Were the ICE CTO’s share sales made under a Rule 10b5-1 plan?

Yes. The filing states the share sales were effected under a Rule 10b5-1 trading plan approved and effective as of February 12, 2026. Such plans pre-schedule trades, reducing the significance of short-term market timing in interpreting insider activity.

ICE (NYSE: ICE) CTO exercises options and sells 4,271 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange Chief Technology Officer Mayur Kapani reported an exercise-and-sell transaction in company stock. He exercised 4,271 stock options at $67.00 per share and on the same date sold a total of 4,271 common shares in open-market transactions at prices around the mid‑$150 range, under a Rule 10b5-1 trading plan approved and effective as of February 12, 2026. After these transactions, he directly holds 64,869 common shares, which reflect 53,660 shares plus 8,907 unvested RSUs and 2,302 performance-based RSUs, and he retains 10,035 stock options expiring in February 2028.

Insider Trade Summary 10b5-1

Net Seller: 4,271 shares ($663,797)

Net Sell 4 txns

Insider Kapani Mayur

Role Chief Technology Officer

Sold 4,271 shs ($664K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy) Holding	4,271	$0.00	--
Exercise	Common Stock	4,271	$67.00	$286K
Sale	Common Stock	2,900	$155.2708	$450K
Sale	Common Stock	1,371	$155.7346	$214K

Holdings After Transaction: Employee Stock Option (right to buy) Holding — 10,035 shares (Direct, null); Common Stock — 69,140 shares (Direct, null)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-l trading plan which was approved and became effective as of February 12, 2026. The price range for the aggregate amount sold by the direct holder is $154.60 - $155.59. 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 price range for the aggregate amount sold by the direct holder is $155.62 - $155.96. 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 53,660 shares of common stock, 8,907 unvested restricted stock units ("RSUs"), and 2,302 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 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 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. These options are fully vested.

Key Figures

Shares sold: 4,271 shares Sale prices: $155.73 and $155.27 per share Options exercised: 4,271 options at $67.00 +4 more

7 metrics

Shares sold 4,271 shares Open-market sales of common stock on May 14, 2026

Sale prices $155.73 and $155.27 per share Reported transaction prices for two sale blocks

Options exercised 4,271 options at $67.00 Employee stock option exercise into common stock

Shares held after 64,869 shares Direct holdings after transactions, including RSUs and PSUs

Unvested RSUs 8,907 units Part of aggregate common stock number in Table I

Performance-based RSUs 2,302 units Performance period satisfied; vest over three years

Remaining options 10,035 options Employee stock options outstanding after exercise, expire Feb 8, 2028

Key Terms

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

6 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-l trading plan which was approved and became effective as of February 12, 2026."

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 53,660 shares of common stock, 8,907 unvested restricted stock units ("RSUs"), and 2,302 performance based restricted stock units ("PSUs")"

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

"8,907 unvested restricted stock units ("RSUs"), and 2,302 performance based restricted stock units ("PSUs"), for which the performance period has been satisfied."

total shareholder return ("TSR") PSUs financial

"The satisfaction of the 2024, 2025 and 2026 three-year total shareholder return ("TSR") PSUs and the corresponding number of shares"

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

"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"

Deal Incentive Awards financial

"performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 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).

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^*

Kapani Mayur

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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)
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	05/14/2026		M		4,271⁽¹⁾	A	$67	69,140	D
Common Stock	05/14/2026		S		2,900⁽¹⁾	D	$155.2708⁽²⁾	66,240	D
Common Stock	05/14/2026		S		1,371⁽¹⁾	D	$155.7346⁽³⁾	64,869⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)
Employee Stock Option (right to buy) Holding	$67	05/14/2026		M			4,271	⁽⁷⁾	02/08/2028	Common Stock	4,271	$0	10,035	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-l trading plan which was approved and became effective as of February 12, 2026.

2. The price range for the aggregate amount sold by the direct holder is $154.60 - $155.59. 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 price range for the aggregate amount sold by the direct holder is $155.62 - $155.96. 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.

4. The common stock number referred in Table I is an aggregate number and represents 53,660 shares of common stock, 8,907 unvested restricted stock units ("RSUs"), and 2,302 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.

5. The satisfaction of the 2024, 2025 and 2026 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 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.

6. 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.

7. These options are fully vested.

	/s/ Octavia N. Spencer, Attorney-in-fact	05/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ICE CTO Mayur Kapani report in this Form 4 filing?

Kapani reported exercising 4,271 stock options and selling 4,271 Intercontinental Exchange common shares. The sales were open-market transactions executed under a pre-approved Rule 10b5-1 trading plan, indicating a planned liquidity event rather than an opportunistic trade.

How many Intercontinental Exchange (ICE) shares did Mayur Kapani sell?

He sold a total of 4,271 ICE common shares in two open-market transactions. The reported weighted prices were approximately $155.27 and $155.73 per share, with detailed price ranges provided and available from the issuer upon request to regulators or shareholders.

What stock options did the ICE CTO exercise in this transaction?

Kapani exercised 4,271 employee stock options with a conversion price of $67.00 per share. These options are fully vested and relate to underlying ICE common stock, with the remaining option holdings after this exercise totaling 10,035 options expiring in February 2028.

How many Intercontinental Exchange shares does Mayur Kapani hold after the trades?

After the reported transactions, Kapani directly holds 64,869 common shares. This aggregate consists of 53,660 common shares, 8,907 unvested restricted stock units, and 2,302 performance-based restricted stock units for which the performance period has been satisfied.

What future performance-based awards are described for ICE executive Mayur Kapani?

The filing describes total shareholder return and EBITDA performance stock units for 2024–2026 cycles. Satisfaction and share issuance for these awards will be determined in February 2027, February 2028, and February 2029, with results to be reported at vesting.