Intercontinental Exchange (NYSE: ICE) CFO offloads 2,491 shares

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) reported that its Chief Financial Officer, Gardiner Warren, sold 2,491 shares of common stock on August 19, 2026 in an open-market or private transaction at $156.30 per share, pursuant to a Rule 10b5-1 trading plan effective June 9, 2025. Following this sale, Warren had 22,698 shares reported as directly held, an aggregate that consists of common stock, unvested restricted stock units and performance-based restricted stock units that generally vest over a three-year period.

Insider Trade Summary 10b5-1

Net Seller: 2,491 shares

Net Sell 1 txn

Insider Gardiner Warren

Role Chief Financial Officer

Sold 2,491 shs ($389K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3, F4	2,491	$156.30	$389K

Holdings After Transaction: Common Stock — 22,698 shares (Direct)

Footnotes (4)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 9, 2025.
2. F2. The common stock number referred in Table I is an aggregate number and represents 10,423 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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. F3. The satisfaction of the 2024, 2025 and 2026 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting. The satisfaction of the 2024, 2025 and 2026 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, February 2028 and February 2029, respectively, and will be reported at the time of vesting.
4. F4. 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.

Key Figures

Shares sold: 2,491 shares of common stock Sale price per share: $156.30 per share Shares held after transaction (aggregate): 22,698 shares +5 more

8 metrics

Shares sold 2,491 shares of common stock Sale on August 19, 2026 by ICE CFO Gardiner Warren

Sale price per share $156.30 per share Price for the 2,491 shares sold on August 19, 2026

Shares held after transaction (aggregate) 22,698 shares Direct holdings reported following the August 19, 2026 sale

Common stock component of aggregate holdings 10,423 shares Portion of the 22,698 aggregate shares reported as common stock

Unvested RSUs in aggregate holdings 10,117 RSUs Part of the aggregate number reported as common stock

PSUs with satisfied performance period in aggregate holdings 2,158 PSUs Performance-based RSUs included in the aggregate holdings figure

Typical vesting rate 33.33% per year over three years Vesting schedule for the RSUs and PSUs described

Rule 10b5-1 plan effective date June 9, 2025 Effective date of the trading plan governing the reported sale

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), performance based restricted stock units ("PSUs"), TSR PSUs, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units ("RSUs") financial

"represents 10,423 shares of common stock and 10,117 unvested restricted stock units"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance based restricted stock units ("PSUs") financial

"and 2,158 performance based restricted stock units ("PSUs"), for which"

TSR PSUs financial

"The satisfaction of the 2024, 2025 and 2026 TSR PSUs and the"

earnings before interest, taxes, depreciation, and amortization ("EBITDA") financial

"three-year earnings before interest, taxes, depreciation, and amortization ("EBITDA") PSUs"

Earnings before interest, taxes, depreciation, and amortization (EBITDA) is a measure of a company's operating profitability that strips out financing costs, tax effects, and certain accounting write‑downs to focus on core business performance. For investors it offers a quick way to compare how efficiently different companies generate earnings from their operations—like comparing the cash-making engine of two shops while ignoring their different loan payments, tax situations, or bookkeeping choices—though it doesn’t replace detailed cash‑flow or profit analysis.

Deal Incentive Awards financial

"performance based restricted stock units granted as Deal Incentive Awards and the"

FAQ

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

ICE CFO Gardiner Warren reported a sale of 2,491 shares of Intercontinental Exchange, Inc. common stock on August 19, 2026 in a transaction coded “S” for an open-market or private sale.

At what price did the ICE CFO sell shares and how many does he hold after the sale?

Gardiner Warren sold 2,491 shares at $156.30 per share. After the transaction, he reported direct holdings of 22,698 shares, which is an aggregate figure including common stock and equity awards.

Was the ICE CFO’s share sale under a Rule 10b5-1 trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan that was approved and became effective as of June 9, 2025, indicating the transaction was pre-arranged under that plan.

What makes up the ICE CFO’s 22,698 reported shares after the transaction?

The 22,698 reported shares comprise 10,423 shares of common stock, 10,117 unvested RSUs, and 2,158 PSUs for which the performance period has been satisfied, all reported in aggregate as common stock.

How do the ICE CFO’s RSUs and PSUs vest?

The RSUs and the described PSUs generally vest over a three-year period, with 33.33% of the units vesting each year, according to the disclosure regarding these equity awards.

When will additional ICE performance-based awards for the CFO be determined and reported?

For specified TSR and EBITDA PSUs granted for 2024, 2025 and 2026, satisfaction and shares to be issued will be determined in February 2027, 2028 and 2029 and will be reported at vesting. Certain Deal Incentive Awards will be determined in December 2026–2028.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:30 PM Accepted by SEC EDGAR 08/21/2026 - 04:30 PM Learn about SEC filing dates

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 GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

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

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

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

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	08/19/2026		S		2,491(1)	D	$156.3	22,698(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 June 9, 2025.

2. The common stock number referred in Table I is an aggregate number and represents 10,423 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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 2024, 2025 and 2026 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting. The satisfaction of the 2024, 2025 and 2026 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, February 2028 and February 2029, 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	08/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)