ICE Form 4: CFO 1,570-Share Sale Under 10b5-1 Plan
Rhea-AI Filing Summary
Gardiner Warren, Chief Financial Officer of Intercontinental Exchange, Inc. (ICE) reported a sale of 1,570 shares of ICE common stock on 08/20/2025 at a price of $178.45 per share. The sale was effected pursuant to a Rule 10b5-1 trading plan that became effective November 29, 2024. Following the reported transaction, Mr. Warren beneficially owns an aggregate of 22,106 shares, which represent 9,502 vested shares, 4,936 unvested restricted stock units (RSUs) and 7,668 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied. The RSUs and PSUs vest 33.33% per year and several PSU award determinations are scheduled for future February or December vesting dates as disclosed.
Positive
- Transaction reported under an approved Rule 10b5-1 plan, indicating pre-arranged timing and compliance with insider-trading procedures
- Clear disclosure of beneficial ownership composition (vested shares, RSUs, PSUs) and vesting schedule (33.33% per year)
- Specified future determination dates for performance-based awards (Feb/Dec of 2026–2028) provide timeline for when additional shares may be issued
Negative
- None.
Insights
TL;DR: Routine insider sale under an established 10b5-1 plan; disclosure aligns with governance and insider trading rules.
The filing shows a pre-arranged sale of 1,570 shares by the CFO under a Rule 10b5-1 plan, which reduces execution risk of alleged opportunistic timing. The report discloses the composition of beneficial ownership clearly, including vested shares, RSUs and PSUs and the multi-year vesting schedule. The filing also clarifies future determination dates for performance-based awards, supporting transparency around incentive compensation timing.
TL;DR: Small, scheduled disposition relative to total holdings; no immediate balance-sheet or revenue impact disclosed.
The sale of 1,570 shares at $178.45 is a cash-generating event for the reporting person but is modest relative to the reported aggregate beneficial ownership of 22,106 shares. The disclosure does not include any company financial metrics or indicate changes to compensation structure. Future PSU determinations noted for February and December dates could affect future share issuance but will be reported when they vest.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,570 | $178.45 | $280K |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 29, 2024. The common stock number referred in Table I is an aggregate number and represents 9,502 shares of common stock, 4,936 unvested restricted stock units ("RSUs"), and 7,668 unvested performance based restricted stock units ("PSUs"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three-year period, in which 33.33% of the units vest each year. The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return (TSR) PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 three-year earnings before interest, taxes, depreciation, and amortization (EBITDA) PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period.
