UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 Commission file number of issuing entity: 333-52984-03, 333-131355, 333-171055-01, 333-208054, 333-224484, 333-261769
 Central Index Key Number of issuing entity: 0001108348

 CITIBANK CREDIT CARD ISSUANCE TRUST*

 (Issuing Entity in respect of the Notes)

 (Exact name of issuing entity as specified in its charter)

 DELAWARE

 NOT APPLICABLE

 (State or other jurisdiction of incorporation

 or organization of issuing entity)

 (I.R.S. Employer Identification No.

 of issuing entity)

 Commission file number of issuing entity:
 333-80743-02, 333-171055-02, 333-208054-01, 333-224484-02, 333-261769-02

 Central Index Key Number of issuing entity: 0000921864

 CITIBANK CREDIT CARD MASTER TRUST I

 (Issuing Entity in respect of the Collateral Certificate)

 (Exact name of issuing entity as specified in its charter)

 NEW YORK

 NOT APPLICABLE

 (State or other jurisdiction of incorporation

 or organization of issuing entity)

 (I.R.S. Employer Identification No.

 of issuing entity)

 Commission file number of depositor and sponsor: 333-145220-03, 333-171055-03, 333-208054-02, 333-224484-01, 333-261769-01

 Central Index Key Number of sponsor and depositor: 0001522616

 CITIBANK, N.A.
 (Exact
name of depositor and sponsor as specified in its charter)

 UNITED STATES OF AMERICA

 13-5266470

 (State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 388 Greenwich St

 New York, New York

 10013

 (Address of principal executive offices

 of depositor and sponsor)

 (Zip Code)

 Registrant's telephone number, including area code: (212)
 559-1000
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
Symbol(s)

 Name of each exchange
on which
registered

 NONE

 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
 [Rule 405 of Regulation S-T is not applicable.]
 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.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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. [Not Applicable]
 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.
 State the aggregate market value of the voting and
 non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:
 NOT APPLICABLE

 *

 In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual
and other reports concerning the Notes with the Commission on behalf of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I under the Central Index Key (CIK) number (0001108348) for Citibank Credit Card Issuance Trust.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K:

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Item 4. Mine Safety
Disclosures.

 Substitute information provided in accordance with General Instruction J to Form 10–K:

 Item 1112(b) of Regulation AB: Significant Obligors of Pool Assets (Financial Information).

 The primary asset of Citibank Credit Card Issuance Trust, a Delaware statutory trust formed on September 12, 2000 (the "issuance
trust") – and its primary source of funds for the payment of principal of and interest on the notes – is a collateral certificate issued by Citibank Credit Card Master Trust I (the "master trust") to the issuance trust. The
collateral certificate represents an undivided interest in the assets of the master trust. The master trust's assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts. The master trust,
therefore, may be considered a significant obligor in relation to the issuance trust. Pursuant to Instruction 2.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in
respect of the master trust has been disclosed in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("2023 Form 10-K") in lieu
of the information otherwise contemplated by Item 1112(b).
 The pool assets held by the master trust do not include any significant
obligors.
 Item 1114(b)(2) of Regulation AB: Credit enhancement and other support, except for certain derivatives instruments (financial
information).
 Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this
Item.

 Item 1115(b) of Regulation AB: Certain derivatives instruments (financial information).

 Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

 Item 1117 of Regulation AB: Legal proceedings.

 Sponsor, Depositor Issuing Entity or Service Litigation

 Interchange Fee Litigation
 Beginning in
2005, several putative class actions were filed against Citigroup Inc., Citibank, N.A., and Citicorp LLC, together with Visa, MasterCard, and other banks and their affiliates, in various federal district courts and consolidated with other related
individual cases in a multi-district litigation proceeding in the United States District Court for the Eastern District of New York. This proceeding is captioned IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT DISCOUNT ANTITRUST LITIGATION.

 The plaintiffs, merchants that accept Visa and MasterCard branded payment cards, as well as various membership associations that claim to
represent certain groups of merchants, allege, among other things, that defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and debit card transactions and to restrain trade unreasonably
through various Visa and MasterCard rules governing merchant conduct, all in violation of Section 1 of the Sherman Act and certain California statutes. Plaintiffs further allege violations of Section 2 of the Sherman Act. Supplemental
complaints also were filed against defendants in the putative class actions alleging that Visa's and MasterCard's respective initial public offerings were anticompetitive and violated Section 7 of the Clayton Act, and that
MasterCard's initial public offering constituted a fraudulent conveyance.
 In 2014, the district court entered a final judgment
approving the terms of a class settlement. Various objectors appealed from the final class settlement approval order to the United States Court of Appeals for the Second Circuit.

