SECURITIES AND EXCHANGE COMMISSION
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number
001-36198
INTERCONTINENTAL EXCHANGE, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | | |
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5660 New Northside Drive, | | |
(Address of principal executive offices) | | |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.01 par value per share | | | | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of
the Exchange Act. Yes ☒ No ☐
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant
to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of
the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s voting and
non-voting
common equity held by
non-affiliates
computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $62.8 billion
.
As of February 5, 2024, the number of shares of the registrant’s Common Stock outstanding was 572,616,425 shares.
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| PCAOB ID: 42 | | Auditor Name: Ernst & Young LLP | | Auditor Location: New York, New York |
DOCUMENTS INCORPORATED BY REFERENCE
On February 8, 2024, Intercontinental Exchange Inc. (“we,” “us,” “our,” the “Company,” or “ICE”) filed its Annual Report on
Form 10-K for
the fiscal year ended December 31, 2023 (“2023
Form 10-K”) with
the U.S. Securities and Exchange Commission (the “SEC”).
We are filing this Amendment No. 1 on
Form 10-K/A (“Amendment
No. 1”) to amend Part IV, Item 15 of the 2023
Form 10-K to
provide the financial statements of Bakkt Holdings, Inc. (“Bakkt”) filed pursuant to
Rule 3-09 of
Regulation S-X. Bakkt
was a significant equity investee under
Rule 3-09 for
the year ended December 31, 2022. We concluded that Bakkt no longer meets the significance test for the year ended December 31, 2023. However, in accordance with Rule
3-09
of Regulation
S-X,
as Bakkt met the significance test for a prior year presented in the financial statements included in the 2023 Form 10-K, this Amendment No. 1 is being filed to provide the financial statements of Bakkt. No other changes are being made to the 2023
Form 10-K pursuant
to this Amendment No. 1. The consolidated financial statements of Bakkt as of and for the year ended December 31, 2023 provided hereby were prepared and provided to us by Bakkt.
Except as otherwise expressly noted, this Amendment No. 1 does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the disclosures in or exhibits to the 2023
Form 10-K;
nor does it reflect events occurring after the filing of the 2023
Form 10-K. Among
other things, forward-looking statements made in the 2023
Form 10-K have
not been revised to reflect events
t
hat occurred or facts that became known to us after the filing of the 2023
Form 10-K, and
such forward-looking statements should be read in their historical context. Furthermore, this Amendment No. 1 should be read in conjunction with the 2023
Form 10-K
and any subsequent filings with the SEC.
