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

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) reported an insider sale by SVP, HR & Administration Douglas Foley, who disposed of 1,600 shares of common stock at $175.62 per share on 09/12/2025. The filing states the sale was effected under a Rule 10b5-1 trading plan that became effective on 11/22/2024. Following the transaction, the reporting person beneficially owned 25,796 shares, an aggregate that includes 20,647 currently owned shares, 1,795 unvested restricted stock units (RSUs) and 3,354 performance-based restricted stock units (PSUs) for which the performance period has been satisfied. The filing also notes 83 shares were acquired under the company ESPP on 06/30/2025. Several PSU vesting outcomes and Deal Incentive award satisfactions remain subject to future determination and reporting.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was pre-authorized and reduces concerns about opportunistic timing
• Detailed disclosure of holdings including breakdown of vested shares, RSUs, PSUs and ESPP purchases, supporting transparency

Negative

• Insider disposition of 1,600 shares reduced direct beneficial ownership, which investors may note even though it was pre-planned
• Certain PSU and Deal Incentive award outcomes remain undetermined and will be reported in future periods, introducing future reporting uncertainty

Insights

Financial Analyst

TL;DR: Routine, pre-planned insider sale under a 10b5-1 plan; remaining holdings include a mix of vested shares and time- or performance-based awards.

The sale of 1,600 shares at $175.62 was executed pursuant to an established 10b5-1 plan, which limits inference about insider sentiment because trades are pre-authorized. The post-transaction beneficial ownership of 25,796 shares reflects a substantial portion tied up in unvested RSUs and PSUs, indicating continued alignment with long-term compensation structure. Future dilution from PSU settlements depends on performance determinations scheduled through 2028.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices: sale under a documented trading plan and detailed footnote disclosure of award vesting mechanics.

The Form 4 clearly discloses the use of a Rule 10b5-1 plan, the components of beneficial ownership, and timing uncertainties for performance awards. That transparency aids shareholder oversight. Materiality appears limited: this is a single planned sale and the filing identifies which shares are unvested or performance-contingent, supporting accurate governance review.

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
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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^*

Foley Douglas

(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)
	SVP, HR & Administration

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		S		1,600(1)	D	$175.62	25,796(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. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 22, 2024.

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 20,647 shares of common stock, 1,795 unvested restricted stock units ("RSUs"), and 3,354 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	09/12/2025
	** 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 insider transaction did ICE (ICE) report on this Form 4?

The filing reports that SVP Douglas Foley sold 1,600 shares of ICE common stock at $175.62 per share on 09/12/2025.

Was the sale by the ICE insider part of a pre-arranged plan?

Yes. The transaction was effected pursuant to a Rule 10b5-1 trading plan that became effective on 11/22/2024.

How many ICE shares does the reporting person beneficially own after the sale?

Following the reported transaction the reporting person beneficially owned 25,796 shares in aggregate, including vested and unvested awards.

Does the Form 4 disclose unvested or performance-based awards for ICE?

Yes. It discloses 1,795 unvested RSUs and 3,354 PSUs for which the performance period has been satisfied; other PSU determinations and Deal Incentive awards remain pending.

Did the reporting person acquire shares through the Employee Stock Purchase Plan (ESPP)?

Yes. The filing notes 83 shares were acquired under the ICE ESPP on 06/30/2025.