v3.25.4

Share-Based Compensation | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Share-Based Compensation | Share-Based Compensation The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units and under our employee stock purchase plan were as follows (in millions):
| Year ended December 31,
| 2025 |  | 2024 |  | 2023
Classified as compensation and benefits expenses: |  |  |  |  |
Stock options and RSUs | $ | 223 |  |  | $ | 214 |  |  | $ | 201 |
ESPP | 15 |  |  | 14 |  |  | 13 |
Capitalized as software development costs | (26) |  |  | (21) |  |  | (18) |
Total | $ | 212 |  |  | $ | 207 |  |  | $ | 196 |
Classified as acquisition-related transaction and integration costs | 26 |  |  | 24 |  |  | 61 |
Total non-cash compensation expense | $ | 238 |  |  | $ | 231 |  |  | $ | 257 |
As of December 31, 2025, we had 34.9 million shares in total under various equity plans available for future issuance as stock option and restricted stock units. Stock Options We have historically granted stock options with an exercise price equal to the fair value of our common stock on the grant date. We may grant, under provisions of the plans, both incentive stock options and nonqualified stock options. The options generally vest over three years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment. The shares of common stock issued under our stock option plans are made available from authorized and unissued common stock or treasury shares. Compensation expense arising from option grants is recognized ratably over the vesting period based on the grant date fair value, net of estimated forfeitures. The following is a summary of our stock option activity:
| Number of Options (in thousands) |  | Weighted Average Exercise Price per Option
Outstanding at January 1, 2023 | 2,787 |  |  | $ | 76.38 |
Granted | 280 |  |  | 107.66 |
Exercised | (508) |  |  | 58.05 |
Forfeited | (20) |  |  | 114.19 |
Outstanding at December 31, 2023 | 2,539 |  |  | $ | 83.20 |
Granted | 212 |  |  | 135.46 |
Exercised | (561) |  |  | 61.21 |
Outstanding at December 31, 2024 | 2,190 |  |  | $ | 93.90 |
Granted | — |  |  | — |
Exercised | (387) |  |  | 67.49 |
Outstanding at December 31, 2025 | 1,803 |  |  | $ | 99.59 |
Details of stock options outstanding as of December 31, 2025 are as follows:
| Number of Options (in thousands) |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (In millions)
Vested or expected to vest | 1,803 |  | $ | 99.59 |  | 4.8 |  | $ | 123
Exercisable | 1,571 |  | $ | 95.89 |  | 4.4 |  | $ | 113
Details of stock options exercised during 2025, 2024 and 2023 are as follows:
| Year Ended December 31,
Options exercised: | 2025 |  | 2024 |  | 2023
Total intrinsic value of options exercised (in millions) | $ | 41 |  |  | $ | 42 |  | $ | 25
| As of December 31,
Options outstanding: | 2025 |  | 2024 |  | 2023
Number of options exercisable (in thousands) | 1,571 |  |  | 1,715 |  |  | 2,000 |
Weighted-average exercise price | $ | 95.89 |  |  | $ | 85.59 |  |  | $ | 74.49 |
As of December 31, 2025, there were $3 million in total unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted average period of less than one year as the stock options vest. We use the Black-Scholes option pricing model to value our stock option awards. We did not grant any stock options in 2025. During 2024 and 2023, we used the assumptions in the table below to compute the value:
|  | Year Ended December 31,
Assumptions: |  |  | 2024 |  | 2023
Risk-free interest rate |  |  | 4.14% |  | 3.47%
Expected life in years |  |  | 6.0 |  | 6.1
Expected volatility |  |  | 24% |  | 24%
Expected dividend yield |  |  | 1.33% |  | 1.56%
Estimated weighted-average fair value of options granted per share |  |  | $37.56 |  | $27.39
The risk-free interest rate was based on the zero-coupon U.S. Treasury yield curve in effect at the date of grant. The expected life is derived from historical and anticipated future exercise patterns. Expected volatility was based on historical volatility data of our stock. Restricted Stock Units Restricted stock units are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return. We issue awards that may contain a combination of time, performance and/or market conditions as described below. Granted but unvested shares are generally forfeited upon termination of employment, whereby compensation costs previously recognized for unvested shares are reversed. Until the shares vest and are issued, participants have no voting or dividend rights and the shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Unvested restricted stock units earn dividend equivalents which are paid in cash on the vesting date. Service Condition RSUs During 2025, 2024, and 2023, we granted 0.9 million, 1.0 million, and 1.2 million, respectively, of time-based RSUs. The grant date fair value of each award was based on the closing stock price of our stock at the date of grant. These RSUs generally vest in equal installments on each anniversary of the grant date, subject to continued employment. The grant date fair value of time-based RSUs is recognized as expense ratably over the vesting period, which is three or four years, net of forfeitures. In connection with our Black Knight acquisition in September 2023, certain restricted stock units held by Black Knight employees were converted to ICE restricted stock awards. The replacement awards contain the same terms and conditions as were applicable to the awards immediately prior to the merger. These awards will be fully vested by 2026. In connection with the Divestitures and certain terminations, $55 million of replacement restricted stock awards accelerated for the period between the acquisition date of September 5, 2023, through December 31, 2023, which we recorded as acquisition-related costs (see Note 3). Performance Condition RSUs During 2025, 2024, and 2023, we granted 0.3 million, 0.4 million, and 