ICE Intercontinental Exchange Inc

DESCRIPTION OF NOTES

General

Unless otherwise specified, for purposes of this section, the terms “ICE,” “we,” “us” and “our” refer to Intercontinental Exchange, Inc. and not to any of its subsidiaries. Each series of notes will be issued under an indenture (the “Senior Indenture”) between us and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a supplemental indenture thereto (a “Supplemental Indenture”), which together set forth the terms of each series of notes offered hereby. We refer to the Senior Indenture and each Supplemental Indenture collectively in this section as the “Indenture” and we refer to each person in whose name a note is registered in the note register for a series of notes in this section as a “holder” and, collectively, as the “holders.”

The following is a summary of material provisions of the Indenture. This summary does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”).

Principal, Maturity and Interest

Principal and Maturity

We will issue:

$1,250,000,000 initial aggregate principal amount of Floating Rate Senior Notes due 2023 (the “floating rate notes”),

$1,000,000,000 initial aggregate principal amount of 0.700% Senior Notes due 2023 (the “2023 notes”),

$1,500,000,000 initial aggregate principal amount of 1.850% Senior Notes due 2032 (the “2032 notes”),

$1,250,000,000 initial aggregate principal amount of 2.650% Senior Notes due 2040 (the “2040 notes”) and

$1,500,000,000 initial aggregate principal amount of 3.000% Senior Notes due 2060 (the “2060 notes” and, together with the 2023 notes, the 2032 notes and the 2040 notes, the “fixed rate notes,” and the fixed rate notes together with the floating rate notes, the “notes”) in this offering.

The floating rate notes will mature on June 15, 2023, the 2023 notes will mature on June 15, 2023, the 2032 notes will mature on September 15, 2032, the 2040 notes will mature on September 15, 2040 and the 2060 notes will mature on September 15, 2060.

Interest on the Floating Rate Notes

The floating rate notes will bear interest at a rate equal to three-month LIBOR (as defined below) plus 0.650% per annum (65 basis points) for the applicable interest period. Interest on the floating rate notes will be payable quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning on December 15, 2020 (each, a “floating rate interest payment date”); provided that, if any floating rate interest payment date would otherwise be a day that is not a Business Day (other than the floating rate interest payment date that is also the maturity date), the floating rate interest payment date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the floating rate interest payment date shall be the immediately preceding Business Day. If the maturity date is not a Business Day, payment of principal and interest will be made on the next succeeding Business Day, and no interest will accrue for the period from and after the maturity date. Interest on the floating rate notes will accrue from August 20, 2020.

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We will make each interest payment to the holders of record of the floating rate notes at the close of business on the March 1, June 1, September 1 and December 1 preceding such floating rate interest payment date (whether or not a Business Day). Interest on the floating rate notes will be computed and paid on the basis of a 360-day year and the actual number of days elapsed.

The interest rate on the floating rate notes will be reset quarterly on each March 15, June 15, September 15 and December 15, as applicable (each, an “interest reset date”). The floating rate notes will bear interest at a rate equal to three-month LIBOR for the applicable interest period or initial interest period (each as defined below) plus 0.650% per annum (65 basis points); provided that the rate shall not be less than 0.00%. The interest rate for the initial interest period will be three-month LIBOR, determined as of two London business days (as defined below) prior to the original issue date, plus 0.650% per annum (65 basis points). The “initial interest period” will be the period from and including the original issue date to but excluding the initial floating rate interest payment date. Thereafter, each “interest period” will be the period from and including a floating rate interest payment date to but excluding the immediately succeeding floating rate interest payment date; provided that the final interest period for the floating rate notes will be the period from and including the floating rate interest payment date immediately preceding the maturity date of such floating rate notes to but excluding the maturity date.

If any interest reset date would otherwise be a day that is not a Business Day, the interest reset date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the interest reset date shall be the immediately preceding Business Day.

The interest rate in effect on each day will be (i) if that day is an interest reset date, the interest rate determined as of the interest determination date (as defined below) immediately preceding such interest reset date or (ii) if that day is not an interest reset date, the interest rate determined as of the interest determination date immediately preceding the most recent interest reset date or the original issue date, as the case may be.

The interest rate applicable to each interest period commencing on the related interest reset date, or the original issue date in the case of the initial interest period, will be the rate determined as of the applicable interest determination date. The “interest determination date” will be the second London business day immediately preceding the original issue date, in the case of the initial interest period, or thereafter, the second London business day immediately preceding the immediately preceding interest reset date.

The Trustee, or its successor appointed by us, will act as calculation agent (the “Calculation Agent”). As used herein, “three-month LIBOR” means the rate determined by the Calculation Agent in accordance with the following provisions:

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All percentages resulting from any calculation of any interest rate for the floating rate notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward. Any percentage resulting from any calculation of any interest rate for the floating rate notes less than 0.00% will be deemed to be 0.00% (or .0000).

The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Additionally, the interest rate on the floating rate notes will in no event be lower than zero.

The establishment of three-month LIBOR for each interest period by the Calculation Agent (including, for the avoidance of doubt, at our direction in the case of clause (b)(2) of the definition of three-month LIBOR) or in accordance with the Benchmark Transition Provisions, as applicable, shall (in the absence of manifest error) be final and binding on us, the Calculation Agent and the holders of the floating rate notes. For the avoidance of doubt, any adjustments made pursuant to clause (b)(2) of the definition of three-month LIBOR, or the Benchmark Transition Provisions, shall not be subject to the vote or consent of the holders of the floating rate notes, and we may, without the vote or consent of the holders of the affected floating rate notes, amend or supplement the affected floating rate notes to reflect the implementation of the terms of this clause and, if applicable, the Benchmark Transition Provisions.

The Calculation Agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be on file at our principal offices, will be made available to any holder of the floating rate notes upon request and will be final and binding in the absence of manifest error. If at any time the Trustee is not the Calculation Agent, we will notify (or cause the Calculation Agent to notify) the Trustee of each determination of the interest rate applicable to the floating rate notes promptly after such determination is made.

