MarketAxess (Nasdaq: MKTX) agrees to $167 per share all‑cash sale to ICE

Rhea-AI Filing Summary

MarketAxess Holdings Inc. agreed to be acquired by Intercontinental Exchange, Inc. (ICE) under a definitive Merger Agreement. ICE will pay $167.00 in cash per MarketAxess share, valuing the equity at approximately $6.0 billion, a 33% premium to the July 29, 2026 closing price. At closing, MarketAxess will become a wholly owned ICE subsidiary.

Most employee stock options and time-based RSUs will convert into ICE equity using an exchange ratio based on the $167.00 price and ICE’s 10‑day volume‑weighted average price. Performance-based RSUs convert to time-based ICE RSUs, with performance deemed achieved as specified. Certain awards, including those held by non‑employee directors and former employees whose ICE shares cannot be registered on Form S‑8, will be cashed out for the Merger Consideration (net of exercise price and including unpaid dividend equivalents). The employee stock purchase plan will be wound down and terminated at closing.

Closing is subject to approval by holders of a majority of outstanding MarketAxess shares, U.S. antitrust clearance under the Hart‑Scott‑Rodino Act, other regulatory consents, absence of legal prohibitions, and no Company Material Adverse Effect. Either side can terminate if the deal is not completed by July 29, 2027, with up to two six‑month extensions if only antitrust approvals remain. MarketAxess may owe ICE a $148.8 million termination fee in certain circumstances, including accepting a superior proposal, while ICE may owe MarketAxess a $327.4 million fee if antitrust issues prevent closing after other conditions are met. ICE states it expects the transaction to be accretive to adjusted EPS in the first year and has reaffirmed its share repurchase plans.

Positive

• $167.00 per share all‑cash consideration values MarketAxess at about $6.0 billion, representing a 33% premium to the July 29, 2026 closing price.
• The agreement includes a $327.4 million termination fee payable by ICE to MarketAxess if specified antitrust‑related conditions prevent closing after other conditions are satisfied.

Negative

• MarketAxess must pay a $148.8 million Company Termination Fee to ICE in certain scenarios, including entering into a superior acquisition agreement or specified failures to obtain stockholder approval following competing proposals.

Filing Explained

Pending closing, operating restrictions apply while executive severance and equity-vesting terms change.

While the proposed merger remains pending, MarketAxess is subject to no-shop restrictions and generally cannot change its dividend beyond regular quarterly payments; these terms constrain strategic alternatives and distributions before closing.

The July 29 amendments give the CEO accelerated vesting for certain equity awards during the change-of-control protection period and make covered severance payable in a lump sum with a pro-rata termination-year bonus.

Amendments for the CFO and general counsel revise incomplete-period performance-unit vesting to use the greater of target performance or the level specified in the merger agreement.

The filing identifies a future proxy statement as the document that will provide the stockholder-vote materials and updated information about participating directors’ and executives’ interests.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Merger Consideration: $167.00 per Share Equity Value: $6.0 billion Enterprise Value: $5.7 billion +4 more

7 metrics

Merger Consideration $167.00 per Share Cash paid for each MarketAxess common share at the Effective Time

Equity Value $6.0 billion Approximate equity value of MarketAxess implied by the $167 per share price

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

Premium to Prior Close 33% Premium to MarketAxess closing share price on July 29, 2026

Company Termination Fee $148,800,000 Fee payable by MarketAxess to ICE in specified termination scenarios

Parent Termination Fee $327,400,000 Fee payable by ICE to MarketAxess if antitrust-related conditions prevent closing

Termination Date July 29, 2027 Initial outside date for closing, with up to two six‑month extensions

Key Terms

Merger Consideration, Company Requisite Vote, no-shop, Hart-Scott-Rodino Antitrust Improvements Act of 1976, +1 more

5 terms

Merger Consideration financial

"will be converted into the right to receive $167.00 per Share in cash"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Company Requisite Vote regulatory

"adoption of the Merger Agreement by the holders of a majority of the outstanding Shares"

no-shop regulatory

"customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals"

A no-shop is a contractual promise by a company that it will not seek, solicit, or negotiate alternative offers for a set period while a potential deal is being discussed. For investors, it matters because it increases the likelihood that a proposed transaction will proceed without competing bids, which can lock in a price or limit the chance of a higher offer; think of it like agreeing to date exclusively while one person decides whether to commit.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino"

Company Material Adverse Effect regulatory

"no Company Material Adverse Effect having occurred since the signing of the Merger Agreement"

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.

