Intercontinental Exchange insider 10b5-1 sale; RSU/PSU holdings disclosed

Q: What insider activity did ICE report in this Form 4?

The filer sold 939 shares of Intercontinental Exchange (ICE) common stock under a Rule 10b5-1 trading plan.

Q: How many ICE shares does the reporting person beneficially own after the transaction?

The filing reports 16,624 shares beneficially owned following the reported transaction.

Q: What types of equity comprise the 16,624 ICE shares?

The aggregate includes 7,281 shares of common stock, 3,590 unvested RSUs , and 5,753 unvested PSUs for which the performance period has been satisfied.

Q: Was the sale part of an approved trading plan?

Yes. The transaction was effected pursuant to a Rule 10b5-1 trading plan that was approved and became effective on the plan date disclosed in the filing.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange insider sale under 10b5-1 plan; holdings after sale explained. The reporting person sold 939 shares of ICE common stock under a pre-established Rule 10b5-1 trading plan. The filing shows the seller still beneficially owns 16,624 shares in aggregate, composed of 7,281 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. PSUs and RSUs vest over multi-year schedules and several performance-based awards will not be finally determined until their respective vesting measurement dates.

Positive

Sale executed under a Rule 10b5-1 trading plan, indicating the transaction was pre-planned and compliant with insider trading rules
Clear disclosure of retained holdings totaling 16,624 shares with breakdown into common shares, RSUs, and PSUs

Negative

Reduction in direct holdings due to the sale of 939 shares
Several PSUs remain undetermined until future vesting measurement dates, creating uncertainty in final share issuance

Insights

TL;DR: Routine insider sale under a 10b5-1 plan; remaining holdings include time- and performance-based awards.

The transaction reflects an orderly disposition executed under a Rule 10b5-1 plan, indicating pre-planned liquidity rather than ad hoc trading. The seller retains 16,624 shares in aggregate, of which a meaningful portion consists of unvested RSUs and PSUs that vest over multi-year schedules. Because many performance-based PSUs remain subject to future determination, the ultimate share issuance could change over time. Overall, this filing is a standard insider liquidity event with limited immediate implication for valuation or control.

TL;DR: Disclosure aligns with governance best practices; trading plan cited and vesting terms disclosed.

The report discloses that the sale was effected pursuant to a 10b5-1 trading plan and provides a breakdown of retained equity and award types, which supports transparency. The filing notes that certain PSUs have multi-year performance measurements and that some award outcomes will be reported upon vesting, consistent with typical executive compensation governance. No unusual arrangements or exceptions are disclosed in the form.

Insider Trade Summary

Net Seller: 939 shares ($161,542)

Net Sell 1 txn

Insider Williams Stuart Glen

Role Chief Operating Officer

Sold 939 shs ($162K)

Type	Security	Shares	Price	Value
Sale	Common Stock	939	$172.0366	$162K

Holdings After Transaction: Common Stock — 16,624 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of December 4, 2024. The price range for the aggregate amount sold by the direct holder is $171.69- $172.51. 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 7,281 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 →

09/19/2025 - 04:30 PM

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).

1. Name and Address of Reporting Person^*

Williams Stuart Glen

(Last)

(First)

(Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA

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)
09/17/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2025		S		939⁽¹⁾	D	$172.0366⁽²⁾	16,624⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of December 4, 2024.

2. The price range for the aggregate amount sold by the direct holder is $171.69- $172.51. 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.

3. The common stock number referred in Table I is an aggregate number and represents 7,281 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	09/19/2025
	** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did ICE report in this Form 4?

The filer sold 939 shares of Intercontinental Exchange (ICE) common stock under a Rule 10b5-1 trading plan.

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

The filing reports 16,624 shares beneficially owned following the reported transaction.

What types of equity comprise the 16,624 ICE shares?

The aggregate includes 7,281 shares of common stock, 3,590 unvested RSUs, and 5,753 unvested PSUs for which the performance period has been satisfied.

Was the sale part of an approved trading plan?

Yes. The transaction was effected pursuant to a Rule 10b5-1 trading plan that was approved and became effective on the plan date disclosed in the filing.

Are all performance-based awards finalized now?

No. The filing states that certain three-year TSR and EBITDA PSUs and Deal Incentive Awards will not be finally determined until their respective future vesting measurement dates.