# Intercontinental Exchange (ICE) - Recent Events ## Filings that contain financial statements Each earnings press release below is furnished as Exhibit 99.1 to a Form 8-K and holds a consolidated statement of income and a consolidated balance sheet, plus segment and non-GAAP reconciliation tables. None of them holds a cash flow statement. - Form 8-K filed October 29, 2026 (accession 0001104659-26-119880): third quarter 2026 (quarter ended September 30, 2026), with prior-year comparatives. - Form 8-K filed July 30, 2026 (accession 0001104659-26-088462): second quarter 2026 (quarter ended June 30, 2026). - Form 8-K filed April 30, 2026 (accession 0001104659-26-052145): first quarter 2026 (quarter ended March 31, 2026). - Form 8-K filed February 5, 2026 (accession 0001104659-26-010646): fourth quarter and full year 2025. ## Pending acquisition of MarketAxess (signed, not closed) - **July 29-30, 2026 - merger agreement signed** (Form 8-K, accession 0001193125-26-324909). ICE agreed to acquire MarketAxess Holdings Inc. for $167.00 per share in cash, about $6.0 billion of equity value (enterprise value about $5.7 billion), a 33% premium to the July 29 close. ICE said it expects the deal to be accretive to adjusted EPS in the first full year after close, with $100 million of annual run-rate expense synergies within three years. The merger is subject to MarketAxess stockholder approval, regulatory clearances and customary conditions. MarketAxess would owe ICE a $148.8 million termination fee in specified circumstances. ICE would owe MarketAxess a $327.4 million regulatory termination fee in specified antitrust-related circumstances. The outside date is July 29, 2027, with up to two automatic six-month extensions. Closing was initially guided to the first half of 2027. ICE also raised its baseline buyback to $400 million per quarter from $350 million and targets gross leverage of 3.0x or below within 18 to 24 months after close. - **Financing commitment at signing** (same 8-K): a 364-day senior unsecured bridge facility of up to $6.25 billion as backup financing. - **August 20-21, 2026 - permanent financing in place** (Form 8-K, accession 0001193125-26-359930). ICE amended its revolving credit agreement (total commitments stay at $3.9 billion). It extended $3.67 billion of commitments to August 20, 2031 and added a $1.5 billion class of MarketAxess revolving commitments. It also entered a new $2.0 billion delayed draw term loan. With the notes below, these cut the bridge commitments to zero. - **August 20, 2026 - senior notes issued** (Form 8-K, accession 0001193125-26-359229). ICE completed a $3.75 billion offering: $1.25 billion of 4.700% notes due 2029, $1.10 billion of 4.900% notes due 2031, $650 million of 5.150% notes due 2033 and $750 million of 5.400% notes due 2036. Net proceeds were about $3.71 billion. The proceeds, with the term loan and other sources, are to fund the MarketAxess purchase price. - **October 21-29, 2026 - antitrust waiting period ended** (Form 8-K, accession 0001104659-26-119880, Exhibit 99.1). The DOJ and FTC granted early termination of the Hart-Scott-Rodino waiting period effective October 21, 2026. ICE now expects the merger to close in the first quarter of 2027, ahead of the first-half 2027 timeline given in July. The release says the merger remains subject to the other customary closing conditions and required regulatory approvals. As of the October 29 filing, the acquisition had not closed. ## Earnings and guidance - **October 29, 2026 - third quarter 2026 results** (accession 0001104659-26-119880). Net revenues were $2.8 billion (+15% y/y), GAAP diluted EPS $1.67 (+18%) and adjusted diluted EPS $2.02 (+18%). Operating income was $1.4 billion (+20%), with a 51% operating margin and a 61% adjusted margin. Net income attributable to ICE was $940 million. Through September 30, ICE returned $2.5 billion to stockholders, including $1.6 billion of buybacks. Outstanding debt was $23.3 billion and unrestricted cash $936 million. Fourth quarter guidance: GAAP operating expenses of $1.317-$1.327 billion, adjusted operating expenses of $1.082-$1.092 billion, 2026 capital expenditures of about $1.050 billion, and weighted average shares of 558-563 million. - **July 30, 2026 - second quarter 2026 results** (accession 0001104659-26-088462). Net revenues $2.7 billion (+5%), GAAP diluted EPS $1.69 (+14%), adjusted diluted EPS $1.90 (+5%). Announced alongside the MarketAxess agreement. - **April 30, 2026 - first quarter 2026 results** (accession 0001104659-26-052145). Net revenues $3.0 billion (+20%), GAAP diluted EPS $2.48 (+80%), adjusted diluted EPS $2.35 (+37%). - **February 5, 2026 - full-year 2025 results** (accession 0001104659-26-010646). 2025 net revenues $9.9 billion (+7%), GAAP diluted EPS $5.77 (+21%), adjusted diluted EPS $6.95 (+14%), the 20th consecutive year of record revenues. ## Capital actions and investments - **Share repurchase authorization.** The 10-Q for the quarter ended September 30, 2026 (accession 0001571949-26-000015) states that in July 2026 the Board raised the repurchase authorization to $4.0 billion, effective July 1, 2026. The remaining balance at September 30 was $3.6 billion. - **October 7, 2025 - Polymarket** (Form 8-K, accession 0000947871-25-000890). ICE announced an agreement to invest up to $2 billion in Polymarket and to become a global distributor of its event-driven data. The 10-Q (accession 0001571949-26-000015) reports that ICE bought $1.0 billion of Series D preferred in October 2025 and a further $600 million of Series E preferred on March 26, 2026. It also reports a $40 million common stock tender offer completed in April 2026. - **November 17, 2025 - senior notes** (Form 8-K, accession 0001193125-25-284651). ICE issued $600 million of 3.950% notes due 2028 and $650 million of 4.200% notes due 2031, with net proceeds of about $1.236 billion. They were to fund repayment at maturity of the 3.75% senior notes due December 1, 2025. ## Governance - **August 28, 2026** (Form 8-K, accession 0001104659-26-103230): the Eighth Amended and Restated Certificate of Incorporation took effect. It extends existing stockholder voting and ownership limits to security-based swap execution facilities and expands SEC-review requirements for charter amendments. Stockholders approved it on May 15, 2026. - **May 15, 2026** (Form 8-K, accession 0001104659-26-063863): the annual meeting elected eleven directors. - **September 18, 2025** (Form 8-K, accession 0001104659-25-091292): the Board expanded from 10 to 11 directors and appointed Lord Hill of Oareford. - **August 20, 2025** (Form 8-K, accession 0001104659-25-080932): the Seventh Amended and Restated Certificate of Incorporation took effect, with similar swap-execution-facility provisions.