ICE: Material agreement · Company disclosure

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger Overview On July 29, 2026, Intercontinental Exchange, Inc., a Delaware corporation (“ ICE ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MarketAxess Holdings Inc., a Delaware corporation (“ MarketAxess ”), and Igloo Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of ICE (“ Merger Sub ”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into MarketAxess (the “ Merger ”), with MarketAxess surviving as a wholly owned subsidiary of ICE. ICE’s board of directors has unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair and in the best interests of ICE and its stockholders, and approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Merger Consideration Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.003 per share, of MarketAxess (“ MarketAxess Common Stock ”) issued and outstanding immediately prior to the Effective Time, other than shares of MarketAxess Common Stock (i) owned by ICE, Merger Sub or any of their respective subsidiaries, (ii) held by MarketAxess as treasury stock or owned by any subsidiary of MarketAxess (other than shares held with respect to the MarketAxess ESPP (as defined below)) and (iii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “ DGCL ”), will be converted into the right to receive $167.00 in cash per share, wi