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0001571949
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2025-08-20
2025-08-20
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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, 2025
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 |
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 20, 2025, the Seventh
Amended and Restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) of Intercontinental
Exchange, Inc. (the “Company”) became effective, which (1) extends existing limitations on stockholder voting and ownership
to security-based swap execution facilities (“SBSEFs”) since the Company’s subsidiary ICE Swap Trade, LLC has registered
with the U.S. Securities and Exchange Commission (the “SEC”) as an SBSEF, (2) expands existing requirements relating to SEC
review of amendments to the Certificate of Incorporation so long as the Company controls, directly or indirectly, an SBSEF and (3) updates
the address of the Company’s registered agent, which change was previously effected pursuant to the Certificate of Change of Address
of Registered Office of Registered Agent pursuant to Section 134(a) of Title 8 of the Delaware Code, as filed in the Office of the Secretary
of State of Delaware by our registered agent, United Agent Group, Inc., on November 8, 2023.
The Certificate of Incorporation
was previously approved by the Board of Directors of the Company on February 28, 2025. The Certificate of Incorporation was previously
approved by the Company’s stockholders on May 16, 2025. 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 20, 2025, 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 Seventh 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 |
|
Seventh Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 20, 2025. |
| |
|
|
| 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 20, 2025 |
INTERCONTINETAL EXCHANGE, INC. |
| |
|
| |
|
| |
/s/ Andrew J. Surdykowski |
| |
Andrew J. Surdykowski |
| |
General Counsel |
