Intercontinental Exchange (NYSE: ICE) plans $6.0B all-cash acquisition of MarketAxess

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. is entering into an all-cash agreement to acquire MarketAxess Holdings Inc. via a merger in which MarketAxess will become a wholly owned subsidiary. Each share of MarketAxess common stock will be converted at closing into $167.00 in cash, representing an equity value of approximately $6.0 billion, an enterprise value of approximately $5.7 billion, and a 33% premium to MarketAxess’s July 29, 2026 closing price.

ICE plans to fund the consideration and related costs with a combination of cash and incremental debt, supported by a committed $6.25 billion, 364‑day senior unsecured bridge facility from Bank of America as backup financing; completion of financing is not a condition to closing. Most MarketAxess equity awards will roll into ICE options and RSUs based on an exchange ratio tied to ICE’s 10‑day volume‑weighted average price, while certain director and former-employee awards will be cashed out.

The merger is subject to MarketAxess stockholder approval, expiration of Hart‑Scott‑Rodino waiting periods, other regulatory clearances and absence of a Company Material Adverse Effect; ICE stockholder approval is not required. MarketAxess is generally restricted from soliciting competing bids but may consider a Superior Proposal, in which case it may owe ICE a $148,800,000 termination fee. ICE may owe MarketAxess a $327,400,000 regulatory termination fee if the deal fails for specified antitrust reasons. The companies expect closing in the first half of 2027 and state that the transaction is expected to be accretive to ICE’s adjusted EPS in the first year and create a more integrated global fixed income marketplace.

Positive

• $6.0 billion all-cash acquisition of MarketAxess expands ICE’s fixed income trading, data and index footprint and is stated to be accretive to adjusted EPS in the first year.
• ICE has access to a $6.25 billion bridge facility and indicates it can finance the deal entirely in cash while reaffirming ongoing share repurchases.

Negative

• If antitrust approvals are not obtained under specified conditions, ICE may owe MarketAxess a $327,400,000 regulatory termination fee, highlighting regulatory and execution risk around closing.

Filing Explained

Any ownership effect for existing ICE holders is conditional on later issuance of award-related shares, whose quantity is not stated.

The signed merger agreement would reserve ICE common shares for MarketAxess equity awards that convert at closing; this filing itself reports no issuance of those shares.

MarketAxess options, time-based RSUs and PSUs generally convert into ICE awards using a closing-date exchange ratio; incomplete PSUs become time-based rather than performance-based.

If reserved shares are later issued, additional shares would reduce existing ICE holders’ percentage ownership absent offsetting changes; the filing does not state the resulting share count.

The agreement sets the effective time as the point for award conversion, and says any needed Form S-8 would be filed as soon as practicable afterward.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash merger price: $167.00 per share Equity value: $6.0 billion Enterprise value: $5.7 billion +5 more

8 metrics

Cash merger price $167.00 per share Cash consideration for each share of MarketAxess common stock at the Effective Time

Equity value $6.0 billion Approximate equity value of MarketAxess implied by the $167.00 per-share price

Enterprise value $5.7 billion Approximate total enterprise value for MarketAxess in the transaction

Premium to prior close 33% Premium to MarketAxess’s closing share price on July 29, 2026

Bridge Facility $6.25 billion 364-day senior unsecured bridge facility committed by Bank of America to backstop financing

MarketAxess termination fee $148,800,000 Fee payable by MarketAxess to ICE upon certain Superior Proposal or recommendation-change outcomes

Regulatory termination fee $327,400,000 Fee payable by ICE to MarketAxess if the merger fails for specified antitrust-related reasons

Termination Date July 29, 2027 Outside date for closing, subject to up to two automatic six-month extensions

Key Terms

Exchange Ratio, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Company Material Adverse Effect, Superior Proposal, +2 more

6 terms

Exchange Ratio financial

"based on an exchange ratio equal to the Merger Consideration divided by the volume-weighted average trading price"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

Company Material Adverse Effect regulatory

"the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect"

A company material adverse effect is a significant, harmful change in a company’s business, financial condition, or operations that makes it much less valuable or viable. Investors care because this kind of change can trigger contract protections, delay or cancel deals, and often leads to a sharp re-evaluation of the stock — like discovering a serious health problem that suddenly changes future prospects and insurance coverage.

Superior Proposal financial

"if the proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal"

A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.

Bridge Facility financial

"a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $6.25 billion (the “Bridge Facility”)"

A bridge facility is a short-term loan or credit line companies use to cover immediate cash needs while they arrange longer-term financing, sell assets, or complete a larger funding deal. Investors care because it temporarily props up a company’s finances and can signal urgent funding gaps; like a bridge that lets traffic keep moving until a permanent road is built, it reduces short-term default risk but may carry higher cost or dilution if extended.

termination fee financial

"The Merger Agreement provides for the payment of a termination fee under specified circumstances"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 07/30/2026 - 07:33 AM Accepted by SEC EDGAR 07/30/2026 - 07:32 AM Learn about SEC filing dates

FAQ

What did Intercontinental Exchange (ICE) announce regarding MarketAxess?

Intercontinental Exchange agreed to acquire MarketAxess in an all-cash merger where each MarketAxess share will receive $167.00. MarketAxess will become a wholly owned ICE subsidiary once customary stockholder and regulatory conditions are satisfied.

What is the total value of ICE’s acquisition of MarketAxess (ICE)?