 In 2016, the Court of Appeals reversed the district court's approval of the class settlement and remanded for further proceedings. The
district court thereafter appointed separate interim counsel for a putative class seeking damages and a putative class seeking injunctive relief. Amended or new complaints on behalf of the putative classes and various individual merchants were
subsequently filed, including a further amended complaint on behalf of a putative damages class and a new complaint on behalf of a putative injunctive class, both of which named Citigroup Inc., Citibank, N.A., and Citicorp LLC. In addition, numerous
merchants have filed amended or new complaints against Visa, MasterCard, and in some instances one or more issuing banks, including Citigroup Inc., Citibank, N.A., and Citicorp Payment Services.

 In 2019, the district court granted the damages class plaintiffs' motion for final approval of a new settlement with the defendants. The
settlement involves the damages class only and does not settle the claims of the injunctive relief class or any actions brought on a non-class basis by individual merchants. The settlement provides for a cash
payment to the damages class of $6.24 billion, later reduced by $700 million based on the transaction volume of class members that

opted out from the settlement. Several merchants and merchant groups have appealed the final approval order. On September 27, 2021, the court granted the injunctive relief class
plaintiffs' motion to certify a non-opt-out class. On March 15, 2023, the United States Court of Appeals for the Second Circuit affirmed the district
court's final approval of the damages class settlement and remanded the case back to the trial court for administration of the settlement claims process. On January 8, 2024, the district court issued decisions on two pending motions for
summary judgment. It granted in part and denied in part defendants' motions for summary judgment. The district court also denied Mastercard's motion for summary judgment as to Mastercard's lack of market power. Other motions for
summary judgment remain pending. On March 26, 2024, a settlement agreement between Visa and Mastercard and merchants to resolve the claims of the injunctive relief class was announced. The settlement is subject to approval by the court. Additional
information concerning these consolidated actions is publicly available in court filings under the docket number MDL 05-1720 (E.D.N.Y.) (Brodie, J.).

 Indenture Trustee and Master Trust Trustee Litigation

 Deutsche Bank Trust Company Americas, the indenture trustee and the master trust trustee ("DBTCA"), and Deutsche Bank National Trust
Company ("DBNTC") have been sued by investors in civil litigation concerning their role as trustees of certain residential mortgage- backed securities ("RMBS") trusts.

 On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an
action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage
loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate
cases, one in the U.S. District Court for the Southern District of New York (the "BlackRock SDNY Case") and the other in the Superior Court of California, Orange County (the "BlackRock California Case"). Pursuant to a settlement
among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRock California Case was dismissed on January 11, 2019.

 On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF
Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third
amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs' third amended complaint brings claims for
violation of the U.S. Trust Indenture Act of 1939 ("TIA"); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of the New York Streit Act; and breach of the covenant of good faith. However, in the third
amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs' TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and
certain theories of plaintiffs' breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of "hundreds of millions of dollars." On November 13, 2017, DBNTC

and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with
Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. On October 27, 2021, DBNTC and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs' standing. On
February 8, 2022, the court issued an order in which it granted DBNTC and DBTCA's supplemental motion for summary judgment, granted in part DBNTC and DBTCA's initial motion for summary judgment, and denied plaintiffs' motion for
partial summary judgment. As a result of that order, all of plaintiffs' claims were dismissed with prejudice. On April 26, 2023, the United States Court of Appeals for the Second Circuit affirmed the court's summary judgment order.

 On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG ("Commerzbank") in the U.S.
District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that
names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank's second amended complaint brings claims for violation of the TIA;
breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court
dismissed Commerzbank's TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any
rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer "hundreds of millions of dollars in losses," but the complaint does not include a demand for money damages in a sum certain. On
January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Light
plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the court issued an order in which it granted in part DBNTC and DBTCA's motion for summary judgment and denied plaintiffs' motion for partial summary
judgment. As a result of that order, many of plaintiffs' claims and theories were dismissed with prejudice. Discovery is ongoing.
 On
December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York
County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act,
violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA,
together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three trusts. On June 20,
2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to

