Financial Analysis

Legal Proceedings In 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 developm …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions): As of June 30, 2026 As of December 31, 2025 Short-term debt: Commercial Paper $ 1,218 $ 1,035 Total short-term debt 1,218 1,035 Long-term debt: 2027 Senior Notes (4.00%; due September 15, 2027) 1,496 1,495 2027 Senior Notes (3.10%; due September 15, 2027) 499 499 2028 Senior Notes (3.625%; due September 1, 2028) 963 954 2028 Senior Notes (3.75%; due September 21, 2028) 598 597 2028 Senior Notes (3.95%; due December 1, 2028) 595 594 2029 Senior Notes (4.35%; due June 15, 2029) 1,245 1,245 2030 Senior Notes (2.10%; due June 15, 2030) 1,243 1,242 2031 Senior Notes (4.20%; due March 15, 2031) 641 640 2031 Senior Notes (5.25%; due June 15, 2031) 745 745 2032 Senior Notes (1.85%; due September 15, 2032) 1,490 1,489 2033 Senior Notes (4.60%; due March 15, 2033) 1,492 1,491 2040 Senior Notes (2.65%; due September 15, 2040) 1,235 1,234 2048 Senior Notes (4.25%; due September 21, 2048) 1,234 1,234 2050 Senior Notes (3.00%; due June 15, 2050) 1,225 1,224 2052 Senior Notes (4.95%; due June 15, 2052) 1,468 1,468 2060 Senior Notes (3.00%; due September 15, 2060) 1,474 1,473 2062 Senior Notes (5.20%; due June 15, 2062) 985 985 Total long-term debt 18,628 18,609 Total debt $ 19,846 $ 19,644 As of June 30, 2026, our unsecured senior notes of $18.6 billion had a weighted average maturity of 13 years and a weighted average cost of 3.7% per annum. Credit Facilities We hav …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables depict the disaggregation of our revenues according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 14: Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated Six Months Ended June 30, 2026: Total revenues (1) $ 4,879 $ 1,302 $ 1,096 $ 7,277 Transaction-based expenses 1,634 1,634 Total revenues, less transaction-based expenses $ 3,245 $ 1,302 $ 1,096 $ 5,643 Timing of Revenue Recognition Services transferred at a point in time $ 2,085 $ 234 $ 284 $ 2,603 Services transferred over time 1,160 1,068 812 3,040 Total revenues, less transaction-based expenses $ 3,245 $ 1,302 $ 1,096 $ 5,643 (1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $66 million and $54 million recorded in our Exchanges and Fixed Income and Data Services segments, respectively. Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated Three Months Ended June 30, 2026: Total revenues (1) $ 2,409 $ 645 $ 557 $ 3,611 Transaction-based expenses 945 945 Total revenues, less transaction-based expenses $ 1,464 $ 645 $ 557 $ 2,666 Timing of Revenue Recognition Services transferred at a point in time $ 903 $ 105 $ 149 $ 1,157 Services trans …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Refer to Note 11 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance, and market conditions. The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units, or RSUs, and under our employee stock purchase plan were as follows (in millions): Six Months Ended June 30, Three Months Ended June 30, 2026 2025 2026 2025 Classified as compensation and benefits expenses: Stock options and RSUs $ 125 $ 111 $ 65 $ 57 ESPP 8 8 4 4 Capitalized as software development costs (15) (13) (8) (7) Total $ 118 $ 106 $ 61 $ 54 Classified as acquisition-related transaction and integration costs 27 9 6 4 Total non-cash compensation expense $ 145 $ 115 $ 67 $ 58 Stock Options We have not granted any stock option awards since 2024. Restricted Stock Units Grant Activity During the six months ended June 30, 2026, we granted the following: Award Type Number of units (in thousands) Weighted average grant date fair value Service condition RSUs 985 $ 164.25 One-year EBITDA PSUs 277 $ 164.81 Year-three EBITDA PSUs 120 $ 164.81 TSR-based PSUs 93 $ 228.86 Total 1,475 $ 168.48 We recognize expense on our performance-based RSUs, or PSUs, based on our quarterly assessment of the probable actual performance as compared to our financial performa …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheets as of June 30, 2026 and December 31, 2025 were classified in their entirety based on the most significant lowest level input used in their valuation. Recurring Fair Value Measurements As of June 30, 2026, our equity investment in Bakkt is measured at fair value on a recurring basis using Level 1 inputs. See Note 3 for more information. Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for our supplemental executive savings plan and our supplemental executive retirement plan. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income. As of June 30, 2026 and December 31, 2025, the fair value of these mutual funds was $5 million and $20 million, respectively. At our ICE NGX clearing house, unsettled variation margin is recorded at fair value based on the settlement prices of open contracts using Level 2 inputs. See Note 11 for more information. Excluding our equity investments without a readily determinable fair value, all other financial instruments approximate carrying value due to the short-term nature of their maturities. We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of June 30, 2026 or December 31, 2025. Non-Recurring Fair V …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets The following is a summary of the activity in our goodwill balance by segment for the six months ended June 30, 2026 (in millions): Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated Goodwill balance at December 31, 2025 $ 8,175 $ 4,864 $ 17,607 $ 30,646 Foreign currency translation (12) (1) (1) (14) Goodwill balance at June 30, 2026 $ 8,163 $ 4,863 $ 17,606 $ 30,632 The following is a summary of the activity in our other intangible assets balance for the six months ended June 30, 2026 (in millions): Other intangible assets balance at December 31, 2025 $ 15,353 Foreign currency translation (9) Amortization of other intangible assets (474) Other intangible assets balance at June 30, 2026 $ 14,870 Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets primarily being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar. During the six months ended June 30, 2026, we considered whether events or changes in circumstances indicated that our goodwill or indefinite-lived intangible assets may be impaired or finite-lived intangible assets may not be recoverable. After evaluating relevant events and circumstances, we determined it was not more-likely-than-not that goodwill or indefinite-lived intangible assets within any of our reporting units were impaired, and we determined that the carrying amount …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes Our effective tax rate was 24% during each of the six and three months ended June 30, 2026 and 2025. The effective tax rates for these comparable periods remained relatively consistent with a mix of discrete items in each period including deferred tax movements resulting from state tax law and apportionment changes, tax benefits from non-cash compensation, tax refund claims related to prior years and other tax adjustments. 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., our most significant non-U.S. jurisdiction, 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. In January 2026, the OECD released a comprehensive package of administrative guidance implementing the Group of Seven leading industrialized democracies, or G7s, June 2025 political agreement on a Side-by-Side system …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Pronouncements During the six months ended June 30, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in our 2025 Form 10-K.

