ICE Restated Charter Keeps Voting Limits for Swap Venue Members

Item	Detail
Document	Eighth Amended and Restated Certificate of Incorporation
Effective	August 28, 2026
Board approval	February 27, 2026
Stockholder approval	May 15, 2026
SBSEF voting limit	Members may not vote above 20% of voting power
SBSEF ownership limit	Members may not own 20% or more of any voting class

Intercontinental Exchange said on August 28 that a new certificate of incorporation became effective. The change was reported under Item 5.03 of an 8-K. According to the filing, it supplements amendments made in August 2025, when ICE Swap Trade, LLC registered with the SEC as a security-based swap execution facility (SBSEF); those amendments extended existing limits on stockholder voting and ownership to SBSEFs and expanded requirements for SEC review of charter changes while ICE controls an SBSEF.

What changed

Exchange operators that are public companies carry charter provisions meant to keep any trading member or large holder from controlling a regulated market. ICE’s existing text caps the votes any person with related persons can cast at 10% of the votes entitled on a matter, and caps beneficial ownership at 20%. The Eighth Amended and Restated Certificate also carries provisions for SBSEFs: while ICE controls one, no SBSEF member, alone or with related persons, may vote more than 20% of the voting power of any class, or own 20% or more of any class of voting securities. A member that goes over the ownership line must sell the excess to ICE at par value, to the extent funds are legally available.

The certificate also keeps the earlier protections in place. Under the existing text, votes above 10% of those entitled on a matter are disregarded, and holdings above 20% of the votes are not permitted. A separate “recalculated” limit prevents a holder from exceeding the 10% cap through voting agreements or similar arrangements. The SBSEF provisions sit on top of these rules rather than replacing them.

Process

The board approved the document on February 27, and stockholders approved it on May 15. Each ICE subsidiary that is a registered national securities exchange, including the New York Stock Exchange, had to file the proposed amendment with the SEC. Once they had done so, ICE filed with the Delaware Secretary of State on August 28, and the certificate took effect that day.

Why it matters

The filing does not change ICE’s earnings or financing. It shows how the company’s governance rules follow its regulated businesses: as ICE adds registered trading venues, the ownership guardrails extend with them.