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

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Available on EDGAR 07/30/2026 - 07:45 AM Accepted by SEC EDGAR 07/30/2026 - 07:44 AM Learn about SEC filing dates

FAQ

What did MarketAxess (MKTX) announce regarding Intercontinental Exchange?

MarketAxess (MKTX) entered into a Merger Agreement to be acquired by Intercontinental Exchange (ICE) for $167.00 per share in cash, valuing its equity at about $6.0 billion. The boards of both companies unanimously approved the transaction, which would make MarketAxess a wholly owned ICE subsidiary.

How much will MarketAxess (MKTX) stockholders receive per share in the ICE deal?

Each outstanding MarketAxess (MKTX) share will be converted into the right to receive $167.00 in cash, without interest. This price implies a 33% premium to MarketAxess’s July 29, 2026 closing share price and values the company’s equity at approximately $6.0 billion.

What approvals and conditions are required for the ICE–MarketAxess (MKTX) merger to close?

Closing requires the Company Requisite Vote, meaning approval by holders of a majority of outstanding MarketAxess shares, expiration or termination of the Hart‑Scott‑Rodino waiting period, other regulatory consents, no prohibitive legal orders, and that no Company Material Adverse Effect has occurred.

What termination fees apply under the MarketAxess (MKTX) merger agreement with ICE?

MarketAxess may owe ICE a $148.8 million Company Termination Fee in specified situations, including superior proposals and certain vote failures. ICE may owe MarketAxess a $327.4 million termination fee if antitrust‑related conditions block closing after other conditions are met and MarketAxess is not materially breaching.

How will MarketAxess (MKTX) employee equity awards be treated in the ICE merger?

Most MarketAxess options and time‑based RSUs will convert into ICE options or RSUs using an exchange ratio based on $167.00 and ICE’s 10‑day VWAP. Performance‑based RSUs convert into time‑based ICE RSUs, while certain director and former‑employee awards will be cashed out for the Merger Consideration.

What is the outside date for closing the ICE acquisition of MarketAxess (MKTX)?

If the merger has not closed by July 29, 2027, either party may terminate, subject to conditions. The outside date can automatically extend twice, for up to two additional six‑month periods, if only antitrust and certain other governmental approvals remain outstanding at that time.

MARKETAXESS HOLDINGS INC false 0001278021 0001278021 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

MARKETAXESS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-34091

Delaware		52-2230784
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

55 Hudson Yards

15th Floor

New York, New York 10001

(Address of principal executive offices)

(212) 813-6000

Registrant’s telephone number, including area code

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

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))

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

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.003 par value		MKTX		Nasdaq Global Select Market

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.

On July 29, 2026, MarketAxess Holdings Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used herein, but not otherwise defined, have the meaning set forth in the Merger Agreement.

The board of directors of the Company (the “Board”) 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 the Company and its stockholders, and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board also resolved to recommend that the Company’s stockholders vote to adopt the Merger Agreement and approve the Merger.

The Merger

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 the Company (the “Shares” and each a “Share”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub or any of their respective subsidiaries, (ii) the Company as treasury stock, or any of the Company’s subsidiaries and (iii) stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive $167.00 per Share in cash, without interest thereon (the “Merger Consideration”).

Treatment of Equity Awards

At the Effective Time, (i) each outstanding option to purchase Shares (other than rights to purchase Shares under the Company ESPP (as defined below)) (a “Company Option”), whether vested or unvested, will be converted into an option to purchase shares of Parent common stock (a “Parent Option”), par value $0.01 per share (“Parent Common Stock”), and (ii) each outstanding time-based restricted stock unit in respect of Shares (a “Company RSU”) will be converted into a restricted stock unit denominated in shares of Parent Common Stock (a “Parent RSU”). The number of shares of Parent Common Stock subject to each Parent Option and Parent RSU and, in the case of a Company 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 Parent Common Stock on the New York Stock Exchange for the ten (10) 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 Parent Option and Parent RSU will remain subject to the same terms and conditions applicable immediately prior to the Effective Time.