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Revenue Recognition Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers. Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. See Note 5 for our discussion of deferred revenue balances, activity, and expected timing of recognition. For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. Refer to Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K where we describe our revenue recognition accounting policies a …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Reporting Our 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 our reportable segments are the same as those described in Note 2 to our cons …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025. The unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature. Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the six and three months ended June 30, 2026 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Equity Treasury Stock Stock Repurchase Program During the six months ended June 30, 2026 and 2025, we repurchased a total of 7.9 million and 2.9 million shares at a cost of $1.2 billion and $496 million, respectively. Of these shares, during the six months ended June 30, 2026, 3.4 million shares were purchased on the open market at a cost of $500 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $10 million and $2 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during the six months ended June 30, 2026 and 2025, respectively. During the three months ended June 30, 2026 and 2025, we repurchased a total of 4.4 million and 1.5 million shares at a cost of $651 million and $255 million, respectively. Of these shares, during the three months ended June 30, 2026, 2.1 million shares were purchased on the open market at a cost of $300 million during an open trading period and the remainder under our 10b5-1 trading plan. We recorded $6 million and $2 million of excise tax in treasury stock as part of the cost basis of the shares repurchased during the three months ended June 30, 2026 and 2025, respectively. In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date, effective January 1, 2026, replacing the prior authorization. As of June 30, 2026, the remaining balance of Board approved funds for future repurchases …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On July 29, 2026, we entered into a definitive agreement to acquire MarketAxess Holdings Inc., or MarketAxess, a leading operator of electronic trading platforms for global institutional fixed income markets. The transaction is valued at approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. In conjunction with the acquisition agreement, we entered into a financing commitment letter for a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $6.2 billion, or the Bridge Facility. The purpose of the Bridge Facility is to provide backup financing to fund, in part, the acquisition and to pay related fees, commissions and expenses, if the permanent debt financing cannot be obtained. The commitments that we obtained for the Bridge Facility may be permanently reduced from $6.2 billion to $0 as a result of (i) the effectiveness of a future term loan facility, (ii) the issuance by us of senior unsecured notes and (iii) the amendment of our existing revolving credit agreement. The transaction is expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory approvals and customary closing conditions. We have evaluated subsequent events and determined that no other events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in our consolidated financial statements.

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