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Intercontinental Exchange (NYSE: ICE) extends voting and ownership caps to SBSEFs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) reports that its Eighth Amended and Restated Certificate of Incorporation became effective on August 28, 2026. This certificate supplements amendments adopted in August 2025 related to the registration of ICE Swap Trade, LLC as a security-based swap execution facility (SBSEF), extending existing limitations on stockholder voting and ownership to SBSEFs and expanding requirements for SEC review of future certificate amendments while ICE controls an SBSEF.

The updated Certificate of Incorporation was approved by ICE’s Board of Directors on February 27, 2026 and by stockholders on May 15, 2026. ICE states that each registered national securities exchange subsidiary, including the New York Stock Exchange, has filed the required proposed amendments with the SEC, permitting ICE to finalize and file the new certificate with Delaware, making it effective.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of Eighth Amended and Restated Certificate of Incorporation August 28, 2026 Date ICE filed the certificate with the Secretary of State of Delaware and it became effective
Board approval date February 27, 2026 Date ICE’s Board of Directors approved the Eighth Amended and Restated Certificate of Incorporation
Stockholder approval date May 15, 2026 Date ICE’s stockholders approved the Eighth Amended and Restated Certificate of Incorporation
Exhibit 3.1 Eighth Amended and Restated Certificate of Incorporation Filed as an exhibit to the report, effective August 28, 2026
Eighth Amended and Restated Certificate of Incorporation regulatory
"On August 28, 2026, the Eighth Amended and Restated Certificate of Incorporation..."
security-based swap execution facility (SBSEF) financial
"registration of the Company’s subsidiary, ICE Swap Trade, LLC, with the SEC as a SBSEF"
stockholder voting and ownership financial
"extended existing limitations on stockholder voting and ownership to SBSEFs"
registered national securities exchanges financial
"Each of the registered national securities exchanges that is a subsidiary..."
Inline XBRL technical
"The cover page from Intercontinental Exchange, Inc.’s ... formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What corporate change did ICE (ICE) announce on August 28, 2026?
ICE announced that its Eighth Amended and Restated Certificate of Incorporation became effective on August 28, 2026, after being filed with the Secretary of State of Delaware, following prior board and stockholder approvals.

How does the new ICE (ICE) Certificate of Incorporation affect SBSEFs?
The certificate extends existing limitations on stockholder voting and ownership to ICE’s security-based swap execution facilities (SBSEFs) and expands requirements for SEC review of amendments to the certificate while ICE controls an SBSEF.

When did ICE’s board and stockholders approve the new Certificate of Incorporation for ICE (ICE)?
ICE states that its board approved the Eighth Amended and Restated Certificate of Incorporation on February 27, 2026, and the company’s stockholders approved it on May 15, 2026.

What regulatory filings by ICE (ICE) exchange subsidiaries were required before the certificate became effective?
Each registered national securities exchange subsidiary of ICE, including the New York Stock Exchange, was required to file proposed amendments to ICE’s certificate of incorporation with the SEC. ICE states that each such exchange has met this requirement.

Which exhibit contains the full Eighth Amended and Restated Certificate of Incorporation for ICE (ICE)?
The company identifies Exhibit 3.1 as containing the full text of Intercontinental Exchange, Inc.’s Eighth Amended and Restated Certificate of Incorporation, effective August 28, 2026.

Does the ICE (ICE) 8-K discuss financial results or earnings?
No. The 8-K focuses on the Eighth Amended and Restated Certificate of Incorporation and related regulatory steps for exchange subsidiaries and SBSEFs; it does not present financial results or earnings data.

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

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false --12-31 0001571949 0001571949 2026-08-28 2026-08-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 28, 2026

 

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

 

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

 

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

(Address of Principal Executive Offices) (Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 28, 2026, the Eighth Amended and Restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) of Intercontinental Exchange, Inc. (the “Company”) became effective, which supplements the amendments made to the Company’s Certificate of Incorporation in August 2025 in connection with the registration of the Company’s subsidiary, ICE Swap Trade, LLC, with the Securities and Exchange Commission (the “SEC”) as a security-based swap execution facility (“SBSEF”) that (1) extended existing limitations on stockholder voting and ownership to SBSEFs and (2) expanded existing requirements relating to SEC review of amendments to the Certificate of Incorporation so long as the Company controls, directly or indirectly, an SBSEF.

 

The Certificate of Incorporation was previously approved by the Board of Directors of the Company on February 27, 2026. The Certificate of Incorporation was previously approved by the Company’s stockholders on May 15, 2026. Each of the registered national securities exchanges (including the New York Stock Exchange) that is a subsidiary of the Company is required to file proposed amendments to the Company’s certificate of incorporation with the SEC. Each of the registered national securities exchanges that is a subsidiary of the Company has met this requirement, which permits the Company to take the final actions to make the Certificate of Incorporation effective. The Company filed the Certificate of Incorporation with the Secretary of State of the State of Delaware on August 28, 2026, at which time the Certificate of Incorporation became effective.

 

The foregoing description is qualified in its entirety by reference to the full text of the Company’s Eighth Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d)  Exhibits

 

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit No.   Description
3.1   Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 28, 2026.
     
104   The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

 

SIGNATURES

 

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

 

Date: August 28, 2026 INTERCONTINENTAL EXCHANGE, INC.
   
/s/ Andrew J. Surdykowski
  Andrew J. Surdykowski
  General Counsel

 

 

 

Source: View Original Filing on SEC EDGAR

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