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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 30, 2026

 

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-36198 46-2286804
(State or other jurisdiction
of incorporation)
(Commission File No.) (I.R.S. Employer
Identification Number)

 

5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (770) 857-4700

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which
Registered
Common Stock, $0.01 par value per share   ICE   New York Stock Exchange
        NYSE Texas, Inc.

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On April 30, 2026, Intercontinental Exchange, Inc. (“ICE”) announced its financial results for the fiscal quarter ended March 31, 2026. A copy of ICE’s press release announcing such financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained herein, including the attached press release, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.

 

ICE makes references to non-GAAP financial information in the attached press release. A description of the non-GAAP financial information and a reconciliation of the non-GAAP financial information to the comparable GAAP financial measures are contained in the attached press release and ICE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No. Description
   
99.1 Press release dated April 30, 2026.
   
104 The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INTERCONTINENTAL EXCHANGE, INC.
     
Date: April 30, 2026 /s/ A. Warren Gardiner
    A. Warren Gardiner
    Chief Financial Officer

 

 

 

EX-99.1 2 tm2612824d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Intercontinental Exchange Reports Record First Quarter 2026

 

• Record 1Q26 net revenues of $3.0 billion, +20% y/y

 

• 1Q26 GAAP diluted earnings per share (EPS) of $2.48, +80% y/y

 

• 1Q26 adj. diluted EPS of $2.35, +37% y/y

 

• Record 1Q26 operating income of $1.7 billion, +36% y/y; record adj. operating income of $1.9 billion, +29% y/y

 

• 1Q26 operating margin of 56%; adj. operating margin of 65%

 

• Through March 31, 2026, returned $848 million to stockholders, including over $550 million in share repurchases

 

Jeff Sprecher,

ICE Chair & Chief Executive Officer, said,

"We are pleased to report record first quarter results, driven by the strength of our diversified platform and the continued trust of our global customers. In a quarter marked by significant macroeconomic and geopolitical uncertainty, our customers increasingly relied on our mission-critical markets, data, and technology to navigate complexity and manage risk. The breadth of our business model, spanning exchanges, fixed income, and mortgage technology, continues to provide resilience and multiple avenues for growth. As we look to the balance of the year and beyond, ICE is well positioned to serve our customers, drive innovation, and create value for our stockholders."

 

ATLANTA & NEW YORK, April 30, 2026 - Intercontinental Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results for the first quarter of 2026. For the quarter ended March 31, 2026, consolidated net income attributable to ICE was $1.4 billion on $3.0 billion of consolidated revenues, less transaction-based expenses. First quarter GAAP diluted EPS were $2.48. Adjusted net income attributable to ICE was $1.3 billion in the first quarter and adjusted diluted EPS were $2.35. Please refer to the reconciliation of non-GAAP financial measures included in this press release for more information on our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted EPS and adjusted free cash flow.

 

Warren Gardiner, ICE Chief Financial Officer, added: "ICE's first quarter results reflect the durability and quality of our business model, delivering record revenues and record operating income. Our strong cash flows enabled us to return $848 million to stockholders, including over $550 million in share repurchases, while also investing in strategic growth initiatives and maintaining leverage within our target range. Looking ahead, we remain focused on disciplined investment, operational rigor, and creating value for our stockholders." First quarter consolidated net revenues were $3.0 billion including exchange net revenues of $1.8 billion, fixed income and data services revenues of $657 million and mortgage technology revenues of $539 million.

 

 


 

First Quarter 2026 Business Highlights

 

Consolidated operating expenses were $1.3 billion for the first quarter of 2026. On an adjusted basis, consolidated operating expenses were $1.0 billion. Consolidated operating income for the first quarter was $1.7 billion, and the operating margin was 56%. On an adjusted basis, consolidated operating income for the first quarter was $1.9 billion, and the adjusted operating margin was 65%.

