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ICEIntercontinental Exchange

Financials · Exchanges & Brokers · NYSE

Intercontinental Exchange, Inc. is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. 10-K, Item 1

Employees
12,844
Headquarters
Atlanta, GA
Next results
around Feb 4, 2027
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12 paragraphs in Risk Factors of the 10-K filed Feb 5, 2026 with nothing like them in the 10-K filed Feb 6, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

During 2025, macroeconomic conditions, including changes in the interest rate environment, inflation, and increased market volatility, as well as changes in government policies implemented by new political administrations in the United States and in many other non-U.S. jurisdictions abroad, alongside other geopolitical events, such as the conflicts in Ukraine and the Middle East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued economic and political uncertainty and volatility in global markets. Those factors resulted in a dynamic operating environment and impacted our operations and results. We expect that these impacts may continue in 2026. Moderately higher inflation levels returned in 2025, closely aligned with the imposition of tariffs. In 2025, many of the new political administrations, such as new governments in the U.S. and U.K., adopted domestic growth agendas and implemented new policies aimed at addressing escalating costs of living. Continued inflation resulted in central banks across multiple jurisdictions exercising caution in implementing interest rate reductions. For example, U.S. interest rates were held steady during the first half of the year, with only modest reductions in the second half. In 2026, if inflation and the cost of living continue to increase, central banks may continue to be hesitant to reduce interest rates, which could continue having an adverse effect on revenues for certain portions of our business.

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We announced on February 3, 2026, that the SEC approved ICE Clear Credit’s application to expand its current registered Covered Clearing Agency designation to add U.S. Treasury clearing. Although the new Treasury clearing service is operationally live for the clearing of cash transactions and expects to go live for repurchase transactions in the fourth quarter of 2026, there is no assurance that the service will achieve meaningful market adoption and competition within the U.S. Treasury clearing market may limit the commercial success of this offering. While ICE Clear Credit has established the U.S. Treasury clearing business as a distinct and segregated business line from its existing CDS clearing business, with its own rulebook, membership, risk management framework, financial and liquidity resources, and governance structure, operating both business lines out of the same legal entity poses risks that any financial, operational, or risk management failure within the U.S. Treasury clearing business could adversely affect the CDS clearing business. We cannot guarantee that the policies, controls, and safeguards implemented to design, launch, and operate this new service will be sufficient to mitigate these risks.

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In May 2025, we acquired a digital asset custody business now known as ICE Digital Trust, LLC. Our new initiatives in connection with our digital asset custody business present operational, reputational, and financial risks, including increased risk of a security breach, system failure, or in connection with a decline in demand for digital assets.

More specifically, the failure to safeguard and manage digital asset accounts could adversely impact our business, operating results, and financial condition. The theft, loss, or destruction of private keys required to access any crypto assets held in custody may be irreversible, and we could be held liable for customer losses. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches or incidents, and we may lose crypto assets valued in excess of the insurance policy without any recourse. Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer to offer recourse to us or to any consumer and the misappropriated crypto may not be easily traced to the bad actor.

Additionally, custodial platforms are prime targets for hackers. A breach of our custody systems could lead to the theft of customer assets and unauthorized transfers, for which the company might be held liable, and traditional insurance may not adequately cover losses related to digital assets. Further, our ownership of a digital asset custody business may also involve dependencies on decentralized or other third party blockchain services and the protocols, which we do not control and in turn may expose us to new and evolving technological risks.

The digital asset industry is subject to rapidly evolving and uncertain regulations at both the state and federal levels. Changes in laws or enforcement patterns, such as those related to anti-money laundering (AML) and tax reporting, could impact our ability to operate the business. Further, recent developments in the digital asset economy have led to increased volatility in digital asset markets, which in turn may increase the potential for loss of confidence in the digital asset ecosystem, or negative publicity surrounding digital assets impacting our reputation.

ICE Digital Trust is a New York limited purpose trust company that is subject to extensive regulation by the NYDFS. Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may have a material impact on our financial condition.

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our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.

Similar paragraph at 1 of 75 other Financials companies: GS
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The recently enacted GENIUS Act in the U.S. establishes a framework for regulating stablecoins and legislative proposals in the U.S. and EU that, if enacted, will regulate digital assets and could adversely affect our ability to compete if they permit different standards or requirements for certain entities or technologies.

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which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions.

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We depend on a number of suppliers, such as online service providers, hosting service and software providers, data processors, data centers, software and hardware vendors, banks, local and regional utility providers, and

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We also may face increased reputational risks from our investments in companies like Polymarket and Bakkt due to their evolving business models. As is the case with merger and acquisition activity, significant investments in entities such as Polymarket and Bakkt also create additional demand on the time and resources of our senior management team.

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New in the latest 10-Q

28 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

Adjustments to reconcile net income to net cash provided by operating activities:

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On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE’s acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.

