ICE - Intercontinental Exchange Inc.

04/30/2026 | Press release | Distributed by Public on 04/30/2026 08:19

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report on Form 10-Q, or this Quarterly Report, and unless otherwise indicated, the terms "Intercontinental Exchange," "ICE," "we," "us," "our," "our company" and "our business" refer to Intercontinental Exchange, Inc., together with its consolidated subsidiaries. All references to "options" or "options contracts" in the context of our futures products refer to options on futures contracts. Solely for convenience, references in this Quarterly Report to any trademarks, service marks and trade names owned by ICE are listed without the ®, ™ and © symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.
We also include references to third-party trademarks, such as FTSE® and MSCI®, trade names and service marks in this Quarterly Report. Except as otherwise expressly noted, our use or display of any such trademarks, trade names or service marks is not an endorsement or sponsorship and does not indicate any relationship between us and the parties that own such marks and names. FTSE® and the FTSE Indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license. MSCI® and the MSCI Indexes are trademarks and service marks of MSCI, Inc. or its affiliates and are used under license.
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report. Figures in the tables presented may not recalculate or sum exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Forward-Looking Statements
This Quarterly Report, including the sections entitled "Notes to Consolidated Financial Statements," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements.
These forward-looking statements relate to future events or our future financial performance and are based on our present beliefs and assumptions as well as the information currently available to us. They involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these statements.
Forward-looking statements may be introduced by or contain terminology such as "may," "will," "should," "could," "would," "targets," "goal," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the antonyms of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, cash flows, financial position or achievements. Accordingly, we caution you not to place undue reliance on any forward-looking statements we may make.
Factors that may affect our performance and the accuracy of any forward-looking statements include, but are not limited to, those listed below:
•conditions in global financial markets and domestic and international economic and social conditions, including inflation, changes to international trade policies and tariffs, risk of recession, political uncertainty and discord, prolonged U.S. government shutdowns, geopolitical events and conflicts (including the conflicts in Ukraine and the Middle East and the events in Venezuela) and sanctions laws;
•global political conditions;
•volatility in commodity prices and equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage industry trends;
•the business environment in which we operate and trends in our industries, including trading volumes, prevalence of clearing, demand for data services, mortgage lending and servicing activity, mortgage delinquencies, fees, changing regulations, competition (including from entrants or non-traditional competitors) and consolidation;
•our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;
•the global impact of the introduction of, or any changes to, laws, regulations, rules, government policies or tax or accounting requirements with respect to, among other things, financial markets and climate-related risks, as well as increased regulatory scrutiny or enforcement actions;
•our exchanges' and clearing houses' compliance with their respective regulatory and oversight responsibilities;
•the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans, including in the event of cyberattacks, cyberterrorism or other disruptions;
•our ability to effectively pursue, implement and realize the anticipated cost savings, growth opportunities and synergies and other benefits from our past or future acquisitions and strategic investments within the expected time frame;
•the impacts of computer and communications systems failures and delays, inclusive of the performance and reliability of our trading, clearing, data services and mortgage technologies and those of third-party service providers;
•our ability to keep pace with technological developments and client preferences, including with regard to our emerging technology initiatives and the use of artificial intelligence in certain of our existing products;
•our ability to ensure that the technology we utilize is not vulnerable to cyberattacks, hacking and other cybersecurity risks or other disruptive events or to minimize the impact of any such events;
•the impact of climate-related risks and the impact of, and uncertainty related to, the transition to renewable energy, including regulatory and legislative changes;
•our ability to keep information and data relating to the customers of the users of the software and services provided by our ICE Mortgage Technology business confidential;
•the impacts of a public health emergency or pandemic on our business, results of operations and financial condition, as well as the broader business environment;
•our ability to identify trends and adjust our business to benefit from such trends, including trends in the U.S. mortgage industry such as inflation rates, interest rates, new home purchases, refinancing activity, servicing activity, delinquencies and home builder and buyer sentiment, among others;
•our ability to evolve our benchmarks and indices in a manner that maintains or enhances their reliability and relevance;
•the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;
•our ability to incur additional debt and pay off our existing debt in a timely manner;
•our ability to declare and pay dividends and repurchase shares of our common stock;
•our ability to maintain existing market participants and data and mortgage technology customers, and to attract new ones;
•our ability to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;
•our ability to attract, develop and retain key talent;
•our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and
•potential adverse results of threatened or pending litigation and regulatory actions and proceedings.
These risks and other factors include, among others, those set forth in Part 1, Item 1(A) under the caption "Risk Factors" in our 2025 Form 10-K, as filed with the SEC on February 5, 2026. Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Quarterly Report. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.
Overview
We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Although we report our results in three reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and technology, that exists across our platforms to inform and enhance our operations. Our segments are as follows:
•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.
•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.
Recent Developments
Global Market Conditions
Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. Recent macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, changes in tariffs and trade policies along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.
Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, including market volatility during the first three months of 2026, we have seen increased trading across a number of our products, such as energy, interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates over the past several years have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment. If mortgage rates further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted. In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.
From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine and the Middle East and surrounding regions.
We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, changes in tariffs and trade policies, market volatility, prolonged U.S. government shutdowns, geopolitical events and military conflicts and repercussions from, and the impact that, any of the foregoing may have on the global economy and on our business. We also continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
Tax Policy Changes
In January 2026, the OECD released a comprehensive package of administrative guidance related to Pillar Two implementing the G7's June 2025 political agreement on a "Side-by-Side" system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. This new guidance on Pillar Two did not have a material impact on our financial statements as of March 31, 2026 or December 31, 2025.
Regulation
Our activities and the markets in which we operate are subject to regulations that impact us as well as our customers, and, in turn, meaningfully influence our activities, the manner in which we operate and our strategy. We are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.
Global policy makers have undertaken reviews of their existing legal frameworks governing financial markets in connection with regulatory reform, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers' businesses. Legislative and regulatory actions may impact the way in which we or our customers conduct business and may create uncertainty, which could affect trading volumes or demand for market data. See Part 1, Item 1 "Business - Regulation" and Part 1, Item 1(A) "Risk Factors" included in our 2025 Form 10-K for a discussion of the primary regulations applicable to our business and certain risks associated with those regulations.
Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers' businesses. Our key areas of focus on these evolving efforts are:
•Increased Bank Capital Requirements. In March 2026, the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation issued re-proposals to implement various Basel Committee standards related to U.S. bank capital requirements, or the Basel III Endgame. The Basel III Endgame re-proposal eliminated both the credit valuation adjustment risk capital requirement and certain risk-based capital surcharge calculations related to bank-affiliated clearing members' exposures to their clearing clients. We are continuing to evaluate the potential impact of the proposals including on mortgage origination and servicing and will monitor developments as the rulemaking process progresses.
•EMIR 3.0. In February 2026, the Delegated Act specifying the Active Account Requirement, or AAR, under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, became effective. The AAR mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty and clear a certain number of trades in an EU account. In 2025, ICE Clear Netherlands was authorized to clear euro-denominated short-term interest rate derivatives traded at ICE Futures Europe and thus allows market participants in scope for the AAR to satisfy their obligations. Nevertheless, the AAR could result in a reduced volume of trading and clearing of euro-denominated short-term interest rate derivatives at ICE Futures Europe and ICE Clear Europe.
•Policy Intervention to Address High Energy Prices. In June 2025, the EU Commission established a Gas Market Task Force to review EU natural gas markets and issue recommendations including potential legislative or regulatory changes. In March 2026, the European Council directed the European Commission to review the EU Emissions Trading System, or EU ETS, by July 2026, with a focus on reducing carbon price volatility and limiting impact on electricity prices. Any resulting policy changes could affect ICE Endex, the primary European exchange for benchmark European gas contracts and the emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.
•Digital Asset Regulation. The U.S. House and Senate are working to finalize market structure legislation, known as the Clarity Act, covering digital commodities and securities. If decentralized finance platforms offering products similar to regulated instruments are excluded from regulation, this could affect market and competitive dynamics and result in reduced contract volumes traded and cleared at our exchanges and clearing houses. We are monitoring the proposals and any impact on our exchanges and clearing houses.
•Prediction Markets. The CFTC has asserted that the Commodity Exchange Act preempts state laws governing prediction markets and reaffirmed its position that event contracts are swaps subject to the CFTC's exclusive jurisdiction. In April 2026, the CFTC filed suits in several states to prevent states from applying their laws to CFTC registered prediction markets. In March 2026, the CFTC published an advanced notice of proposed rulemaking, or ANPRM, requesting comment on a broad range of issues relating to the regulation of event contracts traded on prediction markets and also published a staff advisory to Designated Contract Markets outlining staff's views on the listing and trading of such contracts. Together, these actions signal the CFTC's intent to develop a comprehensive federal regulatory framework for prediction markets. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.
Consolidated Financial Highlights
The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts).
(1) Operating loss from our Mortgage Technology segment was $13 million and $27 million for the three months ended March 31, 2026 and 2025, respectively.
(2) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
Three Months Ended March 31,
2026 2025 Change*
Revenues, less transaction-based expenses
$ 2,977 $ 2,473 20 %
Recurring revenues(1)
$ 1,320 $ 1,236 7 %
Transaction revenues, net(1)
$ 1,657 $ 1,237 34 %
Operating expenses $ 1,312 $ 1,252 5 %
Adjusted operating expenses(2)
$ 1,035 $ 964 7 %
Operating income $ 1,665 $ 1,221 36 %
Adjusted operating income(2)
$ 1,942 $ 1,509 29 %
Operating margin 56 % 49 % 7 pts
Adjusted operating margin(2)
65 % 61 % 4 pts
Other income/(expense), net $ 232 $ (154) n/a
Income tax expense $ 465 $ 255 82 %
Effective tax rate 25 % 24 % 1 pt
Net income attributable to ICE
$ 1,413 $ 797 77 %
Adjusted net income attributable to ICE(2)
$ 1,338 $ 995 34 %
Diluted earnings per share attributable to ICE common stockholders $ 2.48 $ 1.38 80 %
Adjusted diluted earnings per share attributable to ICE common stockholders(2)
$ 2.35 $ 1.72 37 %
Cash flows from operating activities
$ 1,326 $ 966 37 %
Free cash flow(3)
$ 1,150 $ 777 48 %
Adjusted free cash flow(3)
$ 1,150 $ 833 38 %
(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility. We define transaction revenues as those associated with a more specific point-in-time service, such as a trade execution. Management evaluates recurring revenues and transaction revenues, net, when making financial and operating decisions and believes they are a useful metric in evaluating our business performance. The definitions of recurring revenues and transaction revenues are not uniform, and therefore the revenues we consider recurring versus transaction may differ from those of other companies. Recurring and transaction revenues are operating metrics and do not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.
(2) The adjusted figures exclude items that are not reflective of our ongoing cash operations or core business performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders are presented net of taxes. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
(3) We believe these non-GAAP liquidity measures provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow is useful as one of the bases for comparing our performance with our competitors and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business. We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of Section 31 fees. These figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Liquidity Measures" below.
*Percentage changes in the table above deemed "n/a" are not meaningful.
•Revenues, less transaction-based expenses, increased $504 million for the three months ended March 31, 2026 from the comparable period in 2025. See "-Exchanges Segment", "-Fixed Income and Data Services Segment" and "-Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. The change in revenues during the three months ended March 31, 2026 includes $52 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in 2025.
•Operating expenses increased $60 million for the three months ended March 31, 2026, respectively, from the comparable period in 2025. See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The change in operating expenses during the three months ended March 31, 2026 includes $8 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in 2025.
Variability in Quarterly Comparisons
Our business environment has been characterized by:
•globalization of marketplaces, customers and competitors;
•growing customer demand for workflow efficiency and automation;
•commodity, interest rate, inflation rate and financial markets volatility and uncertainty;
•growing demand for data to inform customers' risk management and investment decisions;
•evolving, increasing and disparate regulation across multiple jurisdictions;
•price volatility increasing customers' demand for risk management services;
•increasing focus on capital and cost efficiencies;
•customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity;
•the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements;
•emerging technology initiatives and offerings in our markets, including the use of artificial intelligence and machine learning;
•rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology; and
•consolidation and increasing competition among global markets for trading, clearing and listings.