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Effect of Benchmark Transition Event

Benchmark Replacement. If we or our designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment in its sole discretion with no liability therefor, a successor calculation agent, an independent financial advisor or such other designee of ours acting as our agent as described in these Benchmark Transition Provisions (any of such entities, a “Designee”)) determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, we or our Designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

Decisions and Determinations. Any determination, decision or election that may be made by us or our Designee pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisions, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in our or our Designee’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the floating rate notes, shall become effective without consent from the holders of the notes or any other party. In connection with any determination, decision or election pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisions, we may, in our sole discretion, designate any affiliate or agent of ours, any affiliate of our agent or any other person to make one or more determinations, decisions or elections on a temporary or permanent basis, and we may, in our sole discretion, revoke any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect.

Certain Defined Terms. In connection with the floating rate notes, the following defined terms apply:

“Benchmark” means, initially, three-month LIBOR; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to three-month LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that, if we or our Designee cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us or our Designee as of the Benchmark Replacement Date:

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“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us or our Designee as of the Benchmark Replacement Date:

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “interest period,” timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that we or our Designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our Designee decide that adoption of any portion of such market practice is not administratively feasible or if we or our Designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we or our Designee determine is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, (i) for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying such Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR) and (ii) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

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“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by us or our Designee in accordance with:

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the applicable margin of 0.650%.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“London business day” means a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is three-month LIBOR, 11:00 A.M. (London time) on the particular Interest Determination Date, and (2) if the Benchmark is not three-month LIBOR, the time determined by us or our Designee in accordance with the Benchmark Replacement Conforming Changes.

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“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Interest on the Fixed Rate Notes

Interest on the 2023 notes will accrue at the rate of 0.700% per annum, interest on the 2032 notes will accrue at the rate of 1.850% per annum, interest on the 2040 notes will accrue at the rate of 2.650% per annum, and interest on the 2060 notes will accrue at the rate of 3.000% per annum. Interest on the 2023 notes will be payable semi-annually in arrears on each June 15 and December 15 (each, a “2023 fixed rate interest payment date”), beginning on December 15, 2020, to the persons who are holders at the close of business on the June 1 and December 1, whether or not a Business Day, immediately preceding the applicable 2023 fixed rate interest payment date, and interest on the fixed rate notes (other than the 2023 notes) will be payable semi-annually in arrears on each March 15 and September 15 (together with each 2023 fixed rate interest payment date, each, a “fixed rate interest payment date” and, together with each floating rate interest payment date, each an “interest payment date”), beginning on March 15, 2021, to the persons who are holders at the close of business on the March 1 and September 1, whether or not a Business Day, immediately preceding the applicable fixed rate interest payment date. Interest on each series of fixed rate notes will accrue from August 20, 2020. Interest on the fixed rate notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

If any fixed rate interest payment date would otherwise be a day that is not a Business Day, the fixed rate interest payment date will be postponed to the immediately succeeding day that is a Business Day, with the same force and effect as if made on that fixed rate interest payment date and no interest on such payment will accrue from and after such due date.

General

Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the issue date. If any redemption date, repurchase date or maturity date falls on a day that is not a Business Day, payment of interest, principal and premium, if any, with respect to such notes will be made on the next Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. For this purpose, “Business Day” means any weekday that is not a day on which banking institutions in New York City are authorized or obligated by law or regulation to be closed.

Each series of notes will constitute a separate series under the Indenture. We may from time to time without notice to, or the consent of, any holder, create and issue additional series of notes under the Indenture. In addition, we may from time to time without notice to, or the consent of, any holder, create and issue additional notes of any series of notes under the Indenture (“additional notes”) having the same terms as the notes of such series, except for public offering price, issue date and, if applicable, the initial interest accrual date and first interest payment date. To the extent we do so, any additional notes, together with the notes of the same series, will constitute a single series under the Indenture and will vote together as one class on all matters with respect to the notes of such series; provided, however, that any additional notes that are not fungible with existing notes of

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the same series for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number than the applicable series of notes offered hereby.

We will issue the notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be entitled to the benefit of any mandatory sinking fund.

We will pay interest (including post-petition interest in any proceeding under any bankruptcy law) on overdue payments of the principal, purchase price and redemption price of the notes from time to time on demand at the rate then borne by the notes offered hereby, and will pay interest (including post-petition interest in any proceeding under any bankruptcy law) on overdue installments of interest, if any (without regard to any applicable grace periods), on the notes offered hereby from time to time on demand at the same rate to the extent lawful.

We will pay interest, principal and premium, if any, on the notes in U.S. dollars.

Ranking

The notes will be general unsecured obligations of ICE and will rank equally in right of payment with all existing and future indebtedness and other obligations of ICE that are not, by their terms, expressly subordinated in right of payment to the notes. The notes will be effectively subordinated to all of ICE’s future secured indebtedness and other secured obligations to the extent of the value of the collateral securing such indebtedness or other obligations. In addition, the notes will be structurally subordinated to all liabilities, including trade payables, of our subsidiaries that do not guarantee the notes. ICE is a holding company and does not have any material assets other than its ownership interest in its subsidiaries.

As of June 30, 2020, as adjusted to give effect to this offering, our anticipated issuance of commercial paper under the Commercial Paper Program and/or borrowings under the Revolving Credit Agreement and anticipated borrowings under a new senior unsecured term loan facility to finance the cash portion of the purchase price of the Ellie Mae Acquisition (excluding any adjustments thereto and the payment of related fees and expenses) as if each had occurred on June 30, 2020, the senior unsecured indebtedness of ICE that would rank equally with the notes consisted of the following:

For a summary of the terms of such other indebtedness, see “Description of Other Indebtedness.”

