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  4. [Form 4] Intercontinental Exchange, Inc. Insider Trading Activity

CFO of Intercontinental Exchange (NYSE: ICE) sells 2,490 shares

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

Rhea-AI Filing Summary

Intercontinental Exchange Chief Financial Officer Warren Gardiner sold 2,490 shares of common stock on May 19, 2026 in an open‑market transaction at $156.64 per share, executed under a pre‑arranged Rule 10b5‑1 trading plan effective June 9, 2025. After the sale, he holds a total of 25,189 shares, consisting of 12,914 common shares, 10,117 restricted stock units and 2,158 performance-based units that vest over several years, tying a substantial portion of his stake to long‑term performance.

Positive

  • None.

Negative

  • None.
Insider Gardiner Warren
Role Chief Financial Officer
Sold 2,490 shs ($390K)
Type Security Shares Price Value
Sale Common Stock 2,490 $156.64 $390K
Holdings After Transaction: Common Stock — 25,189 shares (Direct, null)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 9, 2025. The common stock number referred in Table I is an aggregate number and represents 12,914 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. 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. 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.
Insider sale volume 2,490 shares Common stock sold on May 19, 2026
Sale price $156.64 per share Open-market transaction price on May 19, 2026
Post-transaction holdings 25,189 shares Total shares beneficially owned after sale
Common shares held 12,914 shares Portion of aggregate common stock position
RSUs outstanding 10,117 units Unvested restricted stock units included in total
Performance-based RSUs 2,158 units PSUs with satisfied performance period included in total
Rule 10b5-1 trading plan financial
"This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 9, 2025."
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 12,914 shares of common stock and 10,117 unvested restricted stock units ("RSUs")"
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 the performance period has been satisfied."
TSR PSUs financial
"The satisfaction of the 2024, 2025 and 2026 TSR PSUs and the corresponding number of shares"
EBITDA financial
"2024, 2025 and 2026 three-year earnings before interest, taxes, depreciation, and amortization ("EBITDA") PSUs"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
Deal Incentive Awards financial
"performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026S2,490(1)D$156.6425,189(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 12,914 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-fact05/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Intercontinental Exchange (ICE) CFO Warren Gardiner reported selling 2,490 shares of common stock in an open-market transaction. The trade occurred on May 19, 2026 at a price of $156.64 per share, as disclosed in the Form 4 filing.

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

Yes. The Form 4 states the transaction was executed under a Rule 10b5-1 trading plan that was approved and became effective on June 9, 2025. Such pre-arranged plans are designed to schedule trades independently of short-term market conditions.

How many ICE shares does the CFO hold after this transaction?

Following the sale, ICE CFO Warren Gardiner holds 25,189 shares in total. This aggregate includes 12,914 common shares, 10,117 restricted stock units and 2,158 performance-based units, reflecting both current ownership and equity awards that vest over time.

What types of equity awards are included in the ICE CFO’s holdings?

The filing explains that Gardiner’s reported 25,189 ICE shares comprise common stock, restricted stock units (RSUs), and performance-based RSUs (PSUs). The RSUs and PSUs generally vest over a three-year period, with one-third of the units vesting each year.

When will ICE CFO Warren Gardiner’s performance-based PSUs be determined and reported?

The satisfaction of 2024, 2025 and 2026 TSR and EBITDA PSUs for ICE will be determined in February 2027, February 2028 and February 2029. The corresponding shares to be issued under these awards will be reported at the time of vesting on future forms.