ICE

• ICE entered into a new $2.0 billion delayed draw term loan facility with Bank of America as administrative agent, to finance part of the MarketAxess acquisition and related costs.
• The bridge facility commitments of $6.2 billion were permanently reduced to $0, following the issuance of $3.73 billion in senior notes, the new term loan, and the credit facility amendment.
• The term loan has no required amortization and matures 24 months after funding, with interest based on term SOFR or base rate plus a ratings-based margin.
• The MarketAxess acquisition is pursuant to a merger agreement dated July 29, 2026, with MarketAxess surviving as a subsidiary of ICE.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The offering comprised four tranches: $1.25B of 4.700% notes due 2029, $1.1B of 4.900% notes due 2031, $650M of 5.150% notes due 2033, and $750M of 5.400% notes due 2036.
• Net proceeds were approximately $3.71 billion after underwriting discounts and commissions, before offering expenses.
• Proceeds will be used, along with other financing sources, to fund the purchase price for MarketAxess Holdings Inc. under the merger agreement announced July 30, 2026, and related fees and expenses.
• The notes were sold under an underwriting agreement dated August 11, 2026, with representatives including BofA Securities, Wells Fargo Securities, MUFG Securities Americas, Citigroup Global Markets, Fifth Third Securities, and PNC Capital Markets.
• The notes were issued under an indenture supplemented by the Eighth Supplemental Indenture dated August 20, 2026, with Computershare Trust Company as trustee.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Consolidated operating income was $1.4 billion (52% margin); adjusted operating income was $1.6 billion (61% margin).
• Net income attributable to ICE was $958 million on $2.7 billion of revenues less transaction-based expenses.
• Through June 30, 2026, ICE returned $1.8 billion to stockholders, including $1.2 billion in share repurchases.
• Board approved an increase in share repurchase authorization to up to $4.0 billion, effective July 1, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Intercontinental Exchange, Inc. (ICE) entered into a definitive merger agreement to acquire MarketAxess Holdings Inc. for $167.00 per share in cash.
• MarketAxess stockholders will vote on the merger; closing is subject to regulatory approvals and other customary conditions.
• Outstanding MarketAxess equity awards will be converted into ICE equity awards or cash, with specific treatment for performance-based and director RSUs.
• The merger agreement includes a termination fee of $148.8 million payable by MarketAxess under certain circumstances.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• All 11 director nominees elected to one-year terms expiring at the 2027 annual meeting.
• Advisory resolution on executive compensation approved with 444,677,152 votes for.
• Amendments to certificate of incorporation supplementing voting and ownership limitations approved.
• Stockholder proposal for independent board chairman rejected; Ernst & Young LLP ratified as auditor.

5.07 Submission of Matters to a Vote of Security Holders

• Consolidated operating income was $1.7 billion (56% margin); adjusted operating income was $1.9 billion (65% margin).
• Exchanges segment net revenues rose 30% to $1.8 billion; fixed income and data services up 10% to $657 million; mortgage technology up 6% to $539 million.
• Returned $848 million to stockholders in Q1 2026, including over $550 million in share repurchases and $297 million in dividends.
• Full-year 2026 GAAP operating expenses guided to $5.095-$5.145 billion; adjusted operating expenses $4.145-$4.195 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Record 2025 operating income of $4.9 billion (14% y/y growth) and adjusted operating income of $6.0 billion (10% y/y growth).
• Fourth quarter 2025 net revenues were $2.5 billion, up 8% y/y; GAAP diluted EPS was $1.49, adjusted diluted EPS was $1.71.
• 2025 operating cash flow was a record $4.7 billion; adjusted free cash flow was a record $4.2 billion.
• 2026 guidance: exchange recurring revenue growth mid-single digits, fixed income & data services recurring revenue growth mid-single digits, mortgage technology revenue growth low-to-mid single digits.
• Returned $2.4 billion to stockholders in 2025, including $1.3 billion in share repurchases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net proceeds were approximately $1.236 billion after underwriting discounts and commissions, before offering expenses.
• Proceeds will be used, with cash on hand, to repay ICE's 3.75% Senior Notes due December 1, 2025.
• The notes were sold under an underwriting agreement dated November 5, 2025, with BofA Securities, J.P. Morgan Securities, and Wells Fargo Securities as representatives.
• The notes were issued under an indenture supplemented by a Seventh Supplemental Indenture dated November 17, 2025, with Computershare Trust Company as trustee.

8.01 Other Events · 9.01 Financial Statements and Exhibits