At the Effective Time, each outstanding performance-based restricted stock unit in respect of Shares (a “Company PSU”) will be converted into a time-based restricted stock unit denominated in shares of Parent Common Stock (a “Parent PSU”). The number of shares of Parent Common Stock subject to each Parent PSU will be determined based on (i) actual achievement for completed performance periods, (ii) for incomplete performance periods, the greater of target achievement and actual achievement through the Effective Time using pro-rated performance goals through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board, and (iii) target achievement for future performance periods, and multiplied by the Exchange Ratio. Following the Effective Time, each Parent 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.

2

Notwithstanding the treatment of the Company Options, Company RSUs and Company PSUs described above, each (i) Company RSU held by a member of the Board who is not also an employee of the Company or any of its subsidiaries and (ii) Company Option, Company RSU and Company PSU that would otherwise have been converted into a Parent Option or Parent RSU, but with respect to which the shares of Parent Common Stock that would be subject to such Parent Option or Parent RSU could not be appropriately registered on a Form S-8 filed by Parent as a result of the holder thereof being a former employee of the Company, in each case, will be cashed out for the Merger Consideration, less the exercise price per Share for each Company Option and calculating the number of Shares subject to each Company PSU as specified in the immediately preceding paragraph, plus, with respect to Company RSUs and Company PSUs, all accumulated but unpaid dividend equivalent rights.

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

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the Company with respect to, among other things, (i) entity organization, good standing and qualifications, (ii) capital structure, (iii) authorization to enter into the Merger Agreement, (iv) consents and approvals, (v) financial statements, (vi) absence of changes, (vii) litigation, (viii) undisclosed liabilities, (ix) employee benefits, (x) labor matters, (xi) compliance with laws and licenses, (xii) material contracts, (xiii) takeover statutes, (xiv) environmental matters, (xv) taxes, (xvi) intellectual property, (xvii) data privacy, (xviii) insurance, (xix) real property, (xx) brokers and finders, (xxi) opinion of financial advisor, (xxii) broker-dealer matters, (xxiii) multilateral trading facility matters, (xxiv) derivative instruments and (xxv) top customers and top vendors.

3

The Merger Agreement also contains customary representations and warranties of Parent and Merger Sub with respect to, among other things, (i) entity organization, good standing and qualification, (ii) ownership of Merger Sub, (iii) authorization to enter into the Merger Agreement, (iv) consents and approvals, (v) litigation, (vi) brokers and finders, (vii) financial ability and (viii) solvency.

The representations and warranties of the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the closing of the transactions contemplated by the Merger Agreement (the “Closing”). The representations and warranties made by the Company are qualified by disclosures made in the Company Disclosure Letter and in its Securities and Exchange Commission (“SEC”) filings.

Covenants

The Merger Agreement contains covenants of the parties customary for a transaction of this type, including, among other things, covenants not to solicit alternative transactions during a certain period or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions described below and to allow the Board to exercise its fiduciary duties in accordance with the Merger Agreement.

During the period beginning on the date of the Merger Agreement and continuing until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, the Company will be subject to customary “no-shop” restrictions on its ability to, among other things, solicit, initiate, knowingly encourage or knowingly facilitate any alternative acquisition proposals from third parties, to participate in discussions or negotiations with such third parties regarding such alternative acquisition proposals or to provide nonpublic information to such third parties, in each case subject to certain exceptions to permit the Board to exercise its fiduciary duties. In addition, the Company has agreed that, subject to certain exceptions, the Board will not withdraw its recommendation that the Company’s stockholders vote to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement.

The Company has also agreed that it will not declare, set aside or pay any dividend or distribution in respect of any Shares, other than regular quarterly cash dividends approved by the Board in the ordinary course of business consistent with past practice (both in terms of the timing of dividend payments and the amounts paid) and in accordance with applicable law and the Company’s organizational documents.

Parent has agreed that, during the period beginning on the Effective Time and continuing until the first anniversary of the Effective Time, each continuing employee of the Company will be provided with (i) a base salary or base wage that is no less favorable than the base salary or base wage provided to such continuing employee immediately prior to the Effective Time, (ii) short- and long-term incentive compensation opportunities that are no less favorable than those provided to such continuing employee immediately prior to the Effective Time, (iii) employee benefits (subject to certain exclusions) that are no less favorable in the aggregate than either those provided to such continuing employee immediately prior to the Effective Time or those provided by Parent to similarly-situated employees, and (iv) severance protections and benefits that are no less favorable in the aggregate than those provided to such continuing employee immediately prior to the Effective Time.