For additional information regarding the factors that affect our results of operations, see Item 1(A) "Risk Factors" included in our 2025 Form 10-K.
Segment Results
Our business is conducted through three reportable business segments: Exchanges, Fixed Income and Data Services and Mortgage Technology.
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 segments do not engage in intersegment transactions.
Exchanges Segment
The following presents selected statements of income data for our Exchanges segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations or core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Measures" below.
Three Months Ended March 31,
2026 2025 Change
Revenues:
Energy futures and options $ 814 $ 557 46 %
Agricultural and metals futures and options 81 64 26
Financial futures and options 256 156 65
Futures and options 1,151 777 48
Cash equities and equity options 812 875 (7)
OTC and other 102 103 (1)
Transaction and clearing, net 2,065 1,755 18
Data and connectivity services 277 246 13
Listings 128 122 5
Revenues 2,470 2,123 16
Transaction-based expenses(1)
689 756 (9)
Revenues, less transaction-based expenses 1,781 1,367 30
Other operating expenses 315 290 8
Depreciation and amortization 62 63 (1)
Acquisition-related transaction and integration costs 1 1 -
Operating expenses 378 354 7
Operating income $ 1,403 $ 1,013 38 %
Recurring revenues $ 405 $ 368 10 %
Transaction revenues, net $ 1,376 $ 999 38 %
(1) Transaction-based expenses are largely attributable to our cash equities and options business.
Exchanges Revenues
Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges, related data and connectivity services, and our listings business. Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, except for the NYSE transaction-based expenses discussed below. Rates per-contract, or RPC, are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions.
Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix. We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the services that we provide which are directly attributable to our exchange venues. Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and exchange-traded funds, or ETFs, and related corporate actions for listed companies.
For the three months ended March 31, 2026, and 2025, 31% and 24%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $47 million for the three months ended March 31, 2026 from the comparable period in 2025.
Our Exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $665 million and $402 million for the three months ended March 31, 2026 and 2025, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates for the three months ended March 31, 2026 was primarily due to higher volumes traded as compared to the comparable period in 2025.
•Energy Futures and Options: Total volume in our energy futures and options markets increased 32% and revenues increased 46% for the three months ended March 31, 2026 from the comparable period in 2025.
-Oil futures and options volume increased 41% for the three months ended March 31, 2026 from the comparable period in 2025. The overall increase in oil volumes in the first quarter of 2026 was due to higher overall volatility, driven by global supply disruptions that intensified in late February following the outbreak of the U.S.-Iran conflict.
-Global natural gas futures and options volume increased 21% for the three months ended March 31, 2026 from the comparable period in 2025. The volume increase in our North American gas products was driven by higher overall volatility related to increased demand constrained by a tightened domestic supply. In addition, continued growth in our TTF complex was, in part, driven by supply disruption risks and geopolitical uncertainty.
-Environmentals and other futures and options volume increased 23% for the three months ended March 31, 2026 from the comparable period in 2025, primarily due to higher emissions volume compared to the prior year period driven by political uncertainty and a sharp decline in European Union Allowance, or EUA, prices.
•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets increased 29% and revenues increased 26% for the three months ended March 31, 2026 from the comparable period in 2025.
-Sugar futures and options volumes increased 22% for the three months ended March 31, 2026 from the comparable period in 2025. The increase in volumes during the three months ended March 31, 2026 was primarily due to geopolitical risk impacting our sugar markets.
-Other agricultural and metal futures and options volume increased 36% for the three months ended March 31, 2026 from the comparable period in 2025, primarily driven by geopolitical risks and shifting demand impacting our coffee and cocoa markets.
•Financial Futures and Options: Both total volume and revenues in our financial futures and options markets increased 65% for the three months ended March 31, 2026 from the comparable period in 2025.
-Interest rate futures and options volume increased 70% and revenues increased 80% for the three months ended March 31, 2026 from the comparable period in 2025, largely driven by heightened volatility following the outbreak of the U.S.-Iran conflict in late February, which triggered a global energy supply shock and materially altered central bank rate expectations.
-Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity indices, U.S. Dollar Index and foreign exchange products, increased 14% and revenues increased 22% for the three months ended March 31, 2026 from the comparable period in 2025. The overall increase in other financial futures and options volumes was primarily due to higher equity market volatility compared to the prior year period.
•Cash Equities and Equity Options: Cash equities volume increased 39% for the three months ended March 31, 2026 from the comparable period in 2025, primarily due to higher industry volumes driven by geopolitical risks and higher retail participation. Cash equities revenues, net of transaction-based expenses, were $85 million and $81 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenue was primarily related to higher industry volumes partially offset by lower capture rate.
Equity options volume increased 23% for the three months ended March 31, 2026 from the comparable period in 2025, driven by higher industry volumes. Equity options revenues, net of transaction-based expenses, were $38 million for each of the three months ended March 31, 2026 and 2025. Revenue was flat primarily due to higher industry volumes that were offset by lower capture rate.
•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues decreased 1% for the three months ended March 31, 2026 from the comparable period in 2025 primarily due to lower exchange regulatory fees partially offset by higher net interest income on collateral balances.
•Data and Connectivity Services: Our data and connectivity services revenues increased 13% for the three months ended March 31, 2026 from the comparable period in 2025. The increase in revenue was driven by the strong customer retention, new customer additions and increased spending by existing customers.
•Listings Revenues: Through NYSE, NYSE American, NYSE Arca and NYSE Texas, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies. Listings revenues increased 5% for the three months ended March 31, 2026 from the comparable period in 2025, primarily due to new listings. All listings fees are billed upfront, and revenues are recognized over time as the identified performance obligations are satisfied.