Redemption

Special Mandatory Redemption

In the event that the Ellie Mae Acquisition is not consummated on or prior to February 6, 2021 (subject to automatic extension if regulatory approval under the HSR Act has not yet been received by that date to August 6,

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2021 (the “outside date”)) or the Purchase Agreement is terminated at any time prior to the outside date, we will be required to redeem all of the outstanding notes of each series on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. The “special mandatory redemption date” will be a date selected by ICE that is a business day and will be no earlier than three business days and no later than 30 days following the transmission of a notice of special mandatory redemption as described below. Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or prior to the special mandatory redemption date will be payable on such interest payment date to the registered holders as of the close of business on the relevant record date in accordance with the notes and the indenture.

We will cause the notice of special mandatory redemption to be delivered, with a copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder of the notes. If funds sufficient to pay the special mandatory redemption price of the notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a paying agent on or before such special mandatory redemption date, and certain other conditions are satisfied, on and after such special mandatory redemption date, the notes will cease to bear interest.

Optional Redemption

Floating Rate Notes

At our option, we may redeem the floating rate notes, in whole or in part, at any time and from time to time on or after August 20, 2021, on at least 10 days’ but no more than 60 days’ prior written notice mailed (or otherwise transmitted in accordance with DTC procedures) to the holders of the floating rate notes to be redeemed, at a redemption price equal to 100% of the principal amount of the floating rate notes to be redeemed, plus accrued and unpaid interest to but excluding the date of redemption for the floating rate notes to be redeemed.

Fixed Rate Notes

At our option, we may redeem any series of the fixed rate notes, in whole or in part, at any time and from time to time prior to the maturity date, in the case of the 2023 notes, or the applicable Par Call Date, in the case of the 2032 notes, the 2040 notes and the 2060 notes, on at least 10 days’ but no more than 60 days’ prior written notice mailed (or otherwise transmitted in accordance with DTC procedures) to the holders of the fixed rate notes to be redeemed. Upon redemption of any fixed rate notes, we will pay a redemption price equal to the greater of:

plus accrued and unpaid interest to but excluding the date of redemption for the fixed rate notes to be redeemed.

At our option, we may redeem the 2032 notes, the 2040 notes and the 2060 notes, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, on at least 10 days’ but no more than 60 days’ prior written notice mailed (or otherwise transmitted in accordance with DTC procedures) to the holders of the fixed rate notes to be redeemed, at a redemption price equal to 100% of the principal amount of the fixed rate notes of such series to be redeemed, plus accrued and unpaid interest to but excluding the date of redemption for the fixed rate notes to be redeemed.

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“Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed (assuming, for this purpose, that the notes matured on the maturity date, in the case of the 2023 notes, or the applicable Par Call Date, in the case of the 2032 notes, the 2040 notes and the 2060 notes) that would be used, at the time of selection and under customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.

“Comparable Treasury Price” means, with respect to any date of redemption, the average of the Reference Treasury Dealer Quotations for that date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or if we are provided fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers selected by us.

“Par Call Date” means June 15, 2032 (three months prior to the maturity date of the 2032 notes), in the case of the 2032 notes, March 15, 2040 (six months prior to the maturity date of the 2040 notes), in the case of the 2040 notes, and March 15, 2060 (six months prior to the maturity date of the 2060 notes), in the case of the 2060 notes.

“Reference Treasury Dealer” means each of (1) BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute for such bank another Primary Treasury Dealer and (2) up to two other Primary Treasury Dealers selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us and the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day before that date of redemption.

General

On and after the applicable redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption, unless we default in the payment of the redemption price and accrued interest. On or before the applicable redemption date, we will deposit with a paying agent or the Trustee money sufficient to pay the applicable redemption price of and accrued interest on, the notes to be redeemed on that date.

In the event that we choose to redeem less than all of the notes of a series, selection of the notes of such series for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to applicable DTC procedures or regulations or by such method as the Trustee shall deem appropriate.

No notes of a principal amount of $2,000 or less shall be redeemed in part. Notice of redemption will be mailed by first-class mail (or otherwise transmitted in accordance with DTC procedures) at least 10 but not more than 60 days before the applicable redemption date to each holder of notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion

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thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the applicable redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as we have deposited with the paying agent funds in satisfaction of the applicable redemption price.

If we redeem any notes of a series, then we may prevent holders from transferring or exchanging such notes for certain periods. We may do this during the period beginning 15 days before the day we mail the notice of redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders so we can prepare the mailing. We may also refuse to register transfers or exchanges of notes selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any note being partially redeemed.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitations on Liens

We may not, and may not permit any of our Significant Subsidiaries (as defined below) to, create or permit to exist any Lien (as defined below) on any Principal Property (as defined below) of ours or any of our Significant Subsidiaries (or on any capital stock of a Significant Subsidiary), whether owned on the date of issuance of the notes or thereafter acquired, to secure any Indebtedness (as defined below), unless we contemporaneously secure the notes (together with, if we so determine, any other Indebtedness of, or guaranteed by, us or such Significant Subsidiary then existing or thereafter created which is not subordinated to the notes) equally and ratably with (or, at our option, prior to) that obligation.

“Lien” means any lien, mortgage, deed of trust, hypothecation, pledge, security interest, charge or encumbrance of any kind.

“Indebtedness” means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any borrowed money, or evidenced by notes, bonds, debentures or other instruments for money borrowed, or under any lease required to be capitalized under GAAP as in effect on the issue date, or any liability under or in respect of any banker’s acceptance (other than a daylight overdraft).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

We will not, however, be required to secure the notes if the Lien consists of Permitted Liens (as defined below), it being understood that the definition of Permitted Liens is not intended to broaden the interpretation or otherwise expand the scope of the first paragraph of this covenant.

Under the Indenture, “Permitted Liens” of any person are defined as:

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“Principal Property” means the land, improvements, buildings and fixtures (including any leasehold interest therein) constituting a corporate office, facility or other capital asset within the United States (including its territories and possessions) which is owned or leased by us or any of our Significant Subsidiaries unless the Board of Directors of ICE has determined in good faith that such office or facility is not of material importance to the total business conducted by ICE and its Significant Subsidiaries taken as a whole. With respect to any Sale and Lease-Back Transaction (as defined below) or series of related Sale and Lease-Back Transactions, the determination of whether any property is a Principal Property shall be determined by reference to all properties affected by such transaction or series of transactions.