The deal values MarketAxess at an equity value of approximately $6.0 billion and a total enterprise value of about $5.7 billion. The $167.00 per‑share cash price represents a 33% premium to MarketAxess’s July 29, 2026 closing price.

How will Intercontinental Exchange (ICE) finance the MarketAxess acquisition?

ICE plans to fund the acquisition using available cash and incremental debt, supported by a $6.25 billion, 364‑day senior unsecured bridge facility from Bank of America as backup. Financing availability is explicitly not a condition to ICE’s obligation to close the transaction.

What are the key conditions to closing the ICE–MarketAxess merger (ICE)?

Closing requires MarketAxess stockholder approval, expiration or termination of the Hart‑Scott‑Rodino waiting period, other required regulatory approvals, and absence of legal prohibitions and a Company Material Adverse Effect. ICE stockholder approval is not required for the merger to proceed.

What termination fees are involved in the Intercontinental Exchange (ICE) and MarketAxess deal?

MarketAxess may owe ICE a termination fee of $148,800,000 in certain Superior Proposal or recommendation‑change scenarios. ICE may owe MarketAxess a $327,400,000 regulatory termination fee if the deal fails for specified antitrust-related reasons with other closing conditions satisfied.

How will MarketAxess equity awards be treated in the ICE acquisition (ICE)?

Most MarketAxess options, RSUs and PSUs will convert into ICE equity awards using an exchange ratio equal to $167.00 divided by ICE’s 10‑day VWAP. Certain director and former‑employee awards instead vest and are cashed out for amounts based on the cash merger consideration.

When is the Intercontinental Exchange (ICE) acquisition of MarketAxess expected to close?

ICE and MarketAxess state that the transaction is expected to close in the first half of 2027, subject to obtaining MarketAxess stockholder approval, required antitrust and financial regulatory clearances, and satisfaction or waiver of other customary closing conditions.

false 0001571949 0001571949 2026-07-29 2026-07-29

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): July 29, 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 Indicate by check 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 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

Overview

On July 29, 2026, Intercontinental Exchange, Inc., a Delaware corporation (“ICE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MarketAxess Holdings Inc., a Delaware corporation (“MarketAxess”), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of ICE (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into MarketAxess (the “Merger”), with MarketAxess surviving as a wholly owned subsidiary of ICE.

ICE’s board of directors has unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair and in the best interests of ICE and its stockholders, and approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

Merger Consideration

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.003 per share, of MarketAxess (“MarketAxess Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of MarketAxess Common Stock (i) owned by ICE, Merger Sub or any of their respective subsidiaries, (ii) held by MarketAxess as treasury stock or owned by any subsidiary of MarketAxess (other than shares held with respect to the MarketAxess ESPP (as defined below)) and (iii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), will be converted into the right to receive $167.00 in cash per share, without interest (the “Merger Consideration”).

Financing of the Merger

ICE expects to finance the payment of the aggregate Merger Consideration and the other amounts payable in connection with the Merger through a combination of available cash and incremental debt financing. However, there can be no assurance that such incremental debt financing will be completed. The receipt, availability, consummation or funding of any debt, equity or other financing is not a condition to ICE’s or Merger Sub’s obligations to consummate the Merger, and neither ICE nor Merger Sub may rely on the unavailability of financing as a basis for failing to consummate the Merger or as a defense to a claim for specific performance.

On July 29, 2026, ICE, Bank of America, N.A. and BofA Securities, Inc. entered into a financing commitment letter (the “Commitment Letter”) for a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $6.25 billion (the “Bridge Facility”). The purpose of the Bridge Facility is to provide backup financing to fund, in part, the acquisition and to pay related fees, commissions and expenses, if the incremental debt financing is not available as of the Effective Time. The funding of the Bridge Facility is subject to ICE’s compliance with customary terms and conditions precedent for such borrowing as set forth in the Commitment Letter, including, among others, (i) the execution and delivery by ICE of definitive documentation consistent with the Commitment Letter, (ii) that the Merger shall have been consummated substantially concurrently with the funding under the Bridge Facility substantially in accordance with the terms of the Merger Agreement, and (iii) the absence of certain events of default. The receipt or availability of any financing by ICE, including the Bridge Facility, is not a condition to ICE’s obligation to consummate the Merger.

-2-

Treatment of MarketAxess Equity Awards

At the Effective Time, (i) each outstanding option to purchase MarketAxess Common Stock (other than rights to purchase MarketAxess Common Stock under the MarketAxess ESPP (as defined below)) (a “MarketAxess Option”), whether vested or unvested, will be converted into an option to purchase shares of ICE common stock (an “ICE Option”), par value $0.01 per share (“ICE Common Stock”), and (ii) each outstanding time-based restricted stock unit in respect of MarketAxess Common Stock (a “MarketAxess RSU”), other than any such MarketAxess RSU held by a member of the board of directors of MarketAxess (the “MarketAxess Board”) who is not also an employee of MarketAxess or any of its subsidiaries (a “Director RSU”), will be converted into a restricted stock unit denominated in shares of ICE Common Stock (an “ICE RSU”). The number of shares of ICE Common Stock subject to each ICE Option and ICE RSU and, in the case of a MarketAxess Option, the applicable exercise price, will be adjusted based on an exchange ratio equal to the Merger Consideration divided by the volume-weighted average trading price per share of ICE Common Stock on the New York Stock Exchange for the ten consecutive trading days ending on and including the trading day immediately preceding the closing date, subject to the applicable rounding and adjustment provisions of the Merger Agreement (the “Exchange Ratio”). Except as otherwise provided in the Merger Agreement, each ICE Option and ICE RSU will remain subject to the same terms and conditions applicable immediately prior to the Effective Time. At the Effective Time, each Director RSU will become fully vested and will terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment in the amount equal to the sum of (A) the product of (i) the number of MarketAxess Common Stock underlying such Director RSU prior to the Effective Time, multiplied by (ii) the Merger Consideration, plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Director RSU. Following the Effective Time, no such Director RSU that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Director RSU will cease to have any rights with respect thereto, except the right to receive the consideration in accordance with the terms and conditions set forth in the Merger Agreement.

