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Intercontinental Exchange insider files Form 4; 755 shares withheld for taxes on RSU vesting

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) reporting person Stuart Glen Williams, Chief Operating Officer, filed a Form 4 disclosing a September 15, 2025 disposition related to restricted stock units and the resultant beneficial ownership. The filing shows 755 shares were withheld for tax withholding from a tranche of RSUs issued that date as part of a 2022 award whose three annual vesting tranches completed on September 15, 2025. Following the reported transaction, the reporting person beneficially owns 17,563 shares in aggregate, which consists of common stock plus unvested RSUs and performance-based RSUs/PSUs. The filing also notes additional acquisition of 83 shares under the company ESPP on June 30, 2025, and that satisfaction and final share counts for certain PSUs and Deal Incentive Awards will be determined on specified future dates.

Positive

  • Final tranche of 2022 RSUs issued, completing the three-year vesting schedule for that award
  • Clear reconciliation of beneficial ownership showing 17,563 aggregate shares and inclusion of 83 ESPP shares
  • Disclosure specifies timing when PSU and Deal Incentive Award satisfaction will be determined and reported

Negative

  • Uncertainty remains for performance-based awards; PSU satisfaction and resulting share counts are not yet determined and will be reported in future years
  • 755 shares withheld for tax reduced the net shares delivered on the September 15, 2025 tranche

Insights

TL;DR: Routine insider vesting and tax-withholding; aggregate ownership disclosed without material changes to control.

The Form 4 documents the final tranche issuance from a 2022 restricted stock unit award and the withholding of 755 shares to satisfy tax obligations. The report reconciles components of beneficial ownership, including 8,220 issued common shares, unvested RSUs and PSUs, and 83 shares from the ESPP. No derivative transactions or option exercises are reported. The filing is a standard officer disclosure that clarifies current equity holdings and timing of future PSU determinations.

TL;DR: Disclosure aligns with Section 16 requirements and details vesting schedules and timing for performance awards.

The submission provides required transparency on the officer's beneficial ownership and explains vesting schedules for time-based RSUs and multi-year performance awards. It explicitly states when PSU and Deal Incentive Award outcomes will be determined and reported. The withholding of shares to satisfy tax withholding is described, and the filing is duly signed by an attorney-in-fact.

Insider Williams Stuart Glen
Role Chief Operating Officer
Type Security Shares Price Value
Tax Withholding Common Stock 755 $172.23 $130K
Holdings After Transaction: Common Stock — 17,563 shares (Direct)
Footnotes (1)
  1. Represents shares of restricted stock units issued to the filing person on September 15, 2022. The restricted stock units vest over three years (1/3 on September 15, 2023, 1/3 on September 15, 2024 and 1/3 on September 15, 2025). Of the 5,081 shares, 1,694 were issued on September 15, 2025, of which 755 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued. Amount of securities beneficially owned includes 83 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025. The common stock number referred in Table I is an aggregate number and represents 8,220 shares of common stock, 3,590 unvested restricted stock units ("RSUs"), and 5,753 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.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Williams Stuart Glen
(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 Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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 09/15/2025 F 755(1) D $172.23 17,563(2)(3)(4)(5) 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. Represents shares of restricted stock units issued to the filing person on September 15, 2022. The restricted stock units vest over three years (1/3 on September 15, 2023, 1/3 on September 15, 2024 and 1/3 on September 15, 2025). Of the 5,081 shares, 1,694 were issued on September 15, 2025, of which 755 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.
2. Amount of securities beneficially owned includes 83 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025.
3. The common stock number referred in Table I is an aggregate number and represents 8,220 shares of common stock, 3,590 unvested restricted stock units ("RSUs"), and 5,753 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.
4. 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.
5. 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 09/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did the ICE Form 4 filed by Stuart Glen Williams report?

The Form 4 reports that on 09/15/2025 a tranche of restricted stock units from a 2022 award vested and 755 shares were withheld for tax withholding.

How many shares does the reporting person beneficially own after the reported transaction?

The filing reports beneficial ownership of 17,563 shares in the aggregate following the reported transactions.

Were any shares acquired through the Employee Stock Purchase Plan (ESPP)?

Yes. The report includes 83 shares acquired under the Intercontinental Exchange ESPP on 06/30/2025.

Are performance-based restricted stock units (PSUs) fully determined in this filing?

No. The filing states that satisfaction of certain PSUs and Deal Incentive Awards will be determined on future dates (February 2026/2027/2028 and December 2026/2027/2028) and reported at vesting.

Who signed the Form 4 and when was it signed?

The filing was signed by Octavia N. Spencer as attorney-in-fact on 09/17/2025.