[Form 4] Intercontinental Exchange Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Financial Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gardiner Warren

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		S		1,570(1)	D	$178.45	22,106(2)(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 29, 2024.

2. 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.

3. 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.

4. 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.

	/s/ Octavia N. Spencer, Attorney-in-fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did ICE CFO Gardiner Warren report on Form 4?

He reported a sale of 1,570 shares of ICE common stock on 08/20/2025 at $178.45 per share.

Was the sale by Gardiner Warren part of a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan approved and effective as of November 29, 2024.

How many ICE shares does Gardiner Warren beneficially own after the sale?

He beneficially owns an aggregate of 22,106 shares, comprising vested shares, RSUs and PSUs as disclosed.

What is the composition and vesting of the reported equity holdings?

The aggregate includes 9,502 shares, 4,936 RSUs, and 7,668 PSUs; RSUs and PSUs vest at 33.33% per year.

When will the performance-based PSU awards be determined?

TSR PSUs for 2023–2025 and EBITDA PSUs for 2024–2025 have determination dates in February 2026–2028 and certain Deal Incentive awards have determination dates in December 2026–2028.