Conditions to Closing

The parties’ respective obligations to consummate the Merger are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including, among others: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares (the “Company Requisite Vote”), (ii) the expiration or earlier termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other consents and approvals from governmental entities, (iii) the absence of any law or order from any governmental entity of competent jurisdiction prohibiting the consummation of the Merger, (iv) solely with respect to the obligations of Parent and Merger Sub, no Company Material Adverse Effect having occurred since the signing of the Merger Agreement and (v) certain other customary conditions relating to the parties’ representations and warranties in the Merger Agreement and the performance of their respective obligations under the Merger Agreement.

4

Termination

The Merger Agreement contains certain customary termination rights for the Company and Parent, including (i) the right of the Company to terminate the Merger Agreement, at any time prior to obtaining the Company Requisite Vote, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, subject to specified limitations and requirements (including payment of the Company Termination Fee, as described below) and (ii) the right of Parent to terminate the Merger Agreement if the Board changes its recommendation that the Company’s stockholders vote to adopt the Merger Agreement and approve the Merger as described in the Merger Agreement. In addition to the foregoing termination rights and certain other termination rights set forth in the Merger Agreement, and subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by July 29, 2027 (the “Termination Date”); provided, that if, as of the Termination Date, all of the closing conditions, other than certain conditions related to obtaining antitrust and certain other consents and approvals from governmental entities, are satisfied or waived, or are capable of being satisfied at such time, the Termination Date will automatically be extended for a period of six (6) months, with no more than two (2) such extensions permitted under the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, including if (i) Parent terminates the Merger Agreement because the Board has changed its recommendation that the Company’s stockholders vote in favor of the Merger or the Company has materially breached its obligations under the “no-shop” and related covenants or (ii) the Company terminates the Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company must pay to Parent a termination fee of $148,800,000 (the “Company Termination Fee”).

In addition, if the Merger Agreement is terminated (i) by Parent or the Company because the Merger has not been consummated by the Termination Date (prior to receipt of the Company Requisite Vote) or because the Company Requisite Vote was not obtained at the Company Stockholders Meeting to consider and vote upon the adoption of the Merger Agreement, or (ii) by Parent as a result of a material breach by the Company of its obligations under the “no-shop” and related covenants, and, in each case, a bona fide Acquisition Proposal had been publicly made or disclosed (and not withdrawn) prior to such termination, then, if within twelve (12) months after such termination the Company enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal (with all references to “15% or more” in the definition thereof deemed to be references to “50% or more”), the Company must pay the Company Termination Fee to Parent upon consummation of such transaction.

Parent must pay or cause to be paid to the Company a termination fee of $327,400,000 if the Merger Agreement is terminated (i) by the Company or Parent 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 the Company or Parent 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 the Company 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 and the Merger does not purport to be complete, and is subject to and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and their respective affiliates and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the SEC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2026, the Company entered into an amendment to the Letter Agreement with Christopher Concannon, Chief Executive Officer (the “CEO Severance Amendment”), and an amendment to the Severance Protection Agreements for each of Ilene Fiszel Bieler, Chief Financial Officer, and Scott Pintoff, General Counsel & Corporate Secretary (the “Severance Protection Agreement Amendments” and together with the CEO Severance Amendment, the “Amendments”). Under the terms of each of the Amendments, the definition of Good Reason includes changes to their respective roles with a publicly traded company. The CEO Severance Amendment provides for accelerated vesting of Company RSUs and Company PSUs in a change of control protection period, and also provides that severance pay provided thereunder is payable in a lump sum and includes a pro-rata bonus for year of termination during a change of control protection period. The Severance Protection Agreement Amendments revise the terms of accelerated vesting of Company PSUs in a change of control protection period to provide that, for any incomplete performance period, vesting will be based on the greater of target performance or the level specified in the applicable merger or transaction agreement.

The Amendments are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K. The foregoing description of the Amendments does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Amendments, which are incorporated herein by reference, and the foregoing description of the Amendments is qualified in its entirety by reference thereto.