“Significant Subsidiary” means, with respect to any person, any Subsidiary of such person that satisfies the criteria for a “Significant Subsidiary” set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.

“Subsidiary” means any corporation, limited liability company or other similar type of business entity in which we or one or more of our Subsidiaries together own more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or similar governing body of such corporation, limited liability company or other similar type of business entity, directly or indirectly.

Limitation on Sale and Lease-Back Transactions

We will not, nor will we permit any of our Significant Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or any such Sale and Lease-Back Transaction between us and one of our Significant Subsidiaries or between our Significant Subsidiaries, unless: (a) we or such Significant Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property involved in such Sale and Lease-Back Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the notes, pursuant to the covenant described above under the caption “—Limitations on Liens”; or (b) the proceeds of such Sale and Lease-Back Transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Board of Directors of ICE or such Significant Subsidiary, as the case may be) and we apply an amount equal to the net proceeds of such Sale and Lease-Back Transaction within 365 days of such Sale and Lease-Back Transaction to any (or a combination) of (i) the prepayment or retirement of the notes, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Indebtedness of ours or of one of our Significant Subsidiaries (other than Indebtedness that is subordinated to the notes or Indebtedness owed to us or one of our Significant Subsidiaries) that matures more than 12 months after its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by us or any of our Significant Subsidiaries of any Principal Property, whether now owned or hereafter acquired, which Principal Property has been or is to be sold or transferred by us or such Significant Subsidiary to such person.

“Attributable Debt” with regard to a Sale and Lease-Back Transaction with respect to any Principal Property means, at the time of determination, the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the securities of all series then outstanding under the Indenture) compounded semi-annually. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but shall not include any rent that would be required to be paid under such lease subsequent to the first date upon which it may be so terminated) or (y) the net amount determined assuming no such termination.

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Excepted Indebtedness

Notwithstanding the limitations on Liens and Sale and Lease-Back Transactions described above, and without limiting our or any Significant Subsidiary’s ability to issue, incur, create, assume or guarantee Indebtedness secured by Permitted Liens, we and any Significant Subsidiary will be permitted to incur Indebtedness secured by a Lien or may enter into a Sale and Lease-Back Transaction, in either case, without regard to the restrictions contained in the preceding two sections entitled “—Limitations on Liens” and “—Limitation on Sale and Lease-Back Transactions,” if at the time the Indebtedness is incurred and after giving effect to such Indebtedness and to the retirement of Indebtedness which is concurrently being retired, the sum of (a) the aggregate principal amount of all Indebtedness secured by Liens that are restricted by, and not otherwise permitted by, the provisions described under “—Limitations on Liens” and (b) the aggregate amount of Attributable Debt of all our Sale and Lease-Back Transactions not otherwise permitted by the provisions described under “—Limitation on Sale and Lease-Back Transactions,” does not exceed 15% of Consolidated Net Worth (as defined below).

“Consolidated Net Worth” means, the consolidated stockholders’ equity of ICE and its Subsidiaries, as defined according to GAAP.

Limitation on Mergers and Other Transactions

ICE will not consolidate or amalgamate with or merge into any person and will not convey, transfer or lease all or substantially all of the assets of it and its Subsidiaries, taken as a whole, to any person, unless:

Upon compliance with these provisions and the assumption of ICE’s obligations by a another person in connection with such a consolidation, amalgamation or merger, or conveyance, transfer or lease, ICE (except in the case of a lease) would be relieved of its obligations under the Indenture and the notes.

This “—Limitation on Mergers and Other Transactions” covenant will not apply to any conveyance, transfer, lease or other disposition of assets between or among ICE and its Subsidiaries.

Reports to Holders

The Indenture provides that any document or report that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act will be filed with the Trustee within 15 days after such document or report is filed with the SEC. The Indenture provides further that any document or report that we have filed with the SEC and that is publicly accessible on the SEC’s EDGAR system will be deemed filed with the Trustee for purposes of this provision; provided that the Trustee will have no responsibility whatsoever to monitor whether any such filing has occurred.

Events of Default

The following events will be defined in the Indenture as “Events of Default” with respect to a series of notes:

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A default or Event of Default with respect to one series of notes will not necessarily be a default or Event of Default with respect to another series of notes.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to ICE) shall occur and be continuing, the Trustee or the holders of at least 25% of the outstanding aggregate principal amount of debt securities of all affected series under the Indenture (voting together as a single class) may declare the principal of, and premium, if any, and accrued and unpaid interest on all notes to be due and payable by notice in writing to us and the Trustee.

If an Event of Default specified in clause (6) above with respect to ICE occurs and is continuing, then all unpaid principal of and premium, if any, and accrued and unpaid interest on all notes of a series shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

The Indenture provides that at any time after a declaration of acceleration with respect to a series of notes as described in the second preceding paragraph has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in principal amount of the outstanding debt securities of all affected series, by written notice to us and the Trustee, may rescind and annul such declaration and its consequences if:

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No such rescission shall affect any subsequent default or impair any right consequent thereon.

The holders of a majority in aggregate principal amount of then outstanding debt securities of all affected series under the Indenture (voting together as a single class) may waive a past default with respect to such series, except a payment default on a note or a default in respect of a covenant or provision which cannot be modified or amended without consent of each holder. If this happens, the default will be treated as if it had not occurred. No one can waive a payment default on a note or a default in respect of a covenant or provision which cannot be modified or amended without consent of each holder, without your individual approval.

The Trustee, subject to its duties during default to act with the required standard of care, may require indemnification by the holders of the series of notes with respect to which a default has occurred before proceeding to exercise any right or power under the Indenture at the request of the holders of such series of notes. Subject to such right of indemnification and to certain other limitations, the holders of a majority in aggregate principal amount of the outstanding debt securities of all affected series under the Indenture (voting together as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the series of notes.