 

 

$ (in millions)   Net Revenues     Op Margin     Adj Op Margin  
          1Q26          
Exchanges   $ 1,781       79 %     80 %
Fixed Income and Data Services   $ 657       42 %     47 %
Mortgage Technology   $ 539       (2 )%     39 %
Consolidated   $ 2,977       56 %     65 %
                         
      1Q26     1Q25     % Chg  
Recurring Revenues   $ 1,320     $ 1,236       7 %
Transaction Revenues, net   $ 1,657     $ 1,237       34 %

 

 


 

Exchanges Segment Results

 

First quarter exchange net revenues were $1.8 billion. Exchange operating expenses were $378 million, and adjusted operating expenses were $362 million in the first quarter. Segment operating income for the first quarter was $1.4 billion, and the operating margin was 79%. On an adjusted basis, operating income was $1.4 billion, and the adjusted operating margin was 80%.

 

$ (in millions)     1Q26     1Q25     % Chg       Const Curr(1)  
Revenues, net:                                
Energy   $ 814     $ 557       46 %     41 %
Ags and Metals     81       64       26 %     25 %
Financials(2)     256       156       65 %     56 %
Cash Equities and Equity Options, net     123       119       3 %     3 %
OTC and Other(3)     102       103       (1 )%     (2 )%
Data and Connectivity Services     277       246       13 %     13 %
Listings     128       122       5 %     5 %
Segment Revenues   $ 1,781     $ 1,367       30 %     27 %
                                 
Recurring Revenues   $ 405     $ 368       10 %     10 %
Transaction Revenues, net   $ 1,376     $ 999       38 %     33 %

 

(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 1Q25, 1.2609 and 1.0531, respectively.

 

(2) Financials include interest rates and other financial futures and options.

 

(3) OTC & Other includes 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 member fees, bilateral trading fees, non-exchange execution revenue, electronic trade document confirmation services, and agriculture grading and certification fees.

 

Fixed Income and Data Services Segment Results

 

First quarter fixed income and data services revenues were $657 million. Fixed income and data services operating expenses were $382 million, and adjusted operating expenses were $346 million in the first quarter. Segment operating income for the first quarter was $275 million, and the operating margin was 42%. On an adjusted basis, operating income was $311 million, and the adjusted operating margin was 47%.

 

$ (in millions)     1Q26     1Q256     % Chg       Const Curr(1)  
Revenues:                                
Fixed Income Execution   $ 31     $ 31       %     %
CDS Clearing     112       94       19 %     18 %
Fixed Income Data and Analytics     322       299       8 %     7 %
Data and Network Technology     192       172       12 %     11 %
Segment Revenues   $ 657     $ 596       10 %     9 %
                                 
Recurring Revenues   $ 514     $ 471       9 %     8 %
Transaction Revenues   $ 143     $ 125       14 %     14 %

 

(1) Revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 1Q25, 1.2609 and 1.0531, respectively.

 

 


 

Mortgage Technology Segment Results

 

First quarter mortgage technology revenues were $539 million. Mortgage technology operating expenses were $552 million, and adjusted operating expenses were $327 million in the first quarter. Segment operating loss for the first quarter was $13 million, and the operating margin was (2)%. On an adjusted basis, operating income was $212 million, and the adjusted operating margin was 39%.

 

$ (in millions)     1Q26     1Q25     % Chg  
Revenues:                        
Origination Technology   $ 192     $ 175       10 %
Closing Solutions     57       47       20 %
Servicing Software     222       221       1 %
Data and Analytics     68       67       1 %
Segment Revenues   $ 539     $ 510       6 %
                         
Recurring Revenues   $ 401     $ 397       1 %
Transaction Revenues   $ 138     $ 113       22 %

 

Other Matters

 

Operating cash flow through the first quarter of 2026 was $1.3 billion and adjusted free cash flow was $1.2 billion.
Unrestricted cash was $863 million and outstanding debt was $20.4 billion as of March 31, 2026.
Through the first quarter of 2026, ICE repurchased $551 million of its common stock and paid $297 million in dividends.

 

Updated Financial Guidance

 

ICE's full year 2026 GAAP operating expenses are expected to be in a range of $5.095 billion to $5.145 billion. Adjusted operating expenses(1) are expected to be in a range of $4.145 billion to $4.195 billion.