6

Item 7.01. Regulation FD Disclosure.

On July 30, 2026, the Company and Parent issued a joint press release announcing that they have entered into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

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, by and among MarketAxess Holdings Inc., Intercontinental Exchange, Inc. and Igloo Merger Sub II, Inc.
10.1		First Amendment, dated as of July 29, 2026, to the employment letter agreement, dated January 6, 2023, by and between MarketAxess Holdings Inc. and Christopher Concannon.
10.2		First Amendment, dated as of July 29, 2026, to the Severance Protection Agreement, dated as of February 21, 2024, by and between MarketAxess Holdings Inc. and Ilene Fiszel Bieler.
10.3		Second Amendment, dated as of July 29, 2026, to the Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess Holdings Inc. and Scott Pintoff.
99.1		Joint Press Release, dated July 30, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.

7

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act (“Section 27A”), and Section 21E of the Exchange Act (“Section 21E”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A and Section 21E. Such forward-looking statements relate to, without limitation, the proposed transaction, our future economic performance, plans and objectives for future operations, and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “assume,” “believe,” “contemplate,” “could,” “intend,” “predict,” “would,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” “trend,” “objective,” “might” or comparable terminology, although not all forward-looking statements contain these identifying words.

Forward-looking statements are inherently subject to certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with accuracy and some of which we may not anticipate, including, but not limited to: (i) historical financial information may not be representative of future results; (ii) the completion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining the Company Requisite Vote, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated benefits of the proposed transaction; (iii) there may be significant transaction costs in connection with the proposed transaction and the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay the Company Termination Fee; (vi) any effect of the announcement of the proposed transaction on the Company’s ability to operate its business and retain and hire key personnel and to maintain favorable business relationships; (vii) the proposed transaction may result in the diversion of management’s time and attention from ordinary course business operations to issues relating to the proposed transaction; (viii) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unfavorable outcome of legal proceedings related to the proposed transaction; (x) the risk that the Company’s share price may decline significantly if the proposed transaction is not consummated; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors; (xiii) other risks and uncertainties detailed in periodic reports that the Company files with the SEC; (xiv) actions by third parties, including government agencies; (xv) reputational risk and potential adverse reactions of the Company’s or Parent’s customers, employees or other business partners, including those resulting from the announcement or completion of the proposed transaction; (xvi) the ability to promptly and effectively integrate the Company’s business with Parent’s business and realize the anticipated cost savings, synergies, and other financial benefits of the proposed transaction within the expected time period or at all; and (xvii) Parent’s ability to obtain the contemplated debt financing on a timely basis, on favorable terms or at all.

There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here is, and the list of factors presented in the proxy statement, in preliminary and definitive form, on Schedule 14A (the “Proxy Statement”) will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments, circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

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Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved as anticipated or that our results, estimates or assumptions will be correct. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.

Additional Information and Where to Find It; No Offer or Solicitation

In connection with the proposed Merger, the Company intends to file relevant materials with the SEC, including a Proxy Statement. This Current Report on Form 8-K is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed Merger. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF STOCKHOLDERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov). These documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the Company’s website at https://investor.marketaxess.com/financials/sec-filings/default.aspx.

Participants in the Solicitation

The Company, its directors and certain of its executive officers and employees may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed Merger. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of stockholders, filed with the SEC on April 29, 2026 (the “2026 Definitive Proxy”), which is available here. Please refer to the sections captioned “Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Definitive Proxy for more information. To the extent that certain Company participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the 2026 Definitive Proxy, such transactions have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1278021&owner=exclude. Such filings and the 2026 Definitive Proxy are available free of charge on the Company’s website at https://investor.marketaxess.com/financials/sec-filings/default.aspx or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the proposed Merger.

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SIGNATURE

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

Date: July 30, 2026				MARKETAXESS HOLDINGS INC.
				By:		/s/ Scott Pintoff
				Name:		Scott Pintoff
				Title:		General Counsel & Corporate Secretary

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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 dialling 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; NO OFFER OR SOLICITATION

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

8 documents

Press Releases

• EX-99.1 EX-99.1 39.6 KB

Agreements & Contracts

• EX-10.1 EX-10.1 14.9 KB
• EX-10.2 EX-10.2 14.6 KB
• EX-10.3 EX-10.3 13.9 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