No holder may institute any action against ICE under the Indenture unless (i) the holder has given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the notes specifying an Event of Default, as required under the Indenture, (ii) the holders of at least 25% in aggregate principal amount of the outstanding debt securities of all affected series under the Indenture (voting together as a single class) shall have requested the Trustee to institute such action and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (iii) the Trustee shall not have instituted such action within 60 days of such request and (iv) no direction inconsistent with such written request has been given to the Trustee during such 60-day period. However, a holder is entitled at any time to bring an individual lawsuit for the payment of the money due on such holder’s notes on or after their due date.

Every year ICE will give to the Trustee a written statement of one of our officers certifying that to the best of his or her knowledge we are in compliance with the Indenture and the debt securities, or else specifying any default.

Full Defeasance

We can legally release ourselves from any payment or other obligations on the notes of a series, called “full defeasance,” if we put in place the following arrangements for holders of such series of notes to be repaid:

If we accomplished full defeasance, as described above, holders of the applicable series of notes would have to rely solely on the trust deposit for repayment on their notes and holders of the applicable series of notes could not look to us for repayment in the event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent.

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We will indemnify the Trustee against any tax, fee or other charge imposed on the U.S. government obligations we deposited with the Trustee or against the principal and interest received on these obligations.

Covenant Defeasance

Under current federal tax law, we can make the same type of deposit described under “—Full Defeasance” above and be released from some of the restrictive covenants in the notes of a series. This is called “covenant defeasance.” In that event, holders of the applicable series of notes would lose the protection of those restrictive covenants but would gain the protection of having money and notes set aside in trust to repay the applicable series of notes. In order to achieve covenant defeasance, we must do the following:

If we accomplished covenant defeasance with respect to a series of notes, the following provisions of the Indenture and such series of notes would no longer apply:

If we accomplish covenant defeasance with respect to a series of notes, holders of such series of notes can still look to us for repayment of such notes if a shortfall in the trust deposit occurs. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the notes of such series became immediately due and payable, there may be such a shortfall. Depending on the event causing the default, holders of such series of notes may not be able to obtain payment of the shortfall.

Satisfaction and Discharge

The Indenture will at our request be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all outstanding notes of a series, when:

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Modification of the Indenture and Waiver of Rights of Holders

Under certain circumstances, we can make changes to the Indenture and the notes. Some types of changes require the approval of each holder of notes affected, some require approval by a vote of a majority of the aggregate principal amount of the outstanding debt securities of all affected series under the Indenture (voting together as a single class), and some changes do not require any approval at all.

Changes Requiring Approval of Each Affected Holder

First, there are changes that cannot be made to the notes without specific approval of each holder of notes affected. These include changes that:

Changes Requiring a Majority Vote

The second type of change to the Indenture and the notes requires a vote in favor by holders owning a majority of the aggregate principal amount of the outstanding debt securities of all affected series under the Indenture (voting together as a single class). Most changes fall into this category, except for clarifying changes and certain other specified changes that would not adversely affect holders of the notes in any material respect, which do not require any vote of the holders. A majority vote is required to waive any past default, except a failure to pay principal or interest and default in certain covenants and provisions of the Indenture that cannot be amended without the consent of the holder of each note of an affected series.

Governing Law

The Indenture provides that it and each series of notes will be governed by, and construed in accordance with, the laws of the State of New York.

The Trustee

The Indenture provides that, except during the continuance of an Event of Default of which a responsible officer of the Trustee shall have actual knowledge, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default with respect to a series of notes of which a

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responsible officer of the Trustee shall have actual knowledge, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of us, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Book-Entry Settlement

We will issue each series of the notes in the form of one or more permanent global notes in definitive, fully registered, book-entry form. The global notes will be deposited with or on behalf of DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the Trustee in accordance with arrangements between DTC and the Trustee.

If you wish to hold notes through the DTC system, you must either be a direct participant in DTC or hold through a direct participant in DTC. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations that have accounts with DTC. For those holders of notes outside the United States, Euroclear and Clearstream (both described below) participate in DTC through their New York depositaries (each, a “U.S. Depositary”). Indirect participants are securities brokers and dealers, banks and trust companies that do not have an account with DTC, but that clear through or maintain a custodial relationship with a direct participant. Thus, indirect participants have access to the DTC system through direct participants or through other indirect participants that have access through direct participants.

DTC may grant proxies or authorize its participants (or persons holding beneficial interests in the global notes through these participants) to exercise any rights of a holder or take any other actions that a holder is entitled to take under the Indenture or the notes. The ability of Euroclear or Clearstream to take actions as a holder of the notes under the Indenture will be limited by the ability of their respective U.S. Depositaries to carry out such actions for them through DTC. Euroclear and Clearstream will take such actions only in accordance with their respective rules and procedures.

The information in this section, including the subsections below, concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources we believe to be reliable, but we make no representation or warranty with respect to this information. DTC, Euroclear and Clearstream are under no obligation to perform or continue to perform the procedures described below, and they may modify or discontinue them at any time. We and the Trustee will not be responsible for DTC’s, Euroclear’s or Clearstream’s performance of their obligations under their rules and procedures, or for the performance by direct or indirect participants of their obligations under the rules and procedures of the clearance systems.

Transfers within DTC, Euroclear and Clearstream will be in accordance with the usual rules and operating procedures of the relevant system. Cross-market transfers between investors who hold or who will hold any notes through DTC and investors who hold or will hold any notes through Euroclear or Clearstream will be effected in DTC through the respective U.S. Depositaries of Euroclear and Clearstream.

So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the Indenture and under the notes. Except as provided below, owners of beneficial interests in a global note will not be entitled to have notes represented by that global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered the owners or holders thereof under the Indenture or under the notes for any purpose, including with respect to the giving of any direction, instruction or

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approval to the Trustee. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of that holder under the Indenture or the global note of the applicable series of notes.

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.

Payments on the notes represented by the global notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. We expect that DTC or its nominee, upon receipt of any payment on the notes represented by a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the global note as shown in the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practice as is now the case with notes held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.

