v3.25.4

Equity | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Equity | Equity Common Stock We are authorized to issue 1.5 billion shares with a par value of $0.01 per share. Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders are entitled to vote, including the election and removal of directors. There were 653 million and 567 million shares of common stock issued and outstanding, respectively, as of December 31, 2025. There were 651 million and 574 million shares of common stock issued and outstanding, respectively, as of December 31, 2024. Preferred Stock We are authorized to issue 100 million shares of preferred stock with a par value of $0.01 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of December 31, 2025, no shares of preferred stock have been issued. Treasury Stock Stock Repurchase Program In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. The $3.0 billion replaced the previous amount approved by the Board. The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time. In making a determination regarding the timing and extent of any stock repurchases, we consider multiple factors that may include: overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources. We fund repurchases from our operating cash flow or borrowings under our debt facilities or Commercial Paper Program. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. In December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022. In connection with our acquisition of Black Knight, on May 4, 2022, we terminated our Rule 10b5-1 trading plan and suspended share repurchases. In February 2025, we entered into a new Rule 10b5-1 trading plan that became effective on February 21, 2025. During 2025, we repurchased 7.7 million shares of our outstanding common stock at a cost of $1.3 billion. During 2025, we recorded $10 million of excise tax in treasury stock as part of the cost basis of the shares repurchased. The shares repurchased are held in treasury stock. We did not have any share repurchases in 2024 or 2023. We may begin or discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans. Shares withheld for taxes on employee equity awards During each of 2025, 2024 and 2023, we received 1 million shares of common stock from employees to satisfy tax withholdings we made on their behalf for vesting of restricted stock units and stock option exercises. We recorded the receipt of the shares as treasury stock. Non-Controlling Interests For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the non-ICE interests are shown as non-controlling interests. As of December 31, 2025, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi. As of December 31, 2025, we have redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024. Dividends Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives, our financial results and capital requirements, and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio. We declared and paid cash dividends per share during the periods presented as follows:
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Annual dividends per share(1) | $ | 1.92 |  |  | $ | 1.80 |  |  | $ | 1.68 |
Dividends paid (in millions) | $ | 1,105 |  |  | $ | 1,039 |  |  | $ | 955 |
(1) The quarterly dividends per share were $0.48, $0.45 and $0.42 in 2025, 2024 and 2023, respectively.
Accumulated Other Comprehensive Income/(Loss) The following table present changes in the accumulated balances for each component of other comprehensive income/(loss) (in millions):
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component
| Foreign currency translation adjustments |  | Comprehensive income from equity method investment |  | Employee benefit plans adjustments |  | Total
Balance, as of January 1, 2023 | $ | (278) |  |  | $ | 2 |  |  | $ | (55) |  |  | $ | (331) |
Other comprehensive income/(loss) | 49 |  |  | — |  |  | (15) |  |  | 34 |
Income tax benefit/(expense) | (1) |  |  | — |  |  | 4 |  |  | 3 |
Net current period other comprehensive income/(loss) | 48 |  |  | — |  |  | (11) |  |  | 37 |
Balance, as of December 31, 2023 | (230) |  |  | 2 |  |  | (66) |  |  | (294) |
Other comprehensive income/(loss) | (55) |  |  | 9 |  |  | 5 |  |  | (41) |
Income tax expense | — |  |  | (2) |  |  | (1) |  |  | (3) |
Net current period other comprehensive income/(loss) | (55) |  |  | 7 |  |  | 4 |  |  | (44) |
Balance, as of December 31, 2024 | (285) |  |  | 9 |  |  | (62) |  |  | (338) |
Other comprehensive income | 99 |  |  | 1 |  |  | 21 |  |  | 121 |
Income tax expense | — |  |  | (1) |  |  | (6) |  |  | (7) |
Net current period other comprehensive income | 99 |  |  | — |  |  | 15 |  |  | 114 |
Balance, as of December 31, 2025 | $ | (186) |  |  | $ | 9 |  |  | $ | (47) |  |  | $ | (224) |

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