At the Effective Time, each outstanding performance-based restricted stock unit in respect of MarketAxess Common Stock (a “MarketAxess PSU”) will be converted into a time-based restricted stock unit denominated in shares of ICE Common Stock (an “ICE PSU”). The number of shares of ICE Common Stock subject to each ICE PSU will be determined based on (i) actual achievement for completed performance periods and (ii) for incomplete performance periods, the greater of target achievement and actual achievement through the Effective Time, as reasonably determined in good faith by the compensation committee of the MarketAxess Board and multiplied by the Exchange Ratio. Following the Effective Time, each ICE PSU will continue to be governed by the same terms and conditions applicable immediately prior to the Effective Time, except that it will be subject solely to time-based vesting and any performance-based vesting conditions will no longer apply.

At or prior to the Effective Time, ICE will reserve for future issuance a number of shares of ICE Common Stock at least equal to the number of shares of ICE Common Stock that will be subject to ICE Options and ICE RSUs (other than the Other Awards (as defined below)) as a result of the actions contemplated by the Merger Agreement. As soon as practicable after the Effective Time, if and to the extent necessary to cause a sufficient number of shares of ICE Common Stock to be registered and issuable with respect to such ICE Options and ICE RSUs, ICE will prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 with respect to the shares of ICE Common Stock subject to such ICE Options and ICE RSUs. If any to the extent that any shares of ICE Common Stock subject to an ICE Option or ICE RSU could not be covered by such Form S-8 as a result of the holder thereof being a former employee of MarketAxess, then in lieu of the conversion of the corresponding MarketAxess Option (“Other Option”), MarketAxess RSU (“Other RSU”) or MarketAxess PSU (“Other PSU”) and together with the Other Options and Other RSUs, the “Other Awards”)) into an ICE Option or ICE RSU, as applicable, such Other Option, Other RSU or Other PSU will be treated as follows:

At the Effective Time, with respect to each Other Option, whether vested or unvested, (i) if the ICE Common Stock exercise price of such Other Option is equal to or greater than the Merger Consideration, such Other Option will terminate and be automatically cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, or (ii) if the ICE Common Stock exercise price of such Other Option is less than the Merger Consideration, such Other Option will become fully vested (to the extent unvested or to the extent such Other Option would not otherwise vest) and will terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment in the amount equal to the product of (x) the number of ICE Common Stock underlying the Other Option immediately prior to the Effective Time, multiplied by (y) an amount equal to the Merger Consideration minus the ICE Common Stock exercise price of such Other Option, less applicable taxes required to be withheld with respect to such payment. Following the Effective Time, no such Other Option that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Other Option will cease to have any rights with respect thereto, except the right to receive the consideration set forth in the Merger Agreement.

-3-

At the Effective Time, each Other RSU and Other PSU will become fully vested and will terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment in the amount equal to the sum of (A) the product of (i) the number of ICE Common Stock underlying such Other RSU or Other PSU prior to the Effective Time, with the number of ICE Common Stock underlying any Other PSU determined as set forth in the Merger Agreement, multiplied by (ii) the Merger Consideration, plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Other RSU or Other PSU. Following the Effective Time, no such Other RSU or Other PSU that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Other RSU or Other PSU will cease to have any rights with respect thereto, except the right to receive the consideration set forth in the Merger Agreement.

MarketAxess will also take specified actions to wind down the MarketAxess 2022 Employee Stock Purchase Plan and related sub-plan (the “MarketAxess ESPP”), including ending the final offering period no later than the closing date, using participants’ accumulated payroll deductions to purchase shares of MarketAxess Common Stock at the end of the final offering period, distributing in cash any amount insufficient to purchase one whole share and terminating the MarketAxess ESPP at the Effective Time.

Closing Conditions

The obligations of the parties to consummate the Merger are subject to customary conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding MarketAxess Common Stock entitled to vote thereon (the “MarketAxess Stockholder Approval”), (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of the other requisite regulatory approvals and (iii) the absence of any law or order of a governmental entity of competent jurisdiction that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger.

The obligations of ICE and Sub, on the one hand, and MarketAxess, on the other hand, are also subject to customary conditions regarding (i) the accuracy of the representations and warranties of the other party or parties, subject to the standards set forth in the Merger Agreement, and (ii) the performance and compliance in all material respects by the other party or parties with their obligations under the Merger Agreement. In addition, the obligations of ICE and Merger Sub are subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). Approval by ICE stockholders is not required in connection with the Merger.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties from MarketAxess, ICE and Merger Sub with respect to the parties and their respective businesses. The Merger Agreement also contains customary covenants, including covenants requiring MarketAxess, subject to specified exceptions, to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time and, to the extent consistent therewith, to preserve substantially intact its current business organizations, keep available the services of its current officers and employees and maintain its relationships with significant customers and other business counterparties. The Merger Agreement also restricts MarketAxess from taking specified actions without ICE’s prior written consent. MarketAxess has also agreed to prepare and file a preliminary proxy statement and to convene a meeting of its stockholders to consider adoption of the Merger Agreement.

