Intercontinental Exchange, Inc. Prices Notes Offering for $3.75B

The offering consisted of four fixed-rate tranches: $1,250,000,000 of 4.700% senior notes due August 20, 2029; $1,100,000,000 of 4.900% senior notes due September 1, 2031; $650,000,000 of 5.150% senior notes due September 1, 2033; and $750,000,000 of 5.400% senior notes due September 1, 2036. There is no floating-rate tranche in the final structure. Interest on the 2029 notes is payable semi-annually on each February 20 and August 20, beginning February 20, 2027; interest on the 2031, 2033 and 2036 notes is payable semi-annually on each March 1 and September 1, beginning March 1, 2027. Public offering prices were 99.735% of par for the 2029 notes, 99.488% for the 2031 notes, 99.370% for the 2033 notes and 99.128% for the 2036 notes, with underwriting discounts of 0.350%, 0.600%, 0.625% and 0.650% of principal, respectively, for each tranche.

The net proceeds of approximately $3.71 billion, together with anticipated borrowings under a new senior unsecured term loan facility, issuance of commercial paper, borrowings under ICE's revolving credit facility, cash on hand and/or borrowings under a bridge facility, are intended to finance the purchase price of ICE's pending acquisition of MarketAxess Holdings Inc., announced July 29, 2026, under which ICE will pay $167.00 per share in cash for aggregate consideration of approximately $6.0 billion. The 2033 and 2036 notes are designated 'SMR notes' and are subject to special mandatory redemption at 101% of principal plus accrued interest if the MarketAxess acquisition is not consummated by an outside date of July 29, 2027 (subject to up to two six-month extensions to January 29, 2028 and July 29, 2028 if regulatory approvals remain outstanding) or if the merger agreement is terminated beforehand. The 2029 and 2031 notes (the 'non-SMR notes') carry no such special mandatory redemption right; if the MarketAxess acquisition is not completed, ICE intends to use the non-SMR notes' net proceeds of approximately $2.33 billion for general corporate purposes, including paying down commercial paper or repurchasing/redeeming outstanding senior notes.

Each tranche is also optionally redeemable by ICE in whole or in part at any time prior to its par call date at a make-whole price equal to the greater of the present value of remaining scheduled payments (discounted at the Treasury Rate plus 10 basis points for the 2029 and 2031 notes, or plus 15 basis points for the 2033 and 2036 notes) or 100% of principal, plus accrued interest; on or after the applicable par call date (one month before maturity for the 2029 and 2031 notes, two months before maturity for the 2033 notes, and three months before maturity for the 2036 notes), redemption is at par plus accrued interest. The notes are general unsecured, unsubordinated obligations of ICE, rank equally with its other unsecured debt, and are not listed on any exchange. The governing indenture (dated August 13, 2018, as supplemented by an Eighth Supplemental Indenture dated August 20, 2026, with Computershare Trust Company, National Association, as successor trustee) contains covenants limiting ICE's and certain subsidiaries' ability to create liens, enter sale-and-leaseback transactions, and consolidate, merge or transfer substantially all assets. The prospectus supplement states ICE expects the notes to be rated by one or more nationally recognized statistical rating organizations but does not disclose specific ratings or rating agencies in the filing.

The joint book-running managers were BofA Securities, Wells Fargo Securities, Goldman Sachs & Co. LLC, Mizuho, MUFG (lead for the 2036 notes), Citigroup (lead for the 2029 notes), Fifth Third Securities (lead for the 2033 notes) and PNC Capital Markets LLC (lead for the 2031 notes). Senior co-managers were BBVA, BMO Capital Markets and Huntington Capital Markets. Co-managers were M&T Securities, KeyBanc Capital Markets and Societe Generale. The underwriting agreement, dated August 11, 2026, named BofA Securities, Inc., Wells Fargo Securities, LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc. and PNC Capital Markets LLC as representatives of the underwriters.

Sullivan & Cromwell LLP acted as counsel to ICE on the validity of the notes, and Davis Polk & Wardwell LLP acted as counsel to the underwriters, both New York, New York, per the prospectus supplement's 'Validity of Securities' section.

The offering itself has closed, with notes issued and net proceeds received on August 20, 2026. The MarketAxess acquisition that the proceeds are intended to fund remains pending, subject to MarketAxess stockholder approval, expiration of the HSR Act waiting period, and other customary regulatory approvals.