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Other intangible assets balance at December 31, 2025 $ 15,353 Acquisitions 27 Foreign currency translation (11) Amortization of other intangible assets (713) Other intangible assets balance at September 30, 2026 $ 14,656

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We incurred new debt issuance costs associated with the amendment of $ 4 million, which are recorded in other non-current assets and amortized over the remaining life of the Credit Facility. No amounts were outstanding under the Credit Facility as of September 30, 2026.

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On August 20, 2026, we issued $ 3.75 billion in aggregate principal amount of senior unsecured notes, comprised of the following:

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• $ 1.25 billion in aggregate principal amount of 4.70 % senior notes due in 2029, or the 2029 Notes;

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• $ 1.1 billion in aggregate principal amount of 4.90 % senior notes due in 2031, or the 2031 Notes;

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• $ 650 million in aggregate principal amount of 5.15 % senior notes due in 2033, or the 2033 Notes; and

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• $ 750 million in aggregate principal amount of 5.40 % senior notes due in 2036, or the 2036 Notes, and collectively, the Notes.

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We intend to use the proceeds to fund, in part, the purchase price of MarketAxess and to pay related fees, commissions and expenses. We issued the debt at a discount and incurred debt issuance costs totaling $ 47 million. These costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the Notes.

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The 2033 Notes and the 2036 Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem each series of notes at a redemption price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, in the event that the MarketAxess acquisition is not consummated on or prior to July 29, 2027, subject to two automatic extensions of six months each, to January 29, 2028 and to July 29, 2028, respectively, if U.S. antitrust clearance or any other requisite regulatory approval or a law, injunction, order or other judgment by a government entity of competent jurisdiction, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the MarketAxess acquisition remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date (the "outside date"), or if the MarketAxess merger agreement is terminated at any time prior to such date. The 2029 Notes and the 2031 Notes are not subject to any special mandatory redemption.

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The $ 3.7 billion net proceeds from the Notes were separately invested and are recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of September 30, 2026.

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In the event the MarketAxess acquisition is not consummated on or prior to the outside date, we intend to use the $ 2.3 billion of net proceeds from the offering of the 2029 Notes and the 2031 Notes for general corporate purposes, which may include paying down a portion of the amounts outstanding under our Commercial Paper Program or the repurchase or redemption of some or all of the principal amount of outstanding senior notes.

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The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

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On August 20, 2026, we entered into a $ 2.0 billion delayed draw term loan facility, or the Term Loan, which will mature 24 months after the date on which it is funded. The Term Loan is intended to help finance a portion of the consideration for the MarketAxess acquisition, refinance certain existing MarketAxess indebtedness, and pay related fees and expenses. As of September 30, 2026, no amounts had been drawn under the Term Loan. We incurred new debt issuance costs associated with the facility of $ 2 million, which are recorded in other non-current assets and amortized over the estimated life of the Term Loan.

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transaction and integration costs. Other operating expenses include the aggregate of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

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• our ability to complete the MarketAxess acquisition, realize the anticipated cost savings and synergies of the MarketAxess acquisition, and successfully integrate MarketAxess with our business without material delay, higher than anticipated costs or difficulty or loss of key personnel;

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On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE’s acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.

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• Prediction Markets. The CFTC has taken the position that the Commodity Exchange Act preempts state and tribal gaming laws as applied to CFTC-registered prediction markets and that event contracts constitute swaps subject to the CFTC's exclusive jurisdiction. Federal appeals courts are split on whether sports-related event contracts are swaps under the CFTC’s exclusive jurisdiction or fall under state gambling law. The State of New Jersey has petitioned the U.S. Supreme Court for review of this issue. In September 2026, the CFTC submitted two rulemakings to the White House Office of Information and Regulatory Affairs, which would define by rule prediction-market event

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contracts as within the statutory definition of a swap while excluding casino-style gambling from that definition. The ultimate outcome of this litigation and related rulemakings is uncertain. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.

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• Regulatory Categorization of Perpetual Contracts. The regulatory treatment of perpetual contracts remains unsettled. Beginning in May 2026, the CFTC took a series of actions that characterized crypto-asset perpetual contracts as futures. These actions have drawn challenges, including litigation from CME Group, which asserts that perpetual contracts should be classified as swaps rather than futures. The CFTC has also sought public comment on whether perpetual contracts referencing physically delivered or storable commodities, including energy products, should be subject to similar treatment. The regulatory framework for perpetual contracts continues to evolve in light of pending litigation and ongoing CFTC rulemaking and interpretive activity. The timing and outcome of these matters and their effect on the regulatory classification of perpetual contracts is unclear. We continue to monitor these developments and any potential impact on our derivatives businesses.

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• Regulatory Framework for Leveraged Retail Crypto Trading. In the absence of new legislation on digital asset markets, the CFTC requested comment on using its existing statutory authority to establish a regulatory framework for spot retail digital asset transactions involving leverage, margin, and financing arrangements. Any future rules would be the first applicable to spot digital asset trading in the U.S.

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• Dividends paid to stockholders increased $53 million primarily due to the increase in the dividend per share in 2026 as compared to 2025.