four additional trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA's motion to dismiss. The court granted the motion to dismiss with respect to
IKB's claims for violations of the Streit Act, Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certain aspects of IKB's claims for breach of contract, breach of fiduciary duty, and violation of the TIA. The
court denied the remainder of the motion to dismiss. IKB's remaining claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC and
DBTCA filed a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court's order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect
to other aspects of that order. On August 30, 2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court's order on the motion to dismiss. After DBNTC and DBTCA appealed the First
Department's decision, on June 15, 2023, the New York Court of Appeals reversed the First Department's decision in part, dismissing certain additional contract claims, as well as IKB's claims for breach of fiduciary duty and
breach of duty to avoid conflicts of interest. On June 2, 2021, IKB filed a motion for re-argument regarding certain aspects of the court's order on the motion to dismiss, which the court denied on
August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an answer to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven additional trusts. On
December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to one additional trust. On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to 17
certificates at issue, including all claims as to 5 trusts. On February 28, 2023, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to two trusts, leaving 15 trusts at issue. On November 21, 2023, the
parties filed a stipulation, voluntarily dismissing with prejudice all claims as to three trusts, leaving 12 trusts at issue. Discovery is ongoing.

 It is DBTCA's belief that it has no pending legal proceedings (including, based on DBTCA's present evaluation, the litigation
disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as the trustee for the issuance trust and the master trust.

 The following Items have been
omitted in accordance with General Instruction J to Form 10–K:

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 6. [Reserved]

 Item 9B. Other Information.
 None

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K:

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10–K:

 Item 1119 of Regulation AB: Affiliations and certain relationships and related transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K
in reliance on the Instruction to Item 1119.
 Item 1122 of Regulation AB: Compliance with applicable servicing criteria.

 Citibank, N.A. and Deutsche Bank Trust Company Americas have been identified by the registrant as parties participating in the servicing
function during the year ended December 31, 2023, with respect to Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I. Each of Citibank, N.A. and Deutsche Bank Trust Company Americas has delivered a report on an
assessment of compliance with the servicing criteria applicable to such party (each, an "Assessment Report") as of, and for the year ended, December 31, 2023, which Assessment Reports are attached as exhibits 33.1 and 33.2,
respectively, to this 2023 Form 10-K. In addition, each of Citibank, N.A. and Deutsche Bank Trust Company Americas has provided an attestation report (each, an "Attestation Report") by KPMG LLP and
Ernst & Young LLP, respectively, each an independent registered public accounting firm, regarding its related Assessment Report. The Attestation Reports are attached as exhibits 34.1 and 34.2, respectively, to this 2023 Form 10-K.

 No Assessment Report or related Attestation Report has identified any material instance of
noncompliance with the servicing criteria identified in such Assessment Report as applicable to the related servicing participant.

 Platform-Level Reports: Regulations of the SEC require that a servicing participant perform a "platform" level assessment for
purposes of assessing servicing compliance. This means that the transactions covered in a report on an assessment of compliance should include asset-backed securities transactions involving such servicing participant that are backed by the same
asset type. Further guidance from the SEC staff identifies additional parameters which a servicing participant may apply to define and further limit its platform. For example, a servicing participant may define its platform to include only
transactions that were completed on or after January 1, 2006 (the effective date of Regulation AB) and that were registered with the SEC pursuant to the Securities Act of 1933. Each servicing participant is responsible for defining its own
platform, and each platform will naturally differ based on various factors, including the servicing participant's business model, the transactions in which it is involved and the range of activities performed in those transactions.

 The platform defined by Deutsche Bank Trust Company Americas in its Assessment Report attached as an exhibit to this 2023 Form 10-K includes more transactions than those included in Citibank, N.A.'s Assessment Report, and the range of activities performed by Deutsche Bank for some of those additional transactions is broader than the
range of activities it performs in the Citibank Credit Card Issuance Trust transactions. Accordingly, the servicing criteria addressed by Deutsche Bank in its Assessment Report include criteria in addition to the criteria applicable specifically to
the Citibank Credit Card Issuance Trust transactions.
 Item 1123 of Regulation AB: Servicer compliance statement.

 Citibank, N.A. has been identified by the registrant as the sole servicer with respect to the pool assets held by each of Citibank Credit Card
Issuance Trust and Citibank Credit Card Master Trust I. Citibank, N.A. has provided a statement of compliance relating to servicing activities for the year ended December 31, 2023, which has been signed by an authorized officer of Citibank,
N.A. and is attached hereto as exhibit 35.1.