0.4 million, respectively, of one-year performance based RSUs, or PSUs, to certain of our employees. The number of shares that will ultimately vest under these PSUs is based on the grant date year's EBITDA relative to a pre-established goal set by our Board and the Compensation Committee. The PSUs will then vest in three equal installments on each anniversary of the grant date, subject to continued employment. The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant. For these PSUs, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable actual financial performance as compared to the financial performance targets, net of estimated forfeitures. In 2025, 2024, and 2023, we performed at a performance level "above target". During both 2025 and 2024, we granted 0.1 million of three-year PSUs to certain of our employees. The number of shares that will ultimately vest under these PSUs is based on our full year EBITDA three years from the grant date relative to a pre-established goal set by our Board and the Compensation Committee. These PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment. The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant. For these PSUs, we recognize expense ratably over the vesting period based on our quarterly assessment of the probable actual financial performance as compared to the financial performance targets, net of estimated forfeitures. As of December 31, 2025, our best estimate is that the financial performance level will be at target for the performance period for both years. In October 2023, we granted deal incentive PSUs that will ultimately vest based on the synergy targets set by our Board and the Compensation Committee. The awards have three separate performance periods all beginning on the grant date with the first ending on December 31, 2026, second on December 31, 2027, and the last on December 31, 2028. The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant. For these PSUs, we recognize expense on an accelerated basis over the performance periods based on our quarterly assessment of the probable actual synergy achievement as compared to the targets. As of December 31, 2025, our best estimate is that the achievement level will be at target for the performance period. Market Condition RSUs During each of 2025, 2024, and 2023, we granted 0.1 million of total stockholder return, or TSR, performance based RSUs, or TSR-based PSUs. The number of shares that will ultimately vest under these TSR-based PSUs will be based on our cumulative TSR performance over the three-year period relative to that of the S&P 500. These TSR-based PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment. The fair values of these awards were estimated based on a simulation of various outcomes and includes inputs such as our stock price at the beginning of the period subject to the market condition, the risk-free interest rate, the time period of the market condition and the expected volatility of ICE's stock and the underlying equity securities of the S&P 500 benchmark index subject to the market condition. For these awards, we recognize expense ratably over the vesting period, net of forfeitures. The following is a summary of nonvested restricted shares under all plans discussed above:
| Number of Restricted Stock Shares (in thousands) |  | Weighted Average Grant-Date Fair Value per Share
Nonvested at January 1, 2023 | 2,946 |  | $ | 117.14 |
Granted | 3,561 |  | 110.96 |
Vested | (1,942) |  | 112.39 |
Forfeited | (269) |  | 114.88 |
Nonvested at December 31, 2023 | 4,296 |  | $ | 114.31 |
Granted | 1,761 |  | 136.03 |
Vested | (1,700) |  | 115.50 |
Forfeited | (258) |  | 120.94 |
Nonvested at December 31, 2024 | 4,099 |  | $ | 121.10 |
Granted | 1,480 |  | 167.54 |
Vested | (1,747) |  | 122.74 |
Forfeited | (170) |  | 138.08 |
Nonvested at December 31, 2025 | 3,662 |  | $ | 137.19 |
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Time-based restricted stock units granted (in thousands)(1) | 922 |  | 1,031 |  | 1,191
Total fair value of restricted stock vested under all restricted stock plans (in millions) | $ | 289 |  |  | $ | 227 |  |  | $ | 150 |
(1) The remaining shares granted are performance-based. Performance-based restricted shares have been presented in the table above to reflect the actual shares issued based on the achievement of past performance targets, also considering the impact of any market conditions. Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met. Time-based awards reflected in the table above include Black Knight unvested awards that converted to our awards on the date of acquisition, as discussed above. As of December 31, 2025, there were $234 million in total unrecognized compensation costs related to time-based and performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of 1.4 years as the restricted stock vests. Employee Stock Purchase Plan We offer our employees participation in our ESPP, under which we have reserved and may sell up to 25 million shares of our common stock to employees. The ESPP grants participating employees the right to acquire our stock in increments of 1% of eligible pay, with a maximum contribution of 25% of eligible pay, subject to applicable annual Internal Revenue Service, or IRS, limitations. Under our ESPP, participating employees are limited to $25,000 of common stock annually, and a maximum of 1,250 shares of common stock each offering period. There are two offering periods each year, from January 1 st (or the first trading day thereafter) through June 30 th (or the last trading day prior to such date) and from July 1 st (or the first trading day thereafter) through December 31 st (or the last trading day prior to such date). The purchase price per share of common stock is 85% of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

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