-4-

In addition, MarketAxess and ICE have agreed to use their reasonable best efforts to take all steps necessary to resolve impediments and obtain all clearances, consents, approvals, and waivers under the antitrust laws, including relating to federal, state or foreign governmental entities and private parties, and obtain financial regulatory approvals; however, ICE is not required to agree to any structural or behavioral remedy. ICE will determine the strategy for all antitrust proceedings, including relating to any governmental entity or private party, subject to MarketAxess’s consultation rights. ICE has also agreed not to enter into certain acquisitions, licenses and joint ventures that would reasonably be expected to prevent or delay the closing beyond the Termination Date.

Non-Solicitation; Intervening Events

Subject to specified exceptions, MarketAxess has agreed not to solicit or knowingly encourage Acquisition Proposals (as defined in the Merger Agreement), provide non-public information to, or engage in discussions or negotiations with, third parties regarding Acquisition Proposals, or change its recommendation that MarketAxess stockholders adopt the Merger Agreement.

If MarketAxess receives an unsolicited bona fide written Acquisition Proposal prior to obtaining the MarketAxess Stockholder Approval and the MarketAxess Board determines in good faith that the proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal (as defined in the Merger Agreement), MarketAxess may, subject to specified conditions, provide non-public information to and engage in discussions and negotiations with the person making the proposal.

Prior to obtaining the MarketAxess Stockholder Approval, the MarketAxess Board may, in connection with a Superior Proposal or an Intervening Event (as defined in the Merger Agreement), change its recommendation with respect to the Merger or, in the case of a Superior Proposal, terminate the Merger Agreement to enter into an alternative acquisition agreement, in each case subject to specified notice and other conditions, including giving ICE an opportunity to propose changes to the Merger Agreement, if the MarketAxess Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

Termination; Termination Fees

The Merger Agreement may be terminated by ICE and MarketAxess by mutual written consent. In addition, either party may terminate the Merger Agreement if, among other things, (i) the Merger has not been consummated on or before July 29, 2027 (the “Termination Date”), subject to up to two automatic six-month extensions if specified regulatory or legal restraint conditions remain outstanding and all other closing conditions are satisfied or would be satisfied at closing, (ii) the MarketAxess Stockholder Approval has not been obtained at a meeting at which a vote is taken, (iii) a law or order permanently prohibiting the Merger has become final and non-appealable or (iv) the other party is in breach of the Merger Agreement in a manner that would result in the failure of an applicable closing condition and such breach is not timely cured. Prior to obtaining the MarketAxess Stockholder Approval, the parties have additional termination rights specified in the Merger Agreement, including the right of MarketAxess to terminate the Merger Agreement to enter into an alternative acquisition agreement providing for a Superior Proposal and the right of ICE to terminate following a Change in Recommendation (as defined in the Merger Agreement) or a specified material breach of MarketAxess’s obligations relating to Acquisition Proposals.

The Merger Agreement provides for the payment of a termination fee under specified circumstances. MarketAxess will be obligated to pay ICE a termination fee of $148,800,000 if (i) MarketAxess terminates the Merger Agreement to enter into an alternative acquisition agreement providing for a Superior Proposal, (ii) ICE terminates the Merger Agreement following a Change in Recommendation or a material breach by MarketAxess of its obligations relating to Acquisition Proposals or (iii) the Merger Agreement is terminated in specified circumstances following the public disclosure of a competing Acquisition Proposal that is not withdrawn and, within 12 months after such termination, MarketAxess enters into, consummates, or the MarketAxess Board approves, recommends or does not oppose, a qualifying Acquisition Proposal.

ICE will be obligated to pay MarketAxess a regulatory termination fee of $327,400,000 if the Merger Agreement is terminated (i) by ICE or MarketAxess as a result of a final and non-appealable law or order arising under antitrust laws that prohibits the consummation of the Merger or (ii) by ICE or MarketAxess because the Merger has not been consummated by the Termination Date, in each case at a time when one or more of the antitrust-related closing conditions has not been satisfied or waived, all other conditions to closing have been satisfied or waived (other than those to be satisfied at the closing), and MarketAxess is not in breach in any material respect of its obligations under the Merger Agreement in a manner that was the principal cause of such antitrust law or order or the failure of such antitrust-related conditions being satisfied, as applicable.

-5-

Important Statement Regarding the Merger Agreement

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

A copy of the Merger Agreement has been included to provide MarketAxess stockholders, ICE stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about MarketAxess or ICE. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specified dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by MarketAxess stockholders, ICE stockholders or other security holders, but rather as a means of allocating contractual risk between the parties; have been modified or qualified by certain confidential disclosures made by the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a manner that differs from what may be viewed as material by MarketAxess stockholders, ICE stockholders or other security holders.