 Item 15. Exhibit and Financial Statement Schedules.

 (a)(1) Not Applicable.
 (a)(2)
 (a)(3) Not Applicable.
 (b)
Exhibits
 Exhibit Index

 Exhibit
Number

 Description

 4.1

 Second Amended and Restated Indenture for the Notes dated as of November
10, 2016, incorporated by reference from Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2016.

 4.2

 Third Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I dated as of November
10, 2016, incorporated by reference from Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2016.

 4.3

 Amended and Restated Series 2000 Supplement dated as of August
9, 2011 (including the form of Collateral Certificate), to the Second Amended and Restated Pooling and Servicing Agreement dated as of August
9, 2011, incorporated by reference from Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011.

 4.4

 Amendment No. 1 dated as of November
10, 2016, to the Amended and Restated Series 2000 Supplement, incorporated by reference from Exhibit 4.4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November
 10, 2016.

 4.5

 Amended and Restated Trust Agreement of Citibank Credit Card Issuance Trust dated as of August
9, 2011, incorporated by reference from Exhibit 4.4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011.

 4.6

 Asset Representations Review Agreement dated as of November
18, 2016, incorporated by reference from Exhibit 4.8 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2016.

 4.7

 Terms Document, including the form of Note, relating to each publicly-offered subclass of notes of the Citiseries issued between January 1, 2006 and December 31, 2023, inclusive, and outstanding during 2023, as identified
below, incorporated by reference from Exhibit 4.1 of each Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on the following
dates:

 Subclass

 Filing Date

 2007-A3

 June 15, 2007

 2007-A3 Reopen

 August 15, 2007

 2007-A4

 June 15, 2007

 2007-A4 Reopen

 August 15, 2007

 2013-A9

 September 23, 2013

 2017-A5

 May 2, 2017

 2017-A6

 May 22, 2017

 2018-A2

 February 1, 2018

 2018-A3

 May 29, 2018

 2018-A4

 June 8, 2018

 2018-A5

 August 8, 2018

 2018-A7

 October 15, 2018

 2023-A1

 December 11, 2023

 2023-A2

 December 11, 2023

 31.1

 Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.

 33.1

 Report on Assessment of Compliance with Servicing Criteria by Citibank, N.A.

 33.2

 Report on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.

 34.1

 Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Citibank, N.A.

 34.2

 Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.

 35.1

 Servicer Compliance Statement of Citibank, N.A. for the fiscal year ended December 31, 2023.

 99.1

 Amended and Restated Series 2009 Supplement dated as of August
9, 2011 (including the form of Series 2009 Certificate), to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 99.1 of the Registrant's Current Report on Form 8-K
 filed with the Securities and Exchange Commission on August 12, 2011.

 99.2

 Amendment No. 1 dated as of July
10, 2012, to the Amended and Restated Series 2009 Supplement, incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July
 10, 2012.

 99.3

 Amendment No. 2 dated as of November
3, 2017, to the Amended and Restated Series 2009 Supplement, incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November
 3, 2017.

 99.4

 Amendment No. 3 dated as of February
6, 2023, to the Amended and Restated Series 2009 Supplement, incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February
 6, 2023

 (c)

 Item 16. Form 10–K Summary.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 CITIBANK, N.A.,
 as Depositor
of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I

 By:

 /s/ Elissa Steinberg

 Elissa Steinberg

 Vice President

 (senior officer in charge of securitization of the depositor)

 Dated: March 27, 2024


UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023.

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period
from to

 Fifth Third
Auto Trust 2023-1
 (Exact name of issuing entity as specified in its charter)

 Commission File Number of Issuing Entity: 333-267774-01

 Central Index Key Number of Issuing Entity: 0001986424

 Fifth Third Holdings Funding, LLC

 (Exact name of depositor as specified in its charter)

 Commission
File Number of Depositor: 333-267774
 Central Index Key Number of Depositor: 0001405332

 Fifth Third Bank, National Association

 (Exact name of sponsor as specified in its charter)

 Central Index
Key Number of Sponsor: 0000035528
 Delaware

 (State or other jurisdiction of incorporation or organization of the issuing entity)

 36-7706841

 (I.R.S. Employer Identification No. of issuing entity)

 c/o Fifth Third Holdings Funding, LLC

 6111 North River Road

 Rosemont, Illinois
 60018

 (847) 354-7341

 (Address and telephone number of principal executive office of issuing entity)

 Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 Title of each class

 Trading

 Symbol(s)

 Name of each exchange

 on which registered

 None

 None

 None

 Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: 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 Securities Exchange 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 Regulations S-T (§ 232.405) 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.