The laws of some states require certain purchasers of notes to take physical delivery of the notes in definitive form. These laws may impair your ability to transfer beneficial interests in the global note or notes to such purchasers. DTC can act only on behalf of its direct participants, who in turn act on behalf of indirect participants and certain banks. Thus, your ability to pledge a beneficial interest in the global note or notes to persons that do not participate in the DTC system, and to take other actions, may be limited because you will not possess a physical certificate that represents your interest.

The Depository Trust Company

DTC has advised us as follows:

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures. Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the participants in DTC, on the one hand, and Euroclear and Clearstream participants, on the other hand, will be effected through DTC in accordance with

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DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the U.S. Depositaries for Euroclear or Clearstream.

Clearstream

Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to interests in the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (the “Euroclear Terms and Conditions”) and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern:

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All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding securities through Euroclear Participants.

Distributions with respect to interests in the notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions, to the extent received by the U.S. Depositary for the Euroclear Operator.

Certificated Notes

We will issue certificated notes of a series to each person that DTC identifies as the beneficial owner of the notes represented by the global notes of such series upon surrender by DTC of the global notes of such series only if:

We and the Trustee will not be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial owners of the related notes. We and the Trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued.

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DESCRIPTION OF OTHER INDEBTEDNESS

Set forth below is a summary of certain of our outstanding indebtedness and other financing arrangements. The following summary is not a complete description of the terms of these debt obligations and financing arrangements and is qualified in its entirety by reference to the applicable governing agreements, which are included as exhibits to our filings with the SEC incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Where You Can Find Additional Information.”

Revolving Credit Agreement

ICE is a party to that certain Credit Agreement, dated as of April 3, 2014 (as amended by (i) the First Amendment to Credit Agreement, dated as of May 15, 2015, (ii) the Second Amendment to Credit Agreement, dated as of November 9, 2015, (iii) the Third Amendment to Credit Agreement, dated as of November 13, 2015, (iv) the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, (v) the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, and (vi) the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the “Existing Revolving Credit Agreement”), among ICE, as borrower, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, providing for a senior unsecured revolving credit facility in the aggregate principal amount of $3.4 billion.

On August 14, 2020, ICE agreed with the lenders under the Existing Revolving Credit Agreement to amend the terms of the Existing Revolving Credit Agreement (the “Seventh Amendment”) to make certain changes, including (i) increasing the ratio level in the maximum total leverage ratio covenant from 3.50:1.00 to (x) 4:50:1.00 for each of the four fiscal quarters immediately following the consummation of the Ellie Mae Acquisition and (y) 4.00:1.00 for each of the four fiscal quarters thereafter, before reverting back to a ratio level of 3:50:1.00, and (ii) modifying the conditions precedent so that, as a one-time event, ICE is permitted to make a single borrowing in a principal amount not to exceed the aggregated unutilized commitments at such time solely for the purpose of (x) financing a portion of the consideration paid by ICE to consummate the Ellie Mae Acquisition, (y) refinancing all or a portion of the existing indebtedness of EMIH and its subsidiaries, and/or (z) paying fees, costs, commissions and expenses in connection with the Ellie Mae Acquisition and related transactions, subject to only those conditions precedent set forth therein for such single borrowing.

Following the effectiveness of the Seventh Amendment, ICE anticipates entering into a further amendment to the Amended Revolving Credit Agreement (as defined below) with the lenders to amend the terms of the Amended Revolving Credit Agreement (the “Eighth Amendment”) to make certain changes, including, (i) extending the maturity date thereunder to a date that is the fifth anniversary of the effectiveness date of the Eighth Amendment and (ii) increasing the interest rates thereunder as described below. As part of the same amendment, ICE may obtain additional commitments under the Amended Revolving Credit Agreement from the lenders thereunder to increase the available commitments thereunder up to approximately $3.725 billion.

The Existing Revolving Credit Agreement, as amended by the Seventh Amendment is referred to herein as the “Amended Revolving Credit Agreement.” The Amended Revolving Credit Agreement, as is expected to be amended by the Eighth Amendment (including the commitment increase described in the immediately preceding paragraph) is referred to herein as the “Revolving Credit Agreement,” and the credit facility thereunder is referred to herein as the “Revolving Credit Facility.”

The Amended Revolving Credit Agreement provides for a $3.4 billion multi-currency revolving facility (or, in the event that the commitment increased described above in connection with the Eighth Amendment becomes effective, the Revolving Credit Agreement shall provide for up to an approximately $3.725 billion multi-currency revolving facility), with sub-limits for non-dollar borrowings and letters of credit and with a swingline facility available on same day basis. The Amended Revolving Credit Agreement includes, and the Revolving Credit Agreement shall include, an option for ICE to propose an increase in the aggregate amount available for

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borrowing by up to $1.0 billion (minus any commitment increase pursuant to the Eighth Amendment), subject to the consent of the lenders funding the increase and certain other conditions. The commitments under the Amended Revolving Credit Agreement mature on August 9, 2023 or, if the Eighth Amendment shall have become effective, the commitments under the Revolving Credit Agreement shall mature on the fifth anniversary of the effective date of the Eighth Amendment. Amounts borrowed under the Amended Revolving Credit Agreement and the Revolving Credit Agreement may be prepaid at any time without premium or penalty, and borrowings thereunder bear interest at LIBOR or a base rate, at ICE’s option, plus an applicable ratings-based margin ranging from (x) prior to the effectiveness of the rate increases contemplated by the Eighth Amendment, 0.875% to 1.500% on LIBOR loans, and (y) after the effectiveness of the rate increases contemplated by the Eighth Amendment, 1.125% to 1.875% on LIBOR loans, and from (x) prior to the effectiveness of the rate increases contemplated by the Eighth Amendment, 0.000% to 0.500% for base rate loans, and (y) after the effectiveness of the rate increases contemplated by the Eighth Amendment, 0.125% to 0.875% for base rate loans.