MarketAxess stockholders, ICE stockholders and other security holders are not third-party beneficiaries under the Merger Agreement, except as expressly provided therein, including, following the Closing, with respect to MarketAxess stockholders’ right to receive the Merger Consideration and the right of holders of MarketAxess equity awards to receive the consideration provided for such awards. Accordingly, such security holders should not rely on the representations, warranties and covenants contained in the Merger Agreement, or any descriptions thereof, as characterizations of the actual state of facts or condition of MarketAxess, ICE or Sub.

Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in MarketAxess’s or ICE’s public disclosures. ICE acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this Form 8-K not misleading. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, ICE, MarketAxess, their respective affiliates and their respective businesses that will be contained in, or incorporated by reference into, the proxy statement on Schedule 14A to be filed by MarketAxess, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that ICE and MarketAxess make with the Securities and Exchange Commission (the “SEC”).

Item 7.01 Regulation FD Disclosure.

On July 30, 2026, ICE issued a joint press release announcing the execution of the Merger Agreement (the “Joint Press Release”). A copy of the Joint Press Release is attached hereto as Exhibit 99.1.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the Joint Press Release attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

-6-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 29, 2026, among MarketAxess Holdings Inc., Intercontinental Exchange, Inc. and Igloo Merger Sub II, Inc.
99.1		Joint Press Release, dated July 30, 2026.
104		Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

-7-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Section 27A”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (“Section 21E”), and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. ICE and MarketAxess intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A and Section 21E. Any statements about ICE’s or MarketAxess’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continues,” “assumes,” “contemplates,” “intends,” “predicts,” “potential,” “projected,” “estimate,” “target,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may,” or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed acquisition of MarketAxess by ICE (the “Transaction”), including future financial and operating results, ICE’s or MarketAxess’s plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, the expected form and timing of financing to fund the Transaction and other statements that are not historical facts.

These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to factors previously disclosed in MarketAxess’s and ICE’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of MarketAxess or ICE to terminate the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against MarketAxess or ICE; (iii) the possibility that the Transaction does not close when expected or at all because the required MarketAxess Stockholder Approval, regulatory or other approvals, or other conditions to closing are not received or satisfied on a timely basis or at all, and the risk that any required regulatory approvals may be delayed or subject to conditions that could adversely affect MarketAxess or ICE or the expected benefits of the Transaction; (iv) the risk that MarketAxess’s or ICE’s share price may decline significantly if the Transaction is not consummated; (v) the effect of the announcement of the Transaction on, and any restrictions during the pendency of the Transaction affecting, MarketAxess’s or ICE’s ability to operate their respective businesses, pursue certain business opportunities or strategic transactions, retain and hire key personnel, and maintain favorable business relationships with customers, suppliers, governmental authorities, employees and other third parties; (vi) reputational risk and potential adverse reactions of MarketAxess’s or ICE’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (vii) the diversion of management’s attention and time from ongoing business operations and opportunities on transaction-related matters; (viii) the ability to promptly and effectively integrate MarketAxess’s business with ICE’s business and realize the anticipated cost savings, synergies, and other financial benefits of the Transaction within the expected time period or at all; (ix) significant transaction costs in connection with the Transaction and the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, as well as the risk of unknown, unanticipated or unquantifiable liabilities, costs, charges or expenses; (x) ICE’s ability to obtain the contemplated debt financing on a timely basis, on favorable terms or at all; (xi) changes in general economic, political and market conditions, including interest and exchange rates, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which MarketAxess and ICE operate, which may adversely affect the expected benefits of the Transaction; (xii) legislative, regulatory and economic developments affecting MarketAxess, ICE or the Transaction; (xiii) the unpredictability and severity of catastrophic events, including acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s response to any of the foregoing; (xiv) actions by third parties, including governmental agencies; (xv) the risk that historical financial information may not be representative of future results; (xvi) other risks and uncertainties detailed in periodic reports that MarketAxess or ICE files with the SEC; and (xvii) other factors that may affect MarketAxess’s or ICE’s businesses.

-8-

There can be no assurance that the Transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors are not necessarily all of the factors that could cause MarketAxess’s or ICE’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm MarketAxess’s or ICE’s results or present significant additional obstacles to the realization of forward-looking statements.

All forward-looking statements attributable to MarketAxess or ICE, or persons acting on MarketAxess’s or ICE’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and neither MarketAxess nor ICE undertakes or assumes any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If one or more of these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may vary materially from what may have been expressed or implied by these forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for to predict those events or how they may affect MarketAxess or ICE. If MarketAxess or ICE updates one or more forward-looking statements, no inference should be drawn that MarketAxess or ICE will make additional updates with respect to those or other forward-looking statements. Further information regarding MarketAxess, ICE and factors that could affect the forward-looking statements contained herein can be found in MarketAxess’s and ICE’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2025, their respective Quarterly Reports on Form 10-Q and their other filings with the SEC.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Transaction, MarketAxess will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). The definitive Proxy Statement and a proxy card will be mailed to MarketAxess stockholders entitled to vote at a meeting of MarketAxess stockholders seeking their approval of the adoption of the Merger Agreement and other related matters. ICE and MarketAxess may also file other relevant documents with the SEC regarding the Transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED, PRIOR TO MAKING ANY INVESTMENT OR VOTING DECISION, TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING MARKETAXESS, ICE, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by MarketAxess or ICE through the website maintained by the SEC at www.sec.gov, from MarketAxess at its website, investor.marketaxess.com, or from ICE at its website, ir.theice.com. Documents filed with the SEC by MarketAxess will be available free of charge by accessing the “SEC Filings” section of MarketAxess’s investor relations website at investor.marketaxess.com/financials/sec-filings/default.aspx, and documents filed with the SEC by ICE will be available free of charge by accessing the “SEC Filings” section of ICE’s investor relations website at ir.theice.com/financials/sec-filings/default.aspx.

