ICE CTO uses 10b5-1 plan: 5,345-share exercise and 10,082-share sale
Rhea-AI Filing Summary
Intercontinental Exchange, Inc. (ICE) Officer trades under a 10b5-1 plan on 10/08/2025. The reporting person, Chief Technology Officer Mayur Kapani, exercised an option to buy 5,345 shares at $57.31 and sold a total of 10,082 shares across multiple trades at prices ranging roughly from $156.83 to $162.03.
After these transactions the officer's beneficial ownership declined to 65,240 shares, which include vested and unvested RSUs and PSUs and 75 shares purchased under the employee stock purchase plan. The option exercised was fully vested and the sales were executed pursuant to a Rule 10b5-1 trading plan effective 06/06/2025.
Positive
- Trades executed under a Rule 10b5-1 plan, providing a compliance framework for scheduled insider transactions
- Exercised fully vested options (5,345 shares at $57.31), converting compensation into equity ownership
- Retains material unvested awards (4,487 RSUs and 8,436 PSUs) that may align interests with shareholders over time
Negative
- Net beneficial ownership declined from 75,322 to 65,240 shares after the transactions
- Large open-market sales of 10,082 shares at prices between $156.83 and $162.03, reducing direct holdings
- Significant portion of remaining shares are unvested or performance-based, with final amounts undetermined until PSU/Deal-Incentive vesting dates
Insights
Officer used an approved 10b5-1 plan to sell shares after exercising vested options.
The trades show an exercise of an employee stock option for 5,345 shares at $57.31 and multiple open-market sales totaling 10,082 shares on 10/08/2025. The filing explicitly states the sales were effected under a Rule 10b5-1 plan effective 06/06/2025, which is the common compliance mechanism for scheduled insider trades.
Key dependencies are the plan’s terms and the fact that the option was fully vested. Watch for future Form 4s reporting additional plan-based transactions or changes in beneficial ownership around PSU/RSU vesting windows in 2026-2028.
Exercise plus immediate sales reduced net ownership; material vesting vehicles remain outstanding.
The reported post-transaction beneficial ownership of 65,240 shares aggregates 52,317 shares, 4,487 unvested RSUs, and 8,436 PSUs with performance periods noted. Some PSUs and Deal Incentive awards remain subject to future performance/vesting determinations through 2028.
Monitor PSU satisfaction dates in 02/2026, 02/2027, and 02/2028, and Deal Incentive award determinations in 12/2026-12/2028, as these will change share counts when settled and reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) Holding | 5,345 | $0.00 | -- |
| Exercise | Common Stock | 5,345 | $57.31 | $306K |
| Sale | Common Stock | 1,800 | $157.5094 | $284K |
| Sale | Common Stock | 4,200 | $158.2886 | $665K |
| Sale | Common Stock | 2,633 | $159.2203 | $419K |
| Sale | Common Stock | 400 | $160.84 | $64K |
| Sale | Common Stock | 1,049 | $162.03 | $170K |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 6, 2025. Amount of securities beneficially owned includes 75 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025. The price range for the aggregate amount sold by the direct holder is $156.83 - $157.78. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. The price range for the aggregate amount sold by the direct holder is $157.83 - $158.82. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. The price range for the aggregate amount sold by the direct holder is $158.84 - $159.53. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. The common stock number referred in Table I is an aggregate number and represents 52,317 shares of common stock and 4,487 unvested restricted stock units ("RSUs"), and 8,436 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. These options are fully vested.