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On August 20, 2026, we issued $3.75 billion in aggregate principal amount of senior notes due 2029, 2031, 2033 and 2036, with the net proceeds intended to fund, in part, the purchase price of the pending MarketAxess acquisition. The 2033 and 2036 notes are subject to a special mandatory redemption if the acquisition is not consummated by the applicable outside date. Net proceeds from the notes are separately invested and recorded as short-term restricted cash and cash equivalents on our consolidated balance sheet as of September 30, 2026.

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We also entered into a $2.0 billion delayed draw term loan facility, or the Term Loan, to help finance a portion of the MarketAxess acquisition and refinance certain existing MarketAxess indebtedness. No amounts had been drawn under the Term Loan as of September 30, 2026. Refer to Note 3 for further information on the acquisition.

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As of September 30, 2026, the remaining balance of Board approved funds for future repurchases was $3.6 billion.

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Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Nine Months Ended September 30, Operating income adjustments: 2026 2025 2026 2025 2026 2025 2026 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Total revenues, less transaction-based expenses $ 4,787 $ 4,047 $ 1,976 $ 1,811 $ 1,645 $ 1,569 $ 8,408 $ 7,427 Operating expenses 1,154 1,064 1,188 1,108 1,600 1,563 3,942 3,735 Less: Amortization of acquisition-related intangibles 49 48 109 113 555 594 713 755 Less: Transaction and integration costs — — 28 — 70 48 98 48 Less/(Add): Regulatory matters — 4 (10) — — — (10) 4 Adjusted operating expenses $ 1,105 $ 1,012 $ 1,061 $ 995 $ 975 $ 921 $ 3,141 $ 2,928 Operating income $ 3,633 $ 2,983 $ 788 $ 703 $ 45 $ 6 $ 4,466 $ 3,692 Adjusted operating income $ 3,682 $ 3,035 $ 915 $ 816 $ 670 $ 648 $ 5,267 $ 4,499 Operating margin 76 % 74 % 40 % 39 % 3 % — % 53 % 50 % Adjusted operating margin 77 % 75 % 46 % 45 % 41 % 41 % 63 % 61 % Net income adjustments: Net income attributable to ICE $ 3,311 $ 2,464 Add: Amortization of acquisition-related intangibles 713 755 Add: Transaction and integration costs 98 48 (Less)/Add: Regulatory matters (10) 4 Less: Net income from unconsolidated investees (59) (75) Less: Fair value adjustments of equity investments (452) (35) Add: Net interest expense on pre-acquisition-related debt 6 — Less: Income tax effect for the above items (77) (180) Add: Deferred tax adjustments on acquisition-related intangibles 18 45 Less: Other tax adjustments — (8) Adjusted net income attributable to ICE $ 3,548 $ 3,018 Diluted earnings per share attributable to ICE common stockholders $ 5.85 $ 4.28 Adjusted diluted earnings per share attributable to ICE common stockholders $ 6.27 $ 5.24 Diluted weighted average common shares outstanding 566 576 Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Three Months Ended September 30, Operating income adjustments: 2026 2025 2026 2025 2026 2025 2026 2025 Total revenues, less transaction-based expenses $ 1,542 $ 1,265 $ 674 $ 618 $ 549 $ 528 $ 2,765 $ 2,411 Operating expenses 390 357 429 374 536 506 1,355 1,237 Less: Amortization of acquisition-related intangibles 17 16 36 38 186 195 239 249 Less: Transaction and integration costs — — 28 — 20 7 48 7 Adjusted operating expenses $ 373 $ 341 $ 365 $ 336 $ 330 $ 304 $ 1,068 $ 981 Operating income $ 1,152 $ 908 $ 245 $ 244 $ 13 $ 22 $ 1,410 $ 1,174 Adjusted operating income $ 1,169 $ 924 $ 309 $ 282 $ 219 $ 224 $ 1,697 $ 1,430 Operating margin 75 % 72 % 36 % 39 % 2 % 4 % 51 % 49 % Adjusted operating margin 76 % 73 % 46 % 45 % 40 % 42 % 61 % 59 % Net income adjustments: Net income attributable to ICE $ 940 $ 816 Add: Amortization of acquisition-related intangibles 239 249 Add: Transaction and integration costs 48 7 Less: Net income from unconsolidated investees (16) (40) Less: Fair value adjustments of equity investments — (33) Add: Net interest expense on pre-acquisition-related debt 6 — Less: Income tax effect for the above items (72) (50) (Less)/Add: Deferred tax adjustments on acquisition-related intangibles (9) 39 Less: Other tax adjustments — (8) Adjusted net income attributable to ICE $ 1,136 $ 980 Diluted earnings per share attributable to ICE common stockholders $ 1.67 $ 1.42 Adjusted diluted earnings per share attributable to ICE common stockholders $ 2.02 $ 1.71 Diluted weighted average common shares outstanding 563 574

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Item 6

10.1 — The Fourteenth Amendment to Credit Agreement, dated as of August 20, 2026, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit...

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 5, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

Added10-Q 2026-10-29 vs 10-K 2026-02-05
During the nine months ended September 30, 2026, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our 2025 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the " - Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business - Regulation” in our 2025 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 2025 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

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