ICE

Business Context and Reporting Period

Company: Intercontinental Exchange, Inc. (ICE)
Filing Type: Form 8-K (Current Report)
Date of Report: August 21, 2026
Event Date: August 20, 2026
Context: The filing details significant amendments to existing credit facilities and the establishment of a new term loan facility to finance the pending acquisition of MarketAxess Holdings Inc. (the "MarketAxess Acquisition").

Key Financial Metrics and Debt Structure

This filing focuses on debt financing arrangements rather than operating performance metrics such as revenue or profit. Key debt metrics include:

• Revolving Credit Facility: Total aggregate commitments remain at $3.9 billion.
• Term Loan Facility: New delayed draw term loan facility established with an aggregate principal amount of $2.0 billion.
• Bridge Facility: Commitments permanently reduced from $6.2 billion to $0.
• Senior Unsecured Notes: Issued on August 20, 2026, resulting in gross proceeds of $3.73 billion.
• Interest Rates (Revolving): Term SOFR plus 0.750% to 1.375% (or 0.875% to 1.500% for non-consenting lenders); Base Rate plus 0.000% to 0.375% (or 0.500% for non-consenting lenders).
• Interest Rates (Term Loan): Term SOFR plus 0.625% to 1.250%; Base Rate plus 0.000% to 0.250%.

Material Changes Versus Prior Period

The following material changes to the Company's capital structure were executed on August 20, 2026:

• Revolving Credit Amendment (Fourteenth Amendment):
  • Extended the maturity date for consenting lenders (aggregate commitments of $3.67 billion) to August 20, 2031.
  • Established a new class of "MarketAxess Revolving Commitments" totaling $1.5 billion, specifically permitted for borrowing in connection with the MarketAxess Acquisition.
• New Term Loan Facility: Entered into a $2.0 billion delayed draw term loan facility maturing 24 months after the funding date. This facility has no required amortization.
• Bridge Facility Termination: The $6.2 billion bridge facility commitment was fully terminated and reduced to $0 following the issuance of senior notes and the effectiveness of the new term loan and revolving amendments.

Guidance, Outlook, and Management Commentary

Use of Proceeds:

• Term Loan Facility: Proceeds are expected to finance a portion of the MarketAxess Acquisition consideration, refinance existing MarketAxess indebtedness, and pay related transaction fees. Remaining capacity is available for working capital and general corporate purposes.
• MarketAxess Revolving Commitments: Available to finance acquisition consideration, refinance MarketAxess debt, or pay transaction costs. After a specific "MarketAxess certain funds period," these commitments may be used for general working capital.

Covenants: Both the amended Revolving Credit Agreement and the new Term Loan Credit Agreement contain customary covenants, including leverage ratio maintenance, limitations on liens and indebtedness, and restrictions on asset sales and fundamental changes. Outlook: The Company has secured permanent financing to replace temporary bridge financing, indicating progress in closing the MarketAxess Acquisition.

Important Facts for Investor Verification

• Verify the closing status and final consideration amount of the MarketAxess Acquisition.
• Confirm the specific terms of the "MarketAxess certain funds period" which dictates when the $1.5 billion revolving commitment becomes available for general corporate use.
• Monitor the Company's leverage ratio compliance given the new $2.0 billion term loan and $3.73 billion in senior notes.
• Review the full text of the Fourteenth Amendment (Exhibit 10.1) and Term Loan Credit Agreement (Exhibit 10.2) for detailed covenant restrictions.