The amounts available under the Amended Revolving Credit Agreement and the Revolving Credit Agreement are available to ICE to use for working capital and general corporate purposes including, but not limited to, acting as a backstop to the amounts issued under ICE’s Commercial Paper Program described below.

The Amended Revolving Credit Agreement contains customary representations and warranties, covenants and events of default, including (i) a leverage ratio maintenance covenant, (ii) limitations on liens on the assets of ICE or its subsidiaries, (iii) limitations on indebtedness of ICE’s subsidiaries, (iv) limitations on the sale of all or substantially all of the assets of ICE and its subsidiaries, (v) limitations on fundamental changes, and (vi) other matters. The representations and warranties, covenants and events of default under the Revolving Credit Agreement are expected to be consistent with the representations and warranties, covenants and events of default under the Amended Revolving Credit Agreement, except that the Revolving Credit Agreement is expected to also include a negative covenant setting forth limitations on dividends and distributions by ICE (subject to certain expectations) for so long as any loans made under the Bridge Facility (if applicable and described below) remain outstanding. As of June 30, 2020, we were in compliance with all applicable covenants under the Existing Revolving Credit Agreement. The documentation for the Eighth Amendment has not been finalized and become effective and, accordingly, the actual terms of the Eighth Amendment may differ from that described in this prospectus supplement.

No amounts were outstanding under the Existing Revolving Credit Agreement as of June 30, 2020. Of the $3.4 billion that was available for borrowing under the Existing Revolving Credit Agreement as of June 30, 2020, $700 million was required to back-stop the amount outstanding under our Commercial Paper Program as of June 30, 2020 and $171 million was required to support certain broker-dealer and other subsidiary commitments. The amount required to back-stop our Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.5 billion as of June 30, 2020 was available to us to use for working capital and general corporate purposes, and any portion of the Revolving Credit Facility no longer necessary in the future to be reserved for the foregoing purposes will be available to us to use for working capital and general corporate purposes. Any incremental amount of commercial paper that we issue under our Commercial Paper Program to fund a portion of the cash purchase price for the Ellie Mae Acquisition or otherwise will increase the amount required to back-stop our commercial paper and thus effectively reduce the amount available for borrowing under the Amended Revolving Credit Agreement and the Revolving Credit Agreement.

Bridge Facility Commitment Letter

On August 6, 2020, ICE, Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Credit Suisse Securities (USA) LLC, Credit Suisse AG, and Goldman Sachs Bank USA entered into a financing commitment letter (the “Commitment Letter”) for a 364-day senior unsecured bridge facility (the “Bridge Facility”) in an aggregate initial principal amount of $10.65 billion for the purpose of providing back-up financing for the cash

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portion of the purchase price of the Ellie Mae Acquisition. On August 14, 2020, affiliates of the remainder of the underwriters signed a joinder agreement to the Commitment Letter. The commitments under the Bridge Facility (i) were automatically reduced by $3.4 billion on August 14, 2020 when we entered into the Seventh Amendment to the Credit Agreement, and (ii) will be reduced by the gross proceeds received by us from this offering. In addition, the commitments under the Bridge Facility will be reduced by the commitments we receive from lenders with respect to the proposed Term Loan Credit Agreement (as defined and described below).

If ICE has not obtained permanent financing sufficient to consummate the Ellie Mae Acquisition and commitments under the Bridge Facility have not been reduced to zero as anticipated, the proceeds of the loans extended thereunder will to be used to finance (a) a portion of the cash purchase price for the Ellie Mae Acquisition, (b) the refinancing of certain existing indebtedness of EMIH and its subsidiaries, and (c) the payment of fees, costs and expenses incurred in connection with the Ellie Mae Acquisition and related transactions.

If funded, each loan under the Bridge Facility will, at ICE’s option, bear interest on the principal amount outstanding at either (a) LIBOR plus an applicable margin rate or (b) a “base rate” plus an applicable margin rate. The applicable margin rate will range from 1.125% to 1.875% on LIBOR loans and from 0.125% to 0.875% for base rate loans based on a ratings-based pricing grid. The Bridge Facility will include customary provisions relating to mandatory prepayments and commitment reductions with proceeds of (i) non-ordinary course sales or other dispositions received by ICE or any of its wholly-owned subsidiaries, (ii) debt for borrowed money or incurrence of loans under any credit facility received by ICE or any of its wholly-owned subsidiaries, (iii) borrowings under the Revolving Credit Agreement and commercial paper financings received by ICE, and (iv) equity issuances received by ICE, in each case, subject to specified exceptions and baskets. Further, ICE will have the right to prepay the outstanding loans under the Bridge Facility, in whole or in part, without premium or penalty.

The Bridge Facility will contain affirmative and negative covenants and events of default that are substantially similar to those in the Revolving Credit Facility. The Bridge Facility will also contain other customary representations, warranties and covenants.

Term Loan Credit Facility

In connection with the Ellie Mae Acquisition, ICE expects to enter into a new senior unsecured term loan facility in the aggregate principal amount of up to $2.0 billion (the “Term Loan Facility”), pursuant to a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders that shall be a signatory thereto. The proceeds of the loans to be extended under the Term Loan Facility are expected to be used (i) to (A) finance a portion of the cash purchase price for the Ellie Mae Acquisition, (B) refinance a portion of the loans made under the Bridge Facility (if any), (C) refinance all or a portion of the existing indebtedness of EMIH and its subsidiaries, and/or (D) pay fees, costs, commissions and expenses in connection with the Ellie Mae Acquisition and related transactions, and (ii) to provide for working capital and other general corporate purposes. The Term Loan Facility will have no required amortization and mature on the date that is 18 months after the funding date thereunder. The commitments under the Term Loan Facility shall reduce the commitments under a portion of the Bridge Facility on a dollar-for dollar-basis.

It is anticipated that each loan under the Term Loan Facility will, at ICE’s option, bear interest on the principal amount outstanding at either (a) LIBOR plus an applicable margin rate or (b) a “base rate” plus an applicable margin rate. The applicable margin rate is expected to range from 1.000% to 1.750% on LIBOR loans and from 0.000% to 0.750% for base rate loans based on a ratings-based pricing grid. ICE will have the right to prepay the outstanding loans under the Term Loan Facility, in whole or in part, without premium or penalty.

The Term Loan Facility is expected to contain affirmative and negative covenants and events of default that are substantially similar to those in the Revolving Credit Facility. The Term Loan Facility is also expected to include

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other customary representations, warranties and covenants. The documentation for the Term Loan Credit Agreement has not been finalized and become effective and, accordingly, the actual terms of the Term Loan Credit Agreement may differ from that described in this prospectus supplement.

Commercial Paper Program

ICE maintains a U.S. dollar commercial paper program (the “Commercial Paper Program”) for the issuance of unsecured commercial paper in the U.S. capital markets. The Commercial Paper Program is currently backed by the borrowing capacity available under the Revolving Credit Agreement. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (such as USD LIBOR). The fluctuation of these rates due to market conditions may impact our interest expense.

Commercial paper notes of $700 million with original maturities ranging from 6 to 87 days were outstanding as of June 30, 2020 under our Commercial Paper Program.

Senior Notes

In May 2020, we issued $1.25 billion aggregate principal amount of 2.10% senior unsecured fixed rate notes due June 2030 (the “2.10% Senior Notes due 2030”) and $1.25 billion aggregate principal amount of 3.00% senior unsecured fixed rate notes due June 2050 (the “3.00% Senior Notes due 2050”). We used the net proceeds from the offering of the 2.10% Senior Notes due 2030 and the 3.00% Senior Notes due 2050 for general corporate purposes, including to fund the redemption of $1.25 billion aggregate principal amount of 2.75% senior unsecured fixed rate notes due December 2020 (the “2.75% Senior Notes due 2020”) and to pay down a portion of the amounts outstanding under our Commercial Paper Program.

In August 2018, we issued $400 million aggregate principal amount of 3.45% senior unsecured fixed rate notes due September 2023 (the “3.45% Senior Notes due 2023”), $600 million aggregate principal amount of 3.75% senior unsecured fixed rate notes due September 2028 (the “3.75% Senior Notes due 2028”) and $1.25 billion aggregate principal amount of 4.25% senior unsecured fixed rate notes due September 2048 (the “4.25% Senior Notes due 2048”). We used the net proceeds from the offering of the 3.45% Senior Notes due 2023, the 3.75% Senior Notes due 2025 and the 4.25% Senior Notes due 2048 for general corporate purposes, including to fund the redemption of $600 million aggregate principal amount of 2.50% senior unsecured fixed rate notes due October 2018 (the “2.50% Senior Notes due 2018”) and to pay down a portion of the amounts outstanding under our Commercial Paper Program.

In August 2017, we issued $500 million aggregate principal amount of 2.35% senior unsecured fixed rate notes due September 2022 (the “2.35% Senior Notes due 2022”), and $500 million aggregate principal amount of 3.10% senior unsecured fixed rate notes due September 2027 (the “3.10% Senior Notes due 2027”). We used the net proceeds from the offering of the 2.35% Senior Notes due 2022 and the 3.10% Senior Notes due 2027 for general corporate purposes, including to fund the redemption of NYSE Holdings LLC’s (“NYSE”) $850 million aggregate principal amount of 2.00% senior unsecured fixed rate notes due October 2017 and to pay down a portion of the amounts outstanding under our Commercial Paper Program.

In November 2015, we issued $1.25 billion aggregate principal amount of the 2.75% Senior Notes due 2020 and $1.25 billion aggregate principal amount of 3.75% senior unsecured fixed rate notes due December 2025 (the “3.75% Senior Notes due 2025”). We used the net proceeds from the offering of the 2.75% Senior Notes due 2020 and the 3.75% Senior Notes due 2025, together with $1.6 billion of borrowings under our Commercial Paper Program, to finance the $4.1 billion cash portion of the purchase price of our acquisition of Interactive Data Corporation.

In October 2013, we issued $600 million of the 2.50% Senior Notes due 2018 and $800 million aggregate principal amount of 4.00% senior unsecured fixed rate notes due October 2023 (the “4.00% Senior Notes due

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2023” and, together with the 2.35% Senior Notes due 2022, the 3.45% Senior Notes due 2023, the 3.75% Senior Notes due 2025, the 3.10% Senior Notes due 2027, the 3.75% Senior Notes due 2028, the 2.10% Senior Notes due 2030, the 4.25% Senior Notes due 2048 and the 3.00% Senior Notes due 2050, the “Senior Notes”). We used the net proceeds from the offering of the 2.50% Senior Notes due 2018 and the 4.00% Senior Notes due 2023, together with available cash and $400 million borrowed in October 2013 under a senior unsecured revolving credit facility, to finance the $2.7 billion cash portion of the purchase price of our acquisition of NYSE.

Future Capital Requirements

Our future capital requirements will depend on many factors, including the rate of growth across our trading and clearing and data and listings segments, strategic plans and acquisitions, including the pending Ellie Mae Acquisition and other acquisitions we may consummate in the near term, available sources for financing activities, required technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business, potential stock repurchases, and the continuing market acceptance of our electronic trading and clearing platforms.

We regularly explore and evaluate strategic acquisitions in the United States and abroad that could provide us with opportunities to further grow our business and enhance our competitive position, any of which, individually or in the aggregate, may be material to our business. We continue to engage actively in discussions with industry participants regarding potential business combination transactions, the nature, size and timing of which are uncertain. We have a variety of funding sources available to finance any acquisitions announced in the near term, including the issuance of additional equity or debt securities or available cash. Business combination transactions, including the pending Ellie Mae Acquisition, involve a number of risks, including, among others, challenges of integrating multiple businesses. For a more complete discussion of these risks, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019. The occurrence of any of such risks could have a material adverse impact on our financial condition, businesses or results of operations and could adversely affect our debt credit ratings.

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