PARTICIPANTS IN THE SOLICITATION

MarketAxess, ICE and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MarketAxess stockholders in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of MarketAxess and ICE and other persons who may be deemed to be participants in the solicitation of proxies from MarketAxess stockholders in connection with the Transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC.

-9-

Additional information about MarketAxess, the directors and executive officers of MarketAxess and their ownership of MarketAxess Common Stock is set forth in the definitive proxy statement for MarketAxess’s 2026 Annual Meeting of Stockholders, including under the headings entitled “Proposal 1: Election of Directors”, “Executive Officers”, “Proposal 3: Advisory Vote on Executive Compensation”, “Compensation Discussion & Analysis”, “Security Ownership of Certain Beneficial Owners and Management”, and “Certain Relationships and Related Party Transactions”, which was filed with the SEC on April 29, 2026 and which is available at: https://www.sec.gov/Archives/edgar/data/1278021/000119312526191601/mktx-20260429.htm, and MarketAxess’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the headings entitled “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 24, 2026 and which is available at: https://www.sec.gov/Archives/edgar/data/1278021/000119312526067009/mktx-20251231.htm. To the extent holdings of MarketAxess’s securities by its directors or executive officers have changed since the amounts set forth in MarketAxess’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001278021&type=4. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is not a substitute for the Proxy Statement or any other document that MarketAxess may file with the SEC or send to its stockholders in connection with the Transaction.

-10-

SIGNATURE

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.
By:		/s/ Andrew J. Surdykowski
		Andrew J. Surdykowski
		General Counsel

Dated: July 30, 2026

-11-

Exhibit 99.1

Intercontinental Exchange to Acquire MarketAxess, Creating a Premier Fixed Income Marketplace

Acquisition unites two complementary platforms in global fixed income, connecting institutional

and retail investors through one integrated fixed income ecosystem spanning execution, data, indices, and analytics

Clients across more than 90 countries to benefit from deeper liquidity, lower transaction costs, and

a seamless end-to-end workflow — from pre-trade analytics through post-trade settlement

Transaction expected to be accretive to adjusted earnings per share (EPS)¹ in the first year

ICE reaffirms plans for ongoing share repurchases

ATLANTA & NEW YORK — (BUSINESS WIRE) — Intercontinental Exchange, Inc. (NYSE: ICE), one of the world’s leading providers of financial market technology and data powering global capital markets, today announced a definitive agreement to acquire MarketAxess Holdings Inc. (Nasdaq: MKTX), a preeminent electronic trading platform for global institutional fixed income markets. The combination will bring together two highly complementary businesses to form a more complete and connected fixed income platform.

MarketAxess connects approximately 2,100 institutional investors and broker-dealers across more than 90 countries, enabling electronic trading in corporate bonds, municipal bonds, emerging market debt, Eurobonds, U.S. Treasuries, and other fixed income instruments. Together with ICE’s established retail and wealth focused bond trading franchise, deep data and analytics capabilities, and global index business, the combined platform will serve every segment of the fixed income market through a single, unified ecosystem.

Under the terms of the agreement, ICE will acquire all outstanding shares of MarketAxess for $167 per share in cash, representing a 33% premium to MarketAxess’s closing price as of July 29, 2026, representing an equity value of approximately $6.0 billion and a total enterprise value of approximately $5.7 billion. The transaction has been unanimously approved by the Boards of Directors of both companies.

A defining moment for global fixed income markets

The global bond market — with an estimated $145.1 trillion in outstanding debt — has long been one of finance’s most fragmented and opaque areas. Despite decades of progress, fixed income trading remains disproportionately manual, bilateral, and information-asymmetric relative to equities and other asset classes, resulting in lower transparency, wider bid-ask spreads and higher transaction costs. ICE has spent years building the foundational infrastructure to change that: a comprehensive fixed income data and analytics platform, a leading retail bond marketplace, and a global index franchise, aggregating high-quality data to give investors a more complete view of where bonds are trading, where liquidity exists and what a fair price should be. MarketAxess brings the institutional trading network and leading electronic execution capabilities that complete the picture.

The combined company will offer clients a fully integrated workflow spanning pre-trade price discovery and analytics, multi-protocol electronic execution for both retail and institutional investors, and post-trade data, benchmarking, and compliance tools, all within a single connected platform. Traders of fixed income will have access to one global fixed income ecosystem, enabling them to benefit from consolidated liquidity, more competitive pricing, lower operating costs, and a materially improved trading experience.

“For more than two decades, ICE has pursued a clear and consistent strategy: take the largest, least-efficient corners of global finance and apply technology and network effects to improve transparency,” said Jeff Sprecher, ICE Chair and Chief Executive Officer. “That is what we did in energy, in credit default swaps, and in mortgage technology. Acquiring MarketAxess is the natural next step in that journey. Together, we will build the fixed income ecosystem that investors have always deserved—one that is transparent, efficient, fully connected, and accessible to all.”