Selected Operating Data
Volume of contracts traded, futures and options rate per contract and open interest are measures that we use in analyzing the performance of our futures and options contracts. Handled volume, matched volume and cash equities and equity options rate per contract are measures that we use in analyzing our NYSE cash equities and equity options performance. We believe each of these measures provides useful information for management and investors in understanding our performance. Management considers these metrics when making financial and operating decisions. Our calculation of these metrics may not be comparable to similarly titled measures used by other companies.
The following charts and tables present trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options rate per contract (in millions, except for percentages and rate per contract amounts):
Volume and Rate per Contract
Three Months Ended March 31,
2026 2025 Change
Number of contracts traded (in millions):
Energy futures and options 437 331 32 %
Agricultural and metals futures and options 37 29 29
Financial futures and options 421 255 65
Total
895 615 45 %
Average daily volume of contracts traded (in thousands):
Energy futures and options 7,163 5,431 32 %
Agricultural and metals futures and options 608 470 29
Financial futures and options 6,694 4,067 65
Total
14,465 9,968 45 %
Rate per contract:
Energy futures and options $ 1.86 $ 1.68 11 %
Agricultural and metals futures and options $ 2.19 $ 2.24 (2) %
Financial futures and options $ 0.60 $ 0.60 - %
Open interest is the aggregate number of contracts (long or short) that clearing members hold either for their own account or on behalf of their clients. Open interest refers to the total number of contracts that are currently "open," in other words, contracts that have been entered into but not yet liquidated by either an offsetting trade, exercise, expiration or assignment. Open interest is also a measure that we believe is useful for management and investors in understanding future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange. The following charts and table present our quarter-end open interest for our futures and options contracts (in thousands, except for percentages):
Open Interest
As of March 31,
2026 2025 Change
Open interest - in thousands of contracts:
Energy futures and options 68,800 64,236 7 %
Agricultural and metals futures and options 4,196 3,437 22
Financial futures and options 47,167 30,772 53
Total
120,163 98,445 22 %
The following charts and tables present selected cash and equity options trading data. All trading volume below is presented as average net daily trading volume, or ADV, and is single counted:
Three Months Ended March 31,
2026 2025 Change
NYSE cash equities (shares in millions):
Total cash handled volume (ADV) 4,084 2,935 39 %
Total cash market share matched 20.1 % 18.3 % 1.8 pts
NYSE equity options (contracts in thousands):
NYSE equity options volume (ADV) 12,421 10,080 23 %
Total equity options volume (ADV) 62,647 53,604 17 %
NYSE share of total equity options 19.8 % 18.8 % 1 pt
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares) $0.034 $0.046 (26) %
Equity options rate per contract $0.05 $0.06 (21) %
Handled volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities and ETFs executed on our exchanges.
Transaction-Based Expenses
Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of exchanges revenue. These Section 31 fees are assessed to recover the government's costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our exchanges revenues when invoiced. The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections.
In May 2025, the SEC announced that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement. As a result, we did not incur any Section 31 fees for the three months ended March 31, 2026. Section 31 fees for the three months ended March 31, 2025 were $262 million. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. There were no Section 31 fees payable as of March 31, 2026, and Section 31 fees were reinstated in April 2026.
We make liquidity payments to cash and options trading customers, as well as routing charges made to other exchanges which are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer's order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We record routing charges on a gross basis as a component of exchanges revenue. Cash liquidity payments, routing and clearing fees were $689 million and $494 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to higher volumes traded during the three months ended March 31, 2026 as compared to the comparable period in 2025.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Exchanges segment's operating expenses, operating income and operating margin (dollars in millions). See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses.
Exchanges Segment: Three Months Ended March 31,
2026 2025 Change
Operating expenses $ 378 $ 354 7 %
Adjusted operating expenses(1)
$ 362 $ 334 9 %
Operating income
$ 1,403 $ 1,013 38 %
Adjusted operating income(1)
$ 1,419 $ 1,033 37 %
Operating margin
79 % 74 % 5 pts
Adjusted operating margin(1)
80 % 76 % 4 pts
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted numbers are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
Fixed Income and Data Services Segment
The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
Three Months Ended March 31,
2026 2025 Change
Revenues:
Fixed income execution $ 31 $ 31 - %
CDS clearing 112 94 19
Fixed income data and analytics 322 299 8
Fixed income and credit 465 424 10
Data and network technology 192 172 12
Revenues
657 596 10
Other operating expenses
298 277 8
Depreciation and amortization
84 84 1
Operating expenses
382 361 6
Operating income $ 275 $ 235 17 %
Recurring revenues $ 514 $ 471 9 %
Transaction revenues $ 143 $ 125 14 %
In the table above, we consider fixed income data and analytics revenues and data and network technology revenues to be recurring revenues.
For each of the three months ended March 31, 2026 and 2025, 10% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Fixed Income and Data Services revenues were higher by $5 million for the three months ended March 31, 2026 from the comparable period in 2025.
Fixed Income and Data Services Revenues
Our Fixed Income and Data Services revenues increased 10% for the three months ended March 31, 2026, from the comparable period in 2025, primarily due to strength in our fixed income data and analytics products and our data and network technology portfolio, and our CDS clearing business.
•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $2 million for each of the three months ended March 31, 2026 and 2025. Our fixed income execution revenues were flat for the three months ended March 31, 2026 from the comparable period in 2025.
•CDS Clearing: CDS clearing revenues increased 19% for the three months ended March 31, 2026 from the comparable period in 2025. Clearing fees are reported net of rebates, which were nominal for each of the three months ended March 31, 2026 and 2025. The notional value of CDS cleared was $9.9 trillion and $7.0 trillion for the three months ended March 31, 2026 and 2025, respectively. The increase in revenues during the three months ended March 31, 2026 was primarily due to higher clearing volumes driven by elevated market volatility from geopolitical events during the period.
•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 8% for the three months ended March 31, 2026 from the comparable period in 2025 due to growth in our pricing and reference data business and strength in our index business.
•Data and Network Technology: Our data and network technology revenues increased 12% for the three months ended March 31, 2026 from the comparable period in 2025, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds, desktop and derivative analytics revenues.
