ICE raises $3.71B debt to fund MarketAxess deal

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) completed a multi-tranche public debt offering consisting of $1.25 billion of 4.700% Senior Notes due 2029, $1.10 billion of 4.900% Senior Notes due 2031, $650 million of 5.150% Senior Notes due 2033 and $750 million of 5.400% Senior Notes due 2036. The Notes were issued under ICE’s existing base Indenture dated August 13, 2018, as supplemented by an Eighth Supplemental Indenture, with Computershare Trust Company, National Association serving as trustee.

ICE received approximately $3.71 billion in net proceeds from the offering, after underwriting discounts and commissions and before offering expenses. ICE states that it intends to use the net proceeds, together with additional financing sources such as a new senior unsecured term loan facility, commercial paper, borrowings under its revolving credit agreement and cash on hand, to fund the purchase price for MarketAxess Holdings Inc. under a previously announced merger agreement and to pay related fees, commissions and expenses.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

4.700% Senior Notes due 2029: $1,250,000,000 aggregate principal amount 4.900% Senior Notes due 2031: $1,100,000,000 aggregate principal amount 5.150% Senior Notes due 2033: $650,000,000 aggregate principal amount +2 more

5 metrics

4.700% Senior Notes due 2029 $1,250,000,000 aggregate principal amount Principal amount of 4.700% Senior Notes due 2029 issued August 20, 2026

4.900% Senior Notes due 2031 $1,100,000,000 aggregate principal amount Principal amount of 4.900% Senior Notes due 2031 issued August 20, 2026

5.150% Senior Notes due 2033 $650,000,000 aggregate principal amount Principal amount of 5.150% Senior Notes due 2033 issued August 20, 2026

5.400% Senior Notes due 2036 $750,000,000 aggregate principal amount Principal amount of 5.400% Senior Notes due 2036 issued August 20, 2026

Net proceeds from Notes $3.71 billion Net proceeds after underwriting discounts and commissions and before offering expenses

Key Terms

Senior Notes, automatic shelf registration statement, Indenture, prospectus supplement, +1 more

5 terms

Senior Notes financial

"aggregate principal amount of its 4.700% Senior Notes due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

automatic shelf registration statement regulatory

"offered and sold pursuant to ICE’s automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Indenture financial

"The Notes were issued under the Indenture, dated as of August 13, 2018"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

prospectus supplement regulatory

"supplemented by the prospectus supplement dated August 11, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

commercial paper program financial

"the issuance of commercial paper under its commercial paper program"

A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities did ICE (symbol ICE) issue on August 20, 2026?

ICE issued $1.25 billion of 4.700% Senior Notes due 2029, $1.10 billion of 4.900% Senior Notes due 2031, $650 million of 5.150% Senior Notes due 2033 and $750 million of 5.400% Senior Notes due 2036 in a public offering.

How much net proceeds did ICE (ICE) receive from its August 2026 notes offering?

ICE received approximately $3.71 billion in net proceeds from the sale of the Notes, after underwriting discounts and commissions and before offering expenses.

What will ICE (ICE) use the net proceeds of the notes offering for?

ICE intends to use the $3.71 billion in net proceeds, together with additional financing sources, to finance the purchase price for MarketAxess Holdings Inc. under a merger agreement and to pay related fees, commissions and expenses.

Which banks underwrote ICE’s (ICE) August 2026 senior notes offering?

The Notes were sold under an Underwriting Agreement between ICE and BofA Securities, Wells Fargo Securities, MUFG Securities Americas, Citigroup Global Markets, Fifth Third Securities and PNC Capital Markets, acting as representatives of the underwriters named in the agreement.

Under what legal framework were ICE’s (ICE) new notes issued?

The Notes were issued under an Indenture dated August 13, 2018, as supplemented by an Eighth Supplemental Indenture dated August 20, 2026, with Computershare Trust Company, National Association acting as trustee.

What registration statement did ICE (ICE) use for the August 2026 notes offering?

The Notes were offered and sold pursuant to ICE’s automatic shelf registration statement on Form S-3 (File No. 333-277603), including the related prospectus and a prospectus supplement dated August 11, 2026.

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

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Accepted by SEC EDGAR 08/20/2026 - 04:22 PM EDT Learn about SEC filing dates

false 0001571949 0001571949 2026-08-20 2026-08-20

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): August 20, 2026

INTERCONTINENTAL EXCHANGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-36198		46-2286804
(Commission File Number)		(IRS Employer Identification No.)

5660 New Northside Drive, Third Floor
Atlanta, Georgia		30328
(Address of Principal Executive Offices)		(Zip Code)

(770) 857-4700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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 8.01 Other Events.

On August 20, 2026, Intercontinental Exchange, Inc. (“ICE”) completed the public offering and issuance of $1,250,000,000 aggregate principal amount of its 4.700% Senior Notes due 2029, $1,100,000,000 aggregate principal amount of its 4.900% Senior Notes due 2031, $650,000,000 aggregate principal amount of its 5.150% Senior Notes due 2033 and $750,000,000 aggregate principal amount of its 5.400% Senior Notes due 2036 (together, the “Notes”).

The Notes were sold pursuant to an Underwriting Agreement, dated August 11, 2026 (the “Underwriting Agreement”), between ICE and 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 named therein. The Notes were offered and sold pursuant to ICE’s automatic shelf registration statement on Form S-3 (File No. 333-277603) and the prospectus included therein, filed with the Securities and Exchange Commission on March 1, 2024, and supplemented by the prospectus supplement dated August 11, 2026. The Notes were issued under the Indenture, dated as of August 13, 2018 (the “Indenture”), between ICE and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of August 20, 2026 (the “Supplemental Indenture”), between ICE and Computershare Trust Company, National Association, as trustee.

ICE received approximately $3.71 billion in net proceeds, after underwriting discounts and commissions and before offering expenses, from the sale of the Notes. ICE intends to use the net proceeds (after deducting offering expenses) from the offering of the Notes, together with anticipated borrowings under a new senior unsecured term loan facility, the issuance of commercial paper under its commercial paper program, borrowings under its revolving credit agreement, cash on hand or other immediately available funds, to finance the purchase price for MarketAxess Holdings Inc. under the terms of the Agreement and Plan of Merger, which was announced on July 30, 2026, and to pay related fees, commissions and expenses.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations contained in the Underwriting Agreement.

The foregoing description of the Underwriting Agreement and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Supplemental Indenture (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1 and 4.1 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 11, 2026, between Intercontinental Exchange, Inc. and 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 named therein.
4.1		Eighth Supplemental Indenture, dated as of August 20, 2026, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, National Association, as trustee.
4.2		Form of 4.700% Senior Notes due 2029 (included in Exhibit 4.1).
4.3		Form of 4.900% Senior Notes due 2031 (included in Exhibit 4.1).
4.4		Form of 5.150% Senior Notes due 2033 (included in Exhibit 4.1).
4.5		Form of 5.400% Senior Notes due 2036 (included in Exhibit 4.1).
5.1		Opinion of Sullivan & Cromwell LLP.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
104		The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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

INTERCONTINENTAL EXCHANGE, INC.
By:		/s/ Andrew J. Surdykowski
		Andrew J. Surdykowski
		General Counsel

Date: August 20, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 168.2 KB
• EX-4.1 EX-4.1 198.5 KB
• EX-5.1 EX-5.1 5.6 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