“This transaction exemplifies the discipline and long-term perspective that define how ICE approaches capital allocation,” said Warren Gardiner, ICE Chief Financial Officer. “We are acquiring a high-quality, cash-generative business and this transaction is expected to be accretive to adjusted EPS¹. Critically, our balance sheet strength allows us to finance this acquisition entirely in cash while maintaining our plans for returning capital to shareholders. We are confident the combination will generate substantial long-term value for ICE shareholders.”

“MarketAxess has built its business by helping solve customer needs in increasingly complex markets,” said Chris Concannon, Chief Executive Officer of MarketAxess. “What makes this combination so compelling is the complementary strengths each company brings. MarketAxess contributes a leading fixed-income trading network and deep market expertise, while ICE brings additional retail and wealth trading protocols, strong data, connectivity, and a broader set of product capabilities. Together, we will have the scale to invest more deeply in the areas that matter most to our customers.”

Strategic and financial benefits of the combination

• Creates a more complete fixed income marketplace. By combining MarketAxess’s deep institutional network with ICE’s retail bond franchise and data infrastructure, the combined platform will serve every category of fixed income participant through a single, unified ecosystem.

• Delivers a superior client experience. Clients will benefit from a consolidated liquidity pool, access to richer pre-trade analytics and price discovery, expanded trading protocols, and a seamless end-to-end workflow — translating directly into better execution quality and lower transaction costs.

• Accelerates ICE’s data and analytics leadership. MarketAxess’s proprietary trading data and analytics capabilities, combined with ICE’s existing fixed income pricing, reference data, and index business, will create one of the most comprehensive and differentiated fixed income data platforms in the world — a strategic asset of growing importance as passive investing and data-driven decision-making reshape markets.

Key transaction terms

• Purchase price of $167 per share in cash, representing a 33% premium to MarketAxess’s closing price as of July 29, 2026, for a total enterprise value of approximately $5.7 billion, or approximately ~10.6x MarketAxess LTM² EBITDA pro forma for full run-rate expense synergies

• 100% cash consideration financed via newly issued debt (a mix of bonds, term loan and commercial paper)

• ICE increases baseline share repurchases to $400 million per quarter from $350 million per quarter. Assumes beginning gross leverage of 3.4x, targeting a return to gross leverage of 3.0x or below within 18 to 24 months post-close, reflecting ICE’s strong balance sheet and free cash flow generation

• $100 million in annual run-rate expense synergies, expected to be fully realized within three years post-close

• Expected to be accretive to adjusted ICE EPS¹ in the first full year following close

Transaction unanimously approved by the Boards of Directors of both companies; expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory clearances, and customary closing conditions

BofA Securities is serving as financial advisor to Intercontinental Exchange, and Sullivan & Cromwell LLP and Morgan, Lewis and Bockius LLP are serving as legal advisors to Intercontinental Exchange. J.P. Morgan Securities LLC is serving as financial advisor to MarketAxess and Weil, Gotshal & Manges LLP is serving as legal advisor to MarketAxess.

(1) Adjusted earnings per share (EPS) excludes amortization of acquisition-related intangibles, acquisition and integration expenses and the impact of equity earnings from unconsolidated investees, net of tax.

(2) Last twelve months (LTM) ending June 30, 2026.

(3) Gross leverage figures represent gross debt to pro forma adjusted EBITDA. Pro forma amounts include the combined results of MarketAxess and ICE.

Conference Call Information

ICE will review the details of the transaction on a conference call for its Q2 earnings on July 30, 2026, at 8:30 a.m. ET. A live audio webcast of the conference 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 1-833-470-1428 from the United States or 1-646-844-6383 from outside the United States. Telephone participants are required to provide the participant entry number 769427 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.

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 here. 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 ICE’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 5, 2026.

About MarketAxess

MarketAxess (Nasdaq: MKTX) operates a leading electronic trading platform that delivers greater trading efficiency, a diversified pool of liquidity and significant cost savings to institutional investors and broker-dealers across the global fixed-income and other markets. Approximately 2,100 firms leverage MarketAxess’ patented technology to efficiently trade fixed-income securities. Our automated and algorithmic trading solutions, combined with our integrated and actionable data offerings, help our clients make faster, better-informed decisions on when and how to trade on our platform. MarketAxess’ award-winning Open Trading® marketplace is widely regarded as the preferred all-to-all trading solution in the global credit markets. Founded in 2000, MarketAxess connects a robust network of market participants through an advanced full trading lifecycle solution that includes automated trading solutions, intelligent data and index products and a range of post-trade services. Learn more at www.marketaxess.com and on X @MarketAxess.

Category: Corporate

SOURCE: Intercontinental Exchange

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Section 27A”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (“Section 21E”), and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. ICE and MarketAxess intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A and Section 21E. Any statements about ICE’s or MarketAxess’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may,” or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties, assumptions,

estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed acquisition of MarketAxess by ICE (the “Transaction”), including future financial and operating results, ICE’s or MarketAxess’s plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, the expected form and timing of debt financing to fund the Transaction and other statements that are not historical facts.