 Large accelerated filer:

 Accelerated filer:

 Non-accelerated filer:

 Smaller reporting company:

 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 Exchange
Act). Yes No
 State the aggregate market value of the voting and
 non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
 Registrant does not have any voting
or non-voting common equity outstanding held by non-affiliates, has not been involved in bankruptcy proceedings during the past five years and is not a corporate
registrant.
 Documents Incorporated by Reference. See Exhibit Index.

 THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 (a)

 Item 1. Business

 (b)

 Item 1A. Risk Factors and Item 1C. Cybersecurity

 (c)

 Item 2. Properties

 (d)

 Item 3. Legal Proceedings

 Item 1B.

 Unresolved Staff Comments.

 Item 4.

 [Reserved.]

 THE FOLLOWING ITEMS HAVE BEEN
OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

 Item 6.

 [Reserved.]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information.

 None.

 THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits And Financial Statement Schedules.

 (a)

 (1) Not Applicable.

 (2)

 Not Applicable.

 (3)

 The exhibits filed in response to Item 601 of Regulation S-K are listed
in Item 15(b) below.

 (b)

 The exhibits filed in response to Item 601 of Regulation S-K are listed
below and either included or incorporated by reference as indicated:

 EXHIBIT INDEX

 Exhibit 3.1

 Certificate of Formation for Fifth Third Holdings Funding, LLC ("Fifth Third Funding") (filed as Exhibit 3.1 to Form SF-3 of Fifth Third Funding, filed on May 16, 2016 (No. 333-267774)).*

 Exhibit 3.2

 Limited Liability Company Agreement of Fifth Third Funding (filed as Exhibit
3.2 to Form SF-3 of Fifth Third Funding, filed on May 16, 2016 (No. 333-267774)).*

 Exhibit 4.1

 Indenture, dated as of August
23, 2023, between the Issuing Entity and Wilmington Trust, National Association, as indenture trustee (the "Indenture Trustee") (filed as Exhibit 4.1 to Form
8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.1

 Receivables Sale Agreement, dated as of August
23, 2023, between Fifth Third, as seller, and Fifth Third Holdings, LLC, as purchaser (filed as Exhibit 10.1 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.2

 Purchase Agreement, dated as of August
23, 2023, between Fifth Third Holdings, LLC, as seller, and Fifth Third Funding, as purchaser (filed as Exhibit 10.2 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August
24, 2023).*

 Exhibit 10.3

 Sale Agreement, dated as of August
23, 2023, between Fifth Third Funding, as seller, and the Issuing Entity, as purchaser (filed as Exhibit 10.3 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.4

 Servicing Agreement, dated as of August
23, 2023, among Fifth Third, as servicer, the Issuing Entity and the Indenture Trustee (filed as Exhibit 10.4 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.5

 Administration Agreement, dated as of August
23, 2023, among Fifth Third, the Issuing Entity and the Indenture Trustee (filed as Exhibit 10.5 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.6

 Second Amended and Restated Trust Agreement, dated as August
23, 2023, among Fifth Third Funding and U.S. Bank Trust National Association, as owner trustee (filed as Exhibit 10.6 to Form 8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 10.7

 Asset Representations Review Agreement, dated as of August
23, 2023, among the Issuing Entity, Fifth Third, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (filed as Exhibit 10.7 to Form
8-K filed by Fifth Third Funding and the Issuing Entity on August 24, 2023).*

 Exhibit 31.1

 Certification of the senior officer in charge of securitization of Fifth Third Funding, as depositor, pursuant to Rule 15d-14(d).

 Exhibit 33.1

 Report on Assessment of Compliance with Servicing Criteria of Fifth Third Bank, National Association.

 Exhibit 33.2

 Report on Assessment of Compliance with Servicing Criteria of the Indenture Trustee.

 Exhibit 34.1

 Attestation Report on Assessment of Compliance with Servicing Criteria of Deloitte and Touche LLP on behalf of Fifth Third.

 Exhibit 34.2

 Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP on behalf of the Indenture Trustee.

 Exhibit 35.1

 Servicing Compliance Statement of Fifth Third.

 *

 Incorporated by reference.

 (c)

 None.

 Item 16.

 Form 10–K Summary.

 SUBSTITUTE INFORMATION PROVIDED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
 Item 1112(b) of Regulation AB: Significant
Obligors of Pool Assets (Financial information).

 Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial information).

 Item 1115(b) of Regulation AB: Certain
Derivatives Instruments (Financial information).

 Item 1117 of Regulation AB: Legal proceedings.
 No
legal proceedings are pending against any of Fifth Third Bank, National Association, a national banking association ("Fifth Third") (in its capacity as an originator contemplated by Item 1110(b) of Regulation AB (the
"Originator"), in its capacity as sponsor (the "Sponsor"), in its capacity as servicer (the "Servicer") and in its

capacity as administrator (the "Administrator") of Fifth Third Auto Trust 2023-1 (the "Issuing Entity")), Fifth Third Holdings, LLC, as
seller (the "Seller"), Fifth Third Holdings Funding, LLC (the "Depositor"), Wilmington Trust, National Association (the "Indenture Trustee"), U.S. Bank Trust National Association (the "Owner Trustee"), the
Issuing Entity, or of which any property of the foregoing is subject, that are material to holders of the asset-backed notes (the "Notes") or asset-backed certificates (the "Certificates"), and no such proceedings are known to be
contemplated by governmental authorities.
 Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

 The information required by Item 1119 of Regulation AB has been previously reported and has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
 Item 1122 of Regulation AB: Compliance with Applicable
Servicing Criteria.
 Fifth Third and the Indenture Trustee (collectively, the "Servicing Parties") have each been identified by the
registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in
paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a "Servicing Assessment Report"), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In
addition, each of Fifth Third and the Indenture Trustee has provided an attestation report (each, an "Attestation Report") by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. None of the Servicing Assessment Reports prepared by Fifth Third or the Indenture Trustee, and none of the related Attestation Reports, has identified any material instance of noncompliance with the servicing
criteria applicable to the respective Servicing Party.
 Item 1123 of Regulation AB: Servicer Compliance Statement.

 Fifth Third has completed a statement of compliance with applicable servicing criteria (a "Compliance Statement") signed by an authorized officer of
Fifth Third and such Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.
 Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

 No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent
to the filing of this Annual Report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
 Date: March 27, 2024

 FIFTH THIRD HOLDINGS FUNDING, LLC, as Depositor

 By:

 /s/ Brennen Willingham

 Name:

 Brennen Willingham

 Title:

 President

 (senior officer in charge of securitization)


10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10- K/A

 Amendment No. 1

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 Or

 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)

 Delaware

 46-2286804

 (State or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification Number)

 5660 New Northside Drive,

 Atlanta, Georgia

 30328

 (Address of principal executive offices)

 (Zip Code)

 ( 770) 857-4700

 Registrant's telephone number, including area code

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading

 Symbol(s)

 Name of Each Exchange

 on Which Registered

 Common Stock, $0.01 par value per share

 ICE

 New York Stock Exchange

 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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 PCAOB ID: 42

 Auditor Name: Ernst & Young LLP

 Auditor Location: New York, New York

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 EXPLANATORY NOTE

 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.

 ITEM 15.

 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 Documents Filed as Part of this Report

 (1)

 Financial Statements

 Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in our 2023 Form 10-K filed on February 8, 2024. These consolidated financial statements are as follows:

 •

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 •

 Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021

 •

 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

 •

 Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, 2023, 2022 and 2021

 •

 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

 •

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules

 Schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes, thereto.

 (3)

 Exhibits

 See (b) below.

 (b)

 Exhibits

 The exhibits listed below under "Index to Exhibits" are filed with or incorporated by reference in our 2023 Form 10-K and this Amendment No. 1. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses. We will furnish any exhibit upon request to Investor Relations, 5660 New Northside Drive, Atlanta, Georgia 30328.

 (c)

 Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons

 The consolidated financial statements of Bakkt Holdings, Inc. as of and for the year ended December 31, 2023, and the related notes, audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report dated March 25, 2024 included therein, included in Exhibit 99.1 to this Amendment No. 1, are filed as part of Item 15 of this Amendment No. 1 to our 2023 Form 10-K and should be read in conjunction with our consolidated financial statements
 EXHIBITS

 Exhibit
 Number

 Description of Document

 2.1

 —

 Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc. (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 6, 2022, File No. 001-36198).

 2.2

 —

 Amendment No. 1, dated as of March 7, 2023, to the Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc. (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on March 7, 2023, File No. 001-36198).

 3.1

 —

 Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No. 001-36198).

 3.2

 —

 Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No. 001-36198).

 4.1

 —

 Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).

 4.2

 —

 First Supplemental Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).

 4.3

 —

 Form of 3.75% Senior Notes due 2025 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).

 4.4

 —

 Second Supplemental Indenture dated as of August 17, 2017 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198).

 4.5

 —

 Form of 3.100% Senior Notes due 2027 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198).

 4.6

 —

 Indenture dated as of August 13, 2018 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).

 4.7

 —

 First Supplemental Indenture dated as of August 13, 2018 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).

 4.8

 —

 Form of 3.750% Senior Notes due 2028 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).

 4.9

 —

 Form of 4.250% Senior Notes due 2048 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).

 4.10

 —

 Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).

 4.11

 —

 Form of 2.100% Senior Notes due 2030 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).

 4.12

 —

 Form of 3.000% Senior Notes due 2050 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).

 4.13

 —

 Third Supplemental Indenture dated as of August 20, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).

 4.14

 —

 Form of 1.850% Senior Notes due 2032 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).

 4.15

 —

 Form of 2.650% Senior Notes due 2040 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).

 4.16

 —

 Form of 3.000% Senior Notes due 2060 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).

 4.17

 —

 Fourth Supplemental Indenture dated as of May 23, 2022 between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.18

 —

 Form of 3.650% Senior Notes due 2025 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.19

 —

 Form of 4.000% Senior Notes due 2027 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.20

 —

 Form of 4.350% Senior Notes due 2029 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.21

 —

 Form of 4.600% Senior Notes due 2033 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.22

 —

 Form of 4.950% Senior Notes due 2052 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.23

 —

 Form of 5.200% Senior Notes due 2062 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.7 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).

 4.24

 —

 Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto and Wells Fargo Bank, National Association, dated August 26, 2020 (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No. 001-36198).

 4.25

 —

 Form of 3.625% Senior Notes due 2028 of Black Knight InfoServ, LLC (included as an exhibit to the Indenture dated as of August 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No. 001-36198).

 4.26*

 —

 Description of ICE's Securities Registered under Section 12 of the Exchange Act.

 10.1

 —

 Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).

 10.2

 —

 Employment Agreement, dated as of May 15, 2021, between Intercontinental Exchange Holdings, Inc. and Warren Gardiner (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Amendment No. 1 to Current Report on Form 8-K filed with the SEC on May 20, 2021, File No. 001-36198).

 10.3

 —

 Employment Agreement dated February 1, 2023 between Intercontinental Exchange Holdings, Inc. and Christopher Edmonds (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No 001-36198).

 10.4

 —

 Employment Agreement dated August 1, 2016 between Intercontinental Exchange Holdings, Inc. and Benjamin Jackson (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).

 10.5

 —

 Employment Agreement dated as of February 1, 2021 between ICE Data, LP, a wholly-owned subsidiary of Intercontinental Exchange, Inc. and Lynn Martin (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).

 10.6

 —

 Form of Employment Agreement between Intercontinental Exchange Holdings, Inc. and the other U.S. officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).

 10.7

 —

 Intercontinental Exchange, Inc. Annual Executive Bonus Plan (incorporated by reference to Exhibit 10.9 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No. 001-36198).

 10.8

 —

 Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).

 10.9

 —

 Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-8, filed with the SEC on September 5, 2023, File No. 333-274344).

 10.10

 —

 Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Form S-8 filed with the SEC on May 22, 2017, File No. 333-218619).

 10.11

 —

 Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-8, filed with the SEC on May 21, 2018, File No. 333-225065).

 10.12

 —

 Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit A to Intercontinental Exchange, Inc.'s Definitive Proxy Statement filed on March 25, 2022, File No. 001-36198).

 10.13

 —

 Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit B to Intercontinental Exchange, Inc.'s Definitive Proxy Statement filed on March 25, 2022, File No. 001-36198).

 10.14

 —

 Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).

 10.15

 —

 Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).

 10.16

 —

 Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No. 001-36198).

 10.17

 —

 Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No. 001-36198).

 10.18

 —

 Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (Deal Incentive Award) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 6, 2023, File No. 001-36198).

 10.19

 —

 Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.31 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).

 10.20

 —

 First Amendment to Contribution and Asset Transfer Agreement, dated as of May 17, 2000, by and among IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.32 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).

 10.21

 —

 Second Amendment to Contribution and Asset Transfer Agreement, dated as of October 24, 2005, by and among Intercontinental Exchange Holdings, Inc., Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.33 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).

 10.22

 —

 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).

 10.23

 —

 Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc. and Warren Gardiner (incorporated by reference to Exhibit 10.23 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 3, 2022, File No. 001-36198).

 10.24

 —

 Aircraft Time Sharing Agreement dated as of April 17, 2023 between Intercontinental Exchange Holdings, Inc. and Christopher Edmonds (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No. 001-36198).

 10.25

 —

 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Benjamin R. Jackson (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).

 10.26

 —

 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Lynn Martin (incorporated by reference to Exhibit 10.4 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).

 10.27

 —

 Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 17, 2016, File No. 001-36198).

 10.28

 —

 Credit Agreement dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America, N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on April 7, 2014).

 10.29

 —

 First Amendment to Credit Agreement dated as of May 15, 2015 amending Credit Agreement originally dated April 3, 2014 among Intercontinental Exchange, Inc. (formerly known as IntercontinentalExchange Group, Inc.) and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 19, 2015, File No. 001-36198).

 10.30

 —

 Second Amendment to Credit Agreement dated as of November 9, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).

 10.31

 —

 Third Amendment to Credit Agreement dated as of November 13, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015 and the Second Amendment to Credit Agreement, dated as of November 9, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).

 10.32

 —

 The Fourth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, and the Third Amendment to Credit Agreement, dated as of November 13, 2015) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198).

 10.33

 —

 The Fifth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015 and the Fourth Amendment to Credit Agreement, dated as of August 18, 2017) (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198).

 10.34

 —

 The Sixth Amendment to Credit Agreement, dated as of August 9, 2018 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, and the Fifth Amendment to Credit Agreement, dated as of August 18, 2017) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 9, 2018, File No. 001-36198).

 10.35

 —

 The Seventh Amendment to Credit Agreement, dated as of August 14, 2020 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017 and the Sixth Amendment to Credit Agreement, dated as of August 9, 2018) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 18, 2020, File No. 001-36198).

 10.36

 —

 The Eighth Amendment to Credit Agreement, dated as of August 21, 2020 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018 and the Seventh Amendment to Credit Agreement, dated as of August 14, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 25, 2020, File No. 001-36198).

 10.37

 —

 The Ninth Amendment, dated as of March 8, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020 and the Eighth Amendment to Credit Agreement, dated as of August 21, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No. 001-36198).

 10.38

 —

 The Tenth Amendment, dated as of October 15, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2021, and the Ninth Amendment to Credit Agreement, dated as of March 8, 2021) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 18, 2021, File No. 001-36198).

 10.39

 —

 The Eleventh Amendment, dated as of May 11, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021 and the Tenth Amendment to Credit Agreement, dated as of October 15, 2021) (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022, File No. 001-36198).

 10.40

 —

 The Twelfth Amendment, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, and the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No. 001-36198).

 10.41

 —

 Term Loan Credit Agreement, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No. 001-36198).

 21.1*

 —

 Subsidiaries of Intercontinental Exchange, Inc.

 23.1*

 —

 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

 23.2**

 —

 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 24.1*

 —

 Power of Attorney.

 31.1**

 —

 Rule 13a -14(a)/15d -14(a) Certification of Chief Executive Officer.

 31.2**

 —

 Rule 13a -14(a)/15d -14(a) Certification of Chief Financial Officer.

 32.1**

 —

 Section 1350 Certification of Chief Executive Officer.

 32.2**

 —

 Section 1350 Certification of Chief Financial Officer.

 97*

 —

 Intercontinental Exchange, Inc. Mandatory Clawback Policy.

 99.1

 —

 Consolidated financial statements of Bakkt Holdings, Inc. as of and for the year ended December 31, 2023 (incorporated by reference to Item 8 of Bakkt Holdings, Inc,'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 25, 2024, File No. 001-39544). No other part of the Bakkt Holdings Annual Report on Form 10-K is being incorporated by reference.

 101**

 —

 Interactive data file.

 104**

 —

 *

 Filed with Registrant's Form 10-K dated February 8, 2024.

 **

 Filed herewith.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Intercontinental Exchange, Inc.
 (Registrant)

 /s/ A. Warren Gardiner

 Date: March 27, 2024

 By:

 A. Warren Gardiner

 Chief Financial Officer