Annual Subscription Value, or ASV, represents, at a point in time, data services revenues, which include fixed income data and analytics as well as data and network technology revenues, subscribed for the succeeding 12 months. ASV does not include new sales, contract terminations or price changes that may occur during that 12-month period. However, while it is an indicative forward-looking metric, it does not provide a precise growth forecast of the next 12 months of data services revenues. Management considers ASV metrics when making financial and operating decisions and believes ASV is useful for management and investors in understanding our data services business performance.
As of March 31, 2026, ASV was $2.036 billion, which increased 8.1% compared to the ASV as of March 31, 2025. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Fixed Income and Data Services segment's operating expenses, operating income and operating margin (dollars in millions). See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses.
Fixed Income and Data Services Segment: Three Months Ended March 31,
2026 2025 Change
Operating expenses $ 382 $ 361 6 %
Adjusted operating expenses(1)
$ 346 $ 323 7 %
Operating income
$ 275 $ 235 17 %
Adjusted operating income(1)
$ 311 $ 273 14 %
Operating margin
42 % 39 % 3 pts
Adjusted operating margin(1)
47 % 46 % 1 pt
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
Mortgage Technology Segment
The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions):
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
Three Months Ended March 31,
2026 2025 Change
Revenues:
Origination technology $ 192 $ 175 10 %
Closing solutions 57 47 20
Servicing software 222 221 1
Data and analytics 68 67 1
Revenues
539 510 6
Other operating expenses
274 264 4
Depreciation and amortization 238 242 (2)
Acquisition-related transaction and integration costs 40 31 30
Operating expenses
552 537 3
Operating loss $ (13) $ (27) (54) %
Recurring revenues $ 401 $ 397 1 %
Transaction revenues $ 138 $ 113 22 %
In the table above, we consider subscription fees and certain other revenues to be recurring revenues. Each revenue classification above contains a mix of recurring and transaction revenues based on the various service offerings described in more detail below.
Mortgage Technology Revenues
Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency and mitigate risks for customers throughout the mortgage life cycle. Mortgage technology revenues increased 6% for the three months ended March 31, 2026 from the comparable period in 2025 primarily due to higher origination volumes, revenue contributions from new client implementations, and renewal expansions with existing customers that drove broader product adoption.
•Origination technology: Our origination technology revenues increased 10% for the three months ended March 31, 2026, from the comparable period in 2025, driven by origination volume impacting Encompass and Encompass network revenues and renewal expansions of existing customers. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription. Revenues from the Encompass network are largely transaction-based.
•Closing solutions: Our closing solutions revenues increased 20% during the three months ended March 31, 2026 from the comparable period in 2025, driven by higher industry volume impacting MERSCORP Holdings, Inc., or MERS, and Simplifile. Revenues from closing solutions are largely transaction-based, driven by the volume of loans closed.
•Servicing software: Our servicing software revenues increased 1% for the three months ended March 31, 2026 from the comparable period in 2025, driven by MSP new client implementations, contractual price increases, renewal expansions and default management revenues, primarily due to higher foreclosure transactions and loss mitigation revenue. This was partially offset by loan count declines related to customer merger and acquisition activity. Revenues from servicing solutions are primarily subscription-based and recurring in nature based on number of loans serviced, whereas revenues from default servicing solutions, which is a smaller portion of overall servicing software revenues, are largely transaction-based, driven by foreclosure volume.
•Data and analytics: Our Data and Analytics revenues increased 1% during the three months ended March 31, 2026 from the comparable period in 2025, driven by continued adoption of data solutions and increased purchases by existing customers. Revenues related to our data and analytics products are largely subscription-based and recurring in nature with a smaller portion transaction-based in nature.
Operating Expenses, Operating Income/(Loss) and Operating Margin
The following chart summarizes our Mortgage Technology segment's operating expenses, operating income/(loss) and operating margin (dollars in millions). See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses.
Mortgage Technology Segment: Three Months Ended March 31,
2026 2025 Change
Operating expenses $ 552 $ 537 3 %
Adjusted operating expenses(1)
$ 327 $ 307 6 %
Operating loss $ (13) $ (27) (54) %
Adjusted operating income(1)
$ 212 $ 203 4 %
Operating margin (2) % (5) % 3 pts
Adjusted operating margin(1)
39 % 40 % (1 pt)
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted numbers are not calculated in accordance with GAAP. See "-Non-GAAP Financial Measures".
Consolidated Operating Expenses
The following presents our consolidated operating expenses (dollars in millions):
Three Months Ended March 31,
2026 2025 Change
Compensation and benefits
$ 505 $ 481 5 %
Professional services
35 40 (12)
Acquisition-related transaction and integration costs
41 32 30
Technology and communication
238 213 12
Rent and occupancy
24 21 11
Selling, general and administrative
85 76 12
Depreciation and amortization
384 389 (1)
Total operating expenses
$ 1,312 $ 1,252 5 %
The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, licensing and other fee-related arrangements and a portion of our compensation expense that is tied directly to data and mortgage technology sales commissions or overall financial performance.
We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions and other investments.
During each of the three months ended March 31, 2026 and 2025, 8% of our operating expenses were billed in pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $8 million for the three months ended March 31, 2026 from the comparable period in 2025.
Compensation and Benefits Expenses
Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, stock-based compensation, certain severance costs, benefits and employer taxes. The bonus and stock compensation components of our compensation and benefits expense are based on both our financial performance and individual employee performance. Therefore, our compensation and benefits expense will vary year-to-year based on our financial performance and fluctuations in our number of employees. Our employee headcount at the end of each period is included in the table below.
Three Months Ended March 31,
2026 2025 Change
Employee headcount 12,694 12,842 (1) %
Employee headcount decreased from the comparable period in 2025 primarily due to headcount reductions in conjunction with realizing synergies from the Black Knight acquisition. Compensation and benefits expense increased $24 million for the three months ended March 31, 2026 from the comparable period in 2025. The increase was primarily due to an increase in the bonus accrual and stock-based compensation PSU adjustments and the impact of merit-related pay increases, partially offset by higher capitalized labor and the impact from lower headcount.
Professional Services Expenses
Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in our use of these services in our business.
