STOCK TITAN

Intercontinental Exchange (ICE) Officer Reports 143-Share Gift, 59,429 Shares Owned

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Martin Lynn C, an officer (President, NYSE Group) of Intercontinental Exchange, Inc. (ICE), reported a gift of 143 shares of ICE common stock on 09/04/2025. Following the reported transaction, the reporting person beneficially owned 59,429 shares in the aggregate. That total is described as 42,094 shares of common stock plus 5,834 unvested restricted stock units (RSUs) and 11,501 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied. The filing also notes 83 shares acquired under ICE's Employee Stock Purchase Plan on 06/30/2025. Several PSU vesting determinations remain pending and will be reported when settled on their respective future dates.

Positive

  • Transparent disclosure of the gift transaction and a detailed breakdown of vested and unvested holdings
  • Participation in the ESPP evidenced by 83 shares acquired on 06/30/2025, showing executive alignment with employee plan
  • Gift to philanthropy (transaction coded as a gift) rather than a market sale

Negative

  • Reduction in beneficial ownership by 143 shares due to the gift
  • Significant portion of reported holdings (5,834 RSUs and 11,501 PSUs) remain unvested and subject to future determination

Insights

TL;DR: Routine insider gift and disclosure; ownership largely composed of unvested equity awards with future vesting determinations pending.

The Form 4 documents a small charitable disposition of 143 shares and provides a clear breakdown of the reporting person’s holdings, distinguishing vested common shares from unvested RSUs and PSUs. The filing highlights ongoing compensation arrangements where final PSU outcomes for multiple cycles remain to be determined and will be reported at vesting. This disclosure supports transparency around executive equity compensation and outstanding awards.

TL;DR: Minor non-market transaction; net beneficial ownership remains substantial but includes significant unvested awards.

The transaction code indicates a gift, not a market sale, and the reduction of 143 shares is immaterial relative to the total 59,429 shares reported. The filing also confirms participation in the ESPP with 83 shares purchased earlier. Material items for investors are the quantities and classifications of held and unvested equity awards and the scheduled future reporting of PSU determinations.

Insider Martin Lynn C
Role President, NYSE Group
Type Security Shares Price Value
Gift Common Stock 143 $0.00 --
Holdings After Transaction: Common Stock — 59,429 shares (Direct)
Footnotes (1)
  1. This transaction involved a gift of 143 shares of the issuer's common stock by the reporting person to a philanthropic organization. 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 42,094 shares of common stock, 5,834 unvested restricted stock units ("RSUs"), and 11,501 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.
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*
Martin Lynn C

(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)
President, NYSE Group
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025
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 09/04/2025 G 143(1) D $0 59,429(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 involved a gift of 143 shares of the issuer's common stock by the reporting person to a philanthropic organization.
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 42,094 shares of common stock, 5,834 unvested restricted stock units ("RSUs"), and 11,501 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 09/08/2025
** 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 transaction did Martin Lynn C report on the Form 4 for ICE?

The filing reports a gift of 143 shares of Intercontinental Exchange, Inc. common stock on 09/04/2025.

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

The reporting person beneficially owned 59,429 shares following the reported transaction.

What components make up the 59,429 shares reported?

That total comprises 42,094 common shares, 5,834 unvested RSUs, and 11,501 unvested PSUs (performance period satisfied for those PSUs).

Did the filing disclose recent ESPP activity for the reporting person?

Yes. The filing states 83 shares were acquired under ICE’s Employee Stock Purchase Plan on 06/30/2025.

Are there outstanding PSU determinations mentioned in the Form 4?

Yes. The filing notes that satisfaction and share issuance for several PSU cycles will be determined on future dates and reported at vesting.