 

ICE's second quarter 2026 GAAP operating expenses are expected to be in a range of $1.280 billion to $1.290 billion. Adjusted operating expenses(1) are expected to be in a range of $1.030 billion to $1.040 billion.

 

ICE's second quarter 2026 GAAP non-operating expense is expected to be in the range of $160 million to $165 million. Adjusted non-operating expense(2) is expected to be in the range of $180 to $185 million.

 

ICE's diluted share count for the second quarter is expected to be in the range of 565 million to 571 million weighted average shares outstanding.

 

(1) 2026 and 2Q26 non-GAAP operating expenses exclude amortization of acquisition-related intangibles and integration expenses.

 

(2) Adjusted non-operating expense excludes equity earnings from unconsolidated investees.

  

Earnings Conference Call Information

 

ICE will hold a conference call today, April 30, 2026, at 8:30 a.m. ET to review its first quarter 2026 financial results. A live audio webcast of the earnings call will be available on the company's website at www.ice.com in the investor relations section. Participants may also listen via telephone by dialing 833-470-1428 from the United States or 404-975-4839 from outside of the United States. Telephone participants are required to provide the participant entry number 319905 and are recommended to call 10 minutes prior to the start of the call. The call will be archived on the company's website for replay.

 

The conference call for the second quarter 2026 earnings has been scheduled for July 30th, 2026 at 8:30 a.m. ET. Please refer to the Investor Relations website at www.ir.theice.com for additional information.

 

Historical futures, options and cash ADV, rate per contract, open interest data and CDS cleared information can be found at: https://ir.theice.com/investor-resources/supplemental-information/default.aspx

 

 


 

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)

 

 

    Three Months Ended March 31,  
Revenues:   2026     2025  
Exchanges   $ 2,470     $ 2,123  
Fixed income and data services     657       596  
Mortgage technology     539       510  
Total revenues     3,666       3,229  
Transaction-based expenses:                
Section 31 fees           262  
Cash liquidity payments, routing and clearing     689       494  
Total revenues, less transaction-based expenses     2,977       2,473  
                 
Operating expenses:                
Compensation and benefits     505       481  
Professional services     35       40  
Acquisition-related transaction and integration costs     41       32  
Technology and communication     238       213  
Rent and occupancy     24       21  
Selling, general and administrative     85       76  
Depreciation and amortization     384       389  
Total operating expenses     1,312       1,252  
Operating income     1,665       1,221  
Other income/(expense):                
Interest income     24       33  
Interest expense     (203 )     (206 )
Other income, net     411       19  
Total other income/(expense), net     232       (154 )
Income before income tax expense     1,897       1,067  
Income tax expense     465       255  
Net income   $ 1,432     $ 812  
Net income attributable to non-controlling interests     (19 )     (15 )
Net income attributable to Intercontinental Exchange, Inc.   $ 1,413     $ 797  
                 
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:                
Basic   $ 2.49     $ 1.39  
Diluted   $ 2.48     $ 1.38  
Weighted average common shares outstanding:                
Basic     567       574  
Diluted     570       577  

 

 


 

Consolidated Balance Sheets

(In millions)

 

 

As of
March 31, 2026
(Unaudited)

   

As of

December 31, 2025 

 
Assets:            
Current assets:                
Cash and cash equivalents   $ 863     $ 837  
Short-term restricted cash and cash equivalents     631       748  
Short-term restricted investments     884       629  
Cash and cash equivalent margin deposits and guaranty funds     117,610       76,789  
Invested deposits, delivery contracts receivable and unsettled variation margin     4,016       4,437  
Customer accounts receivable, net     2,382       1,552  
Prepaid expenses and other current assets     679       786  
Total current assets     127,065       85,778  
Property and equipment, net     2,707       2,691  
Other non-current assets:                
Goodwill     30,634       30,646  
Other intangible assets, net     15,108       15,353  
Long-term restricted cash and cash equivalents     326       240  
Long-term restricted investments     70       141  
Other non-current assets     3,267       2,038  
Total other non-current assets     49,405       48,418  
Total assets   $ 179,177     $ 136,887  
Liabilities and Equity:                
Current liabilities:                
Accounts payable and accrued liabilities   $ 1,311     $ 1,078  
Accrued salaries and benefits     161       455  
Deferred revenue     640       204  
Short-term debt     1,751       1,035  
Margin deposits and guaranty funds     117,610       76,789  
Invested deposits, delivery contracts payable and unsettled variation margin     4,016       4,437  
Other current liabilities     200       118  
Total current liabilities     125,689       84,116  
Non-current liabilities:                
Non-current deferred tax liability, net     4,136       3,998  
Long-term debt     18,619       18,609  
Accrued employee benefits     173       174  
Non-current operating lease liability     615       635  
Other non-current liabilities     383       364  
Total non-current liabilities     23,926       23,780  
Total liabilities     149,615       107,896  
Commitments and contingencies                
Redeemable non-controlling interest in consolidated subsidiaries     32       22  

 

Equity:            
Intercontinental Exchange, Inc. stockholders’ equity:                
Common stock     7       7  
Treasury stock, at cost     (8,442 )     (7,792 )
Additional paid-in capital     16,767       16,643  
Retained earnings     21,397       20,281  
Accumulated other comprehensive loss     (251 )     (224 )
Total Intercontinental Exchange, Inc. stockholders’ equity     29,478       28,915  
Non-controlling interest in consolidated subsidiaries     52       54  
Total equity     29,530       28,969  
Total liabilities and equity   $ 179,177     $ 136,887  

 

 


 

Non-GAAP Financial Measures and Reconciliation
We use non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our GAAP results and the accompanying reconciliation, we believe that our presentation of these measures provides 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 period-to-period comparison of results because the items described below as adjustments to GAAP are not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. 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 strongly recommend that investors review the GAAP financial measures and additional non-GAAP information included in our Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto.

 

Adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders, adjusted diluted earnings per share and adjusted free cash flow for the periods presented below are calculated by adding or subtracting the adjustments described below, which are not reflective of our cash operations and core business performance, and their related income tax effect and other tax adjustments (in millions, except for per share amounts):

 

 


 

Adjusted Operating Income, Operating Margin and Operating Expense Reconciliation

(In millions)

(Unaudited)

 

    Exchanges Segment     Fixed Income and Data Services Segment     Mortgage Technology  Segment     Consolidated  
    Three Months Ended March 31,  
    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 %

  

 


 

Adjusted Net Income Attributable to ICE and Diluted EPS

(In millions)

(Unaudited)

 

    Three Months Ended March 31, 2026     Three Months Ended March 31, 2025  
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  

  

 


 

Adjusted Free Cash Flow Calculation

(In millions)

(Unaudited)

 

    Three Months Ended March 31, 2026     Three Months Ended March 31, 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  

 

 


 

About Intercontinental Exchange

 

Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks that connect people to opportunity. We provide financial technology and data services across major asset classes helping our customers access mission-critical workflow tools that increase transparency and efficiency. ICE’s futures, equity, and options exchanges – including the New York Stock Exchange – and clearing houses help people invest, raise capital and manage risk. We offer some of the world’s largest markets to trade and clear energy and environmental products. Our fixed income, data services and execution capabilities provide information, analytics and platforms that help our customers streamline processes and capitalize on opportunities. At ICE Mortgage Technology, we are transforming U.S. housing finance, from initial consumer engagement through loan production, closing, registration and the long-term servicing relationship. Together, ICE transforms, streamlines and automates industries to connect our customers to opportunity.

 

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at https://www.ice.com/privacy-security-center/terms-of-use. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 5, 2026. We caution you not to place undue reliance on these 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 forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, 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.

 

SOURCE: Intercontinental Exchange

 

Category: Corporate

 

 

ICE Investor Relations Contact:

Steve Eagerton

+1 904 854 3683

steve.eagerton@ice.com

 

investors@ice.com

 

ICE Media Contact:

Rebecca Mitchell

+44 207 065 7804

rebecca.mitchell@ice.com

 

media@ice.com