Professional services expenses decreased $5 million for the three months ended March 31, 2026 from the comparable period in 2025 primarily due to lower NYSE regulatory consulting fees.
Acquisition-Related Transaction and Integration Costs
We incurred $41 million and $32 million in acquisition-related transaction and integration costs during the three months ended March 31, 2026 and 2025, respectively, primarily due to integration costs related to Black Knight.
We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth. As a result, we may incur acquisition-related transaction costs in future periods.
Technology and Communication Expenses
Technology support services consist of costs for running our data centers, hosting costs paid to third-party data centers and maintenance of our computer hardware and software required to support our technology and cybersecurity. These costs are driven by system capacity, functionality and redundancy requirements. Communication expenses consist of costs for network connections for our electronic platforms and telecommunications costs.
Technology and communication expenses also include fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communications expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.
Technology and communications expenses increased $25 million for the three months ended March 31, 2026 from the comparable period in 2025 primarily due to increases in data center space, price increases on annual hardware and software maintenance contracts, and an increase in our revenue share license expenses.
Rent and Occupancy Expenses
Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.
Rent and occupancy expenses increased $3 million for the three months ended March 31, 2026 from the comparable period in 2025.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.
Selling, general and administrative expenses increased $9 million for the three months ended March 31, 2026 from the comparable period in 2025. The increase was primarily due to an increase in aircraft maintenance expenses, higher employee travel, higher non-income taxes and other fees and higher customer acquisition costs at the NYSE due to an increase in initial public offering activity. This was partially offset by a $4 million accrual related to a regulatory matter during the three months ended March 31, 2025 which did not recur in 2026.
Depreciation and Amortization Expenses
Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, purchased software, internally-developed software, furniture, fixtures and equipment over their estimated useful lives. This expense also includes amortization of intangible assets obtained in our acquisitions of businesses over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, technology, data and databases, trademarks, trade names and trading products.
We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of $237 million and $253 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was primarily related to certain intangible assets acquired in our 2015 and 2020 acquisitions becoming fully amortized in 2025.
We recorded depreciation expenses on our fixed assets of $147 million and $136 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to an increase in amortization of internally developed software assets.
Consolidated Non-Operating Income/(Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating. The following tables present our non-operating income/(expenses) (dollars in millions):
Three Months Ended March 31,
2026 2025 Change*
Other income/(expense):
Interest income
$ 24 $ 33 (28) %
Interest expense
(203) (206) (2)
Other income, net 411 19 n/a
Total other income/(expense), net
$ 232 $ (154) n/a
Net income attributable to non-controlling interests
$ (19) $ (15) 23 %
*Percentage changes in the table above deemed "n/a" are not meaningful
Interest Income
Interest income decreased during the three months ended March 31, 2026 from the same period in 2025 due to the following:
•During the three months ended March 31, 2025, we earned $7 million in interest income on short-term investments related to $500 million of the net proceeds from the 2031 Notes which we used to repay a portion of the aggregate principal amount of the May 2025 Notes at their maturity. As the short-term investments matured in May 2025 in conjunction with the maturity of the May 2025 Notes, no interest income was earned for the three months ended March 31, 2026 related to these investments.
•The remainder of our interest income was materially flat period over period and primarily relates to interest income earned from our clearing houses and, to a lesser extent, interest earned on various unrestricted and restricted cash balances held within our group entities.
Interest Expense
Interest expense during the three months ended March 31, 2026 was comparable with the same period in 2025.
•Interest expense incurred on our senior notes was $184 million and $194 million during the three months ended March 31, 2026 and 2025, respectively. The decrease was due to the redemption of the notes that matured in May and December 2025, partially offset by interest incurred on the new senior notes issued in November 2025.
•Interest expense incurred on borrowings under our Commercial Paper program was $15 million and $8 million during the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to higher outstanding commercial paper borrowings during the period.
•The remainder primarily relates to the interest incurred on maintaining our Credit Facility and other facilities within our group entities.
Other Income/(Expense), net
Equity and Equity Method Investments
For our equity investments that do not have readily determinable fair values, during the three months ended March 31, 2026, we recorded a $389 million fair value gain on our Polymarket investment related to identifying an observable price change.
Our equity method investments include OCC and Bakkt, among others. During the three months ended March 31, 2026 and 2025, we recognized income of $26 million and $29 million as our share of estimated equity method investment income, net, respectively. The estimated income is primarily related to our share of net income of OCC, partially offset by our share of net losses of Bakkt.
Other
We incurred foreign currency transaction losses of $3 million and $10 million for the three months ended March 31, 2026 and 2025, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.
Non-controlling Interests
Net income attributable to non-controlling interests increased $4 million for the three months ended March 31, 2026 from the comparable period in 2025 primarily due to higher net income at our non wholly-owned CDS clearing subsidiary.
Consolidated Income Tax Provision
Consolidated income tax expense was $465 million and $255 million for the three months ended March 31, 2026 and 2025, respectively. The change in consolidated income tax expense between periods was primarily due to higher pre-tax income in the current period and the changes in our effective tax rate.
Our effective tax rate was 25% and 24% during the three months ended March 31, 2026 and 2025, respectively. The effective tax rate for the three months ended March 31, 2026 was higher than the effective tax rate for the comparable period in 2025 primarily due to a deferred tax expense increase from state apportionment changes and reduced tax benefits from non-cash compensation, partially offset by tax benefits associated with prior year refund claims.
The 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 G7's June 2025 political agreement on a "Side-by-Side" system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. These Pillar Two rules did not have a material impact on our financial statements as of March 31, 2026 or December 31, 2025.