These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to factors previously disclosed in MarketAxess’s and ICE’s reports filed with the Securities and Exchange Commission (“SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of MarketAxess or ICE to terminate the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against MarketAxess or ICE; (iii) the possibility that the Transaction does not close when expected or at all because the required MarketAxess Stockholder Approval, regulatory or other approvals, or other conditions to closing are not received or satisfied on a timely basis or at all, and the risk that any required regulatory approvals may be delayed or subject to conditions that could adversely affect MarketAxess or ICE or the expected benefits of the Transaction; (iv) the risk that MarketAxess’s or ICE’s share price may decline significantly if the Transaction is not consummated; (v) the effect of the announcement of the Transaction on, and any restrictions during the pendency of the Transaction affecting, MarketAxess’s or ICE’s ability to operate their respective businesses, pursue certain business opportunities or strategic transactions, retain and hire key personnel, and maintain favorable business relationships with customers, suppliers, governmental authorities, employees and other third parties; (vi) reputational risk and potential adverse reactions of MarketAxess’s or ICE’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (vii) the diversion of management’s attention and time from ongoing business operations and opportunities on transaction-related matters; (viii) the ability to promptly and effectively integrate MarketAxess’s business with ICE’s business and realize the anticipated cost savings, synergies, and other financial benefits of the Transaction within the expected time period or at all; (ix) significant transaction costs in connection with the Transaction and the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, as well as the risk of unknown, unanticipated or unquantifiable liabilities, costs, charges or expenses; (x) ICE’s ability to obtain the contemplated debt financing on a timely basis, on favorable terms or at all; (xi) changes in general economic, political and market conditions, including interest and exchange rates, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which MarketAxess and ICE operate, which may adversely affect the expected benefits of the Transaction; (xii) legislative, regulatory and economic developments affecting MarketAxess, ICE or the Transaction; (xiii) the unpredictability and severity of catastrophic events, including acts of terrorism, outbreaks of war or hostilities or public health issues, as well as

management’s response to any of the foregoing; (xiv) actions by third parties, including governmental agencies; (xv) the risk that historical financial information may not be representative of future results; (xvi) other risks and uncertainties detailed in periodic reports that MarketAxess or ICE files with the SEC; and (xvii) other factors that may affect MarketAxess’s or ICE’s businesses.

These factors are not necessarily all of the factors that could cause MarketAxess’s or ICE’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm MarketAxess’s or ICE’s results.

All forward-looking statements attributable to MarketAxess or ICE, or persons acting on MarketAxess’s or ICE’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and neither MarketAxess nor ICE undertakes or assumes any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If MarketAxess or ICE updates one or more forward-looking statements, no inference should be drawn that MarketAxess or ICE will make additional updates with respect to those or other forward-looking statements. Further information regarding MarketAxess, ICE and factors that could affect the forward-looking statements contained herein can be found in MarketAxess’s and ICE’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2025, their respective Quarterly Reports on Form 10-Q and their other filings with the SEC.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Transaction, MarketAxess will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). The definitive Proxy Statement and a proxy card will be mailed to MarketAxess stockholders entitled to vote at a meeting of MarketAxess stockholders seeking their approval of the adoption of the Merger Agreement and other related matters. ICE and MarketAxess may also file other relevant documents with the SEC regarding the Transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED, PRIOR TO MAKING ANY INVESTMENT OR VOTING DECISION, TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING MARKETAXESS, ICE, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by MarketAxess or ICE through the website maintained by the SEC at www.sec.gov, from MarketAxess at its website, investor.marketaxess.com, or from ICE at its website, ir.theice.com. Documents filed with the SEC by MarketAxess will be available free of charge by accessing the “SEC Filings” section of MarketAxess’s investor relations website at investor.marketaxess.com/financials/sec-filings/default.aspx, and documents filed with the SEC by ICE will be available free of charge by accessing the “SEC Filings” section of ICE’s investor relations website at ir.theice.com/financials/sec-filings/default.aspx.

PARTICIPANTS IN THE SOLICITATION

MarketAxess, ICE and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MarketAxess stockholders in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of MarketAxess and ICE and other persons who may be deemed to be participants in the solicitation of proxies from MarketAxess stockholders in connection with the Transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant materials to be filed with the SEC.

Additional information about MarketAxess, the directors and executive officers of MarketAxess and their ownership of MarketAxess Common Stock is set forth in the definitive proxy statement for MarketAxess’s 2026 Annual Meeting of Stockholders, including under the headings entitled “Proposal 1: Election of Directors”, “Executive Officers”, “Proposal 3: Advisory Vote on Executive Compensation”, “Compensation Discussion & Analysis”, “Security Ownership of Certain Beneficial Owners and Management”, and “Certain Relationships and Related Party Transactions”, which was filed with the SEC on April 29, 2026 and which is available at: https://www.sec.gov/Archives/edgar/data/1278021/000119312526191601/mktx-20260429.htm, and MarketAxess’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the headings entitled “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 24, 2026 and which is available at: https://www.sec.gov/Archives/edgar/data/1278021/000119312526067009/mktx-20251231.htm. To the extent holdings of MarketAxess’s securities by its directors or executive officers have changed since the amounts set forth in MarketAxess’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001278021&type=4. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is not a substitute for the Proxy Statement or any other document that MarketAxess may file with the SEC or send to its stockholders in connection with the Transaction.

ICE Media Contact

Rebecca Mitchell

Damon Leavell

media@ice.com

ICE Investor Relations Contact:

Steve Eagerton

+1 904 854 3683

steve.eagerton@ice.com

investors@ice.com

MarketAxess Media Contact

Marisha Mistry

+1 917 267 1232

mmistry@marketaxess.com

MarketAxess Investor Relations Contact:

Hannah Hendricks

+1 212 813 6011

hhendricks@marketaxess.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 39.5 KB

Other Documents

• EX-2.1 EX-2.1 566.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB