594.8$123Exercisable1,571$95.894.

LeasesWe have lease agreements for office space and data center facilities. All of our leases are classified as operating leases, and we do not have any significant leases classified as finance leases.As of December 31, 2025, the weighted-average remaining lease term was 11.5 years and the weighted average discount rate was 5.8%. As of December 31, 2024, the weighted-average remaining lease term was 9.4 years and the weighted average discount rate was 5.9%.We recognized $46 million, $62 million and $58 million of rent expense for office space as rent and occupancy expense in 2025, 2024, and 2023, respectively, and $31 million, $27 million and $32 million for data center facilities as technology and communication expense in 2025, 2024, and 2023, respectively, within our consolidated income statements. We do not have any significant variable lease costs.Our lease assets are included within property, plant and equipment and our lease liabilities are included in current and noncurrent liabilities within our consolidated balance sheets.