Foreign Currency Exchange Rate Impact
As an international business, our financial statements are impacted by changes in foreign currency exchange rates. Our exposure to foreign denominated earnings for the three months ended March 31, 2026 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):
Three Months Ended March 31, 2026
Pound Sterling Euro
Average exchange rate to the U.S. dollar in the current year period 1.3488 1.1710
Average exchange rate to the U.S. dollar in the same period in the prior year 1.2609 1.0531
Average exchange rate increase 7 % 11 %
Foreign denominated percentage of:
Exchanges segment revenues, less transaction-based expenses 14 % 17 %
Fixed income and data services segment revenues 5 % 5 %
Mortgage technology segment revenues - % - %
Revenues, less transaction-based expenses 9 % 12 %
Operating expenses 6 % 2 %
Operating income 11 % 19 %
Impact of the currency fluctuations(1) on:
Exchanges segment revenues, less transaction-based expenses $ 16 $ 31
Fixed income and data services segment revenues 2 3
Mortgage technology segment revenues - -
Total revenues, less transaction-based expenses $ 18 $ 34
Operating expenses 6 2
Operating income $ 12 $ 32
(1) Represents the impact of currency fluctuation for the three months ended March 31, 2026 compared to the same period in the prior year.
During the three months ended March 31, 2026 and 2025, 21% and 16% of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros, respectively. During each of the three months ended March 31, 2026 and 2025, 8% of our consolidated operating expenses were denominated in pounds sterling or euros.
As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues and expenses denominated in foreign currencies changes accordingly.
Liquidity and Capital Resources
Below are charts that reflect our outstanding debt and capital allocation. The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, if any, cash paid for equity and equity method investments and acquisition-related transaction and integration costs in each period.
We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends and the development of our technology platforms. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also incur additional debt or issue additional equity securities in the future.
Consolidated cash and cash equivalents were $863 million and $837 million as of March 31, 2026 and December 31, 2025, respectively. We had $957 million and $988 million in short-term and long-term restricted cash and cash equivalents as of March 31, 2026 and December 31, 2025, respectively. We had $954 million and $770 million in short-term and long-term restricted investments as of March 31, 2026 and December 31, 2025, respectively. We had $117.6 billion and $76.8 billion of cash and cash equivalent margin deposits and guaranty funds as of March 31, 2026 and December 31, 2025, respectively.
As of March 31, 2026, the amount of unrestricted cash held by our non-U.S. subsidiaries was $427 million. Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings for the period from January 1, 2018 through December 31, 2022 have been subject to immediate U.S. income taxation and can be distributed to the U.S. in the future with no material additional U.S. income tax consequences. We made and intend to apply the high tax exception to Global Intangible Low-Taxed Income for 2023, 2024 and 2025, thus the majority of our foreign earnings in 2023, 2024 and 2025 are not expected to be subject to immediate U.S. income taxation. For tax years beginning after December 31, 2025, the Net CFC Tested Income regime replaces the Global Intangible Low-Taxed Income regime under provisions of the One Big Beautiful Bill Act, or OBBBA, and largely mirrors the Global Intangible Low-Taxed Income regime, including the availability of the high tax exception. We intend to apply the high tax exception to Net CFC Tested Income for 2026 and, therefore, the majority of our foreign earnings in 2026 are not expected to be subject to immediate U.S. income taxation. These foreign earnings can generally be distributed to the U.S. with no material additional U.S. income tax consequences, primarily due to the availability of dividend received deductions.
Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets. We may invest a portion of our cash in excess of short-term operating needs in investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.
Cash Flow
The following table presents the major components of net changes in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds (in millions):
Three Months Ended March 31,
2026 2025
Net cash provided by/(used in):
Operating activities
$ 1,326 $ 966
Investing activities
(1,420) (2,153)
Financing activities
40,918 2,283
Effect of exchange rate changes
(8) 10
Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ 40,816 $ 1,106
Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation, fair value gains and losses and the effects of changes in working capital.
The $360 million increase in net cash provided by operating activities during the three months ended March 31, 2026 from the comparable period in 2025 was primarily driven by the following:
•An increase in net income of $620 million which was primarily driven by higher Exchange segment revenues during the three months ended March 31, 2026 and the non-cash fair value gain of $389 million on our Polymarket investment;
•An increase of $217 million in other non-cash adjustments to net income was primarily driven by the deferred tax impact from the fair value gain on the Polymarket investment and the application of the OBBBA tax provisions during 2026; and
•A decrease in changes in working capital accounts of $88 million primarily due to increased billing and corresponding market maker rebates within our Exchanges segment, partially offset by tax refunds received during 2026.
Investing Activities
The $733 million decrease in cash used in investing activities during the three months ended March 31, 2026 from the comparable period in 2025 was primarily driven by the following:
•During the three months ended March 31, 2026, we had net purchases of $300 million of invested margin deposits compared to net purchases of $1.9 billion during the three months ended March 31, 2025. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management;
•An increase in cash paid for equity investments of $802 million primarily from our Polymarket and OKX investments; and
•We had net purchases of restricted investments of $176 million during the three months ended March 31, 2026 compared to net purchases of restricted investments of $83 million for the three months ended March 31, 2025.
Financing Activities
The $38.6 billion increase in cash provided by financing activities during the three months ended March 31, 2026 from the comparable period in 2025 was primarily driven by the following:
•The change in cash and cash equivalent margin deposits and guaranty fund liability increased $38.1 billion due to increased volatility;
•During the three months ended March 31, 2026, we had net proceeds of commercial paper of $716 million as compared to net redemptions of $96 million during the three months ended March 31, 2025; and
•Cash paid for repurchases of common stock increased $310 million during the three months ended March 31, 2026 from the comparable period in 2025.
Debt
As of March 31, 2026, we had $20.4 billion in outstanding debt, consisting of $18.6 billion of senior notes and $1.8 billion under our Commercial Paper Program. As of March 31, 2026, our senior notes of $18.6 billion have a weighted average maturity of 13 years and a weighted average cost of 3.7% per annum. As of March 31, 2026 our commercial paper notes had original maturities ranging from 1 to 45 days with a weighted average interest rate of 4.1% per annum and a weighted average remaining maturity of 24 days.
We have a $3.9 billion Credit Facility with a maturity date of May 31, 2029. As of March 31, 2026, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.8 billion was required to back-stop the amount outstanding under our Commercial Paper Program and $168 million was required to support certain broker-dealer and other subsidiary commitments. The remaining $2.0 billion is available for working capital and general corporate purposes including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.
Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.
Upon maturity of our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time. If we were not able to issue new commercial paper, we have the option of drawing on the backstop revolving facility. However, electing to do so would result in higher interest expense.
For additional details of our debt instruments, refer to Note 7 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2025 Form 10-K.
Capital Return
In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time. Shares repurchased are held in treasury stock.
We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. From time to time, we have entered, and in the future may enter, into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common
stock. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.
In December 2025, we entered into a new Rule 10b5-1 trading plan that became effective on January 1, 2026. During the three months ended March 31, 2026, we repurchased a total of 3.5 million shares of our outstanding common stock at a cost of $551 million, of which 1.3 million shares were purchased on the open market at a cost of $200 million during an open trading period and the remainder under our 10b5-1 trading plan. During the three months ended March 31, 2025, we repurchased 1.4 million shares of our outstanding common stock at a cost of $241 million. The remaining balance of Board approved funds for future repurchases as of March 31, 2026 was $2.5 billion.
During the three months ended March 31, 2026 and 2025, we declared and paid cash dividends per share of $0.52 and $0.48, respectively, for an aggregate payout of $297 million and $278 million, respectively, which includes the payment of dividend equivalents on vested employee restricted stock units.
Future Capital Requirements
Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.
We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $740 million and $790 million in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
As of March 31, 2026, we had $2.5 billion authorized for future repurchases of our common stock. Refer to "-Capital Return" above for additional details on our stock repurchase program.
Our Board has adopted a quarterly dividend policy providing that dividends will be approved quarterly by the Board or the Audit Committee taking into account factors such as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives and our financial results and capital requirements, without a predetermined net income payout ratio. On April 30, 2026, we announced a $0.52 per share dividend for the second quarter of 2026 with the dividend payable on June 30, 2026 to stockholders of record as of June 15, 2026.
Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 7 and 11 to our consolidated financial statements included in this Quarterly Report for further discussion. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be favorable to us. See "-Debt" above.
Non-GAAP Measures
Non-GAAP Financial Measures
We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
We use these measures in communicating certain aspects of our results and performance, including in this Quarterly Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these
measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.
These financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE, and adjusted diluted earnings per share attributable to ICE common stockholders, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance. These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows:
Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated
Three Months Ended March 31,
Operating income adjustments: 2026 2025 2026 2025 2026 2025 2026 2025
Total revenues, less transaction-based expenses
$ 1,781 $ 1,367 $ 657 $ 596 $ 539 $ 510 $ 2,977 $ 2,473
Operating expenses
378 354 382 361 552 537 1,312 1,252
Less: Amortization of acquisition-related intangibles 16 16 36 38 185 199 237 253
Less: Transaction and integration costs - - - - 40 31 40 31
Less: Regulatory matter - 4 - - - - - 4
Adjusted operating expenses
$ 362 $ 334 $ 346 $ 323 $ 327 $ 307 $ 1,035 $ 964
Operating income/(loss) $ 1,403 $ 1,013 $ 275 $ 235 $ (13) $ (27) $ 1,665 $ 1,221
Adjusted operating income $ 1,419 $ 1,033 $ 311 $ 273 $ 212 $ 203 $ 1,942 $ 1,509
Operating margin
79 % 74 % 42 % 39 % (2) % (5) % 56 % 49 %
Adjusted operating margin
80 % 76 % 47 % 46 % 39 % 40 % 65 % 61 %
Net income adjustments:
Net income attributable to ICE $ 1,413 $ 797
Add: Amortization of acquisition-related intangibles 237 253
Add: Transaction and integration costs 40 31
Add: Regulatory matter - 4
Less: Net income from unconsolidated investees (26) (29)
Less: Fair value adjustments of equity investments (389) -
Add/(less): Income tax effect for the above items 39 (64)
Add: Deferred tax adjustments on acquisition-related intangibles 24 3
Adjusted net income attributable to ICE $ 1,338 $ 995
Diluted earnings per share attributable to ICE common stockholders $ 2.48 $ 1.38
Adjusted diluted earnings per share attributable to ICE common stockholders $ 2.35 $ 1.72
Diluted weighted average common shares outstanding 570 577
Amortization of acquisition-related intangibles is included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.
Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing, or termination of a transaction. However, we adjust for the acquisition-related transaction and integration costs for acquisitions such as Black Knight given the magnitude of the purchase price of the acquisition.
During the three months ended March 31, 2025 we adjusted $4 million related to a regulatory matter. We do not consider events of this type to be reflective of our core business.
Our investments are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature. We adjust for our share of net income or loss related to our equity method investments, which primarily include OCC and Bakkt. During the three months ended March 31, 2026, we also excluded $389 million of the Polymarket observable price change fair value gain under the measurement alternative guidance. We believe these adjustments provide greater clarity of our performance.
Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments and deferred tax adjustments on acquisition-related intangibles. Deferred tax adjustments on acquisition-related intangibles include a $24 million and
$3 million expense for the three months ended March 31, 2026 and 2025, respectively. These deferred adjustments on acquisition-related intangibles are primarily related to U.S. state apportionment changes.
Non-GAAP Liquidity Measures
We consider free cash flow and adjusted free cash flow to be non-GAAP liquidity measures that provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow and adjusted free cash flow are useful as the bases for comparing our performance to that of our competitors, and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business, as well as adjust for timing differences related to the payment of Section 31 fees. These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and may be different from non-GAAP measures used by other companies. Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions):
Three Months Ended March 31,
2026 2025
Net cash provided by operating activities $ 1,326 $ 966
Less: Capital expenditures (64) (85)
Less: Capitalized software development costs (112) (104)
Free cash flow $ 1,150 $ 777
Add: Section 31 fees, net - 56
Adjusted free cash flow $ 1,150 $ 833
For additional information on these items, refer to our consolidated financial statements included in this Quarterly Report and "-Liquidity and Capital Resources" above.
Off-Balance Sheet Arrangements
As described in Note 11 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.
Contractual Obligations and Commercial Commitments
During the three months ended March 31, 2026, there were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.
New and Recently Adopted Accounting Pronouncements
During the three months ended March 31, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our 2025 Form 10-K.
Critical Accounting Policies
During the three months ended March 31, 2026, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.
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