Intercontinental Exchange (ICE) President reports 396-share gift and 59,033 total holdings

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) filed a Form 4 reporting a charitable stock gift by a senior executive. The reporting person, who serves as President of NYSE Group, made a gift of 396 shares of ICE common stock on 12/04/2025 to a philanthropic organization, with no sale proceeds involved.

Following the transaction, the executive beneficially owns a total of 59,033 equity-linked interests, consisting of 41,698 shares of common stock, 5,834 unvested restricted stock units (RSUs), and 11,501 unvested performance-based restricted stock units (PSUs) whose performance periods have been satisfied. The RSUs and these PSUs vest over three years, with 33.33% vesting each year.

The filing also explains that additional PSU awards tied to total shareholder return and EBITDA for 2023–2025 and 2024–2025, as well as Deal Incentive Awards, will have their ultimate share payouts determined between February 2026 and December 2028, and will be reported at the time of vesting.

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

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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)
12/04/2025

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	12/04/2025		G		396(1)	D	$0	59,033(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction involved a gift of 396 shares of the issuer's common stock by the reporting person to a philanthropic organization.

2. The common stock number referred in Table I is an aggregate number and represents 41,698 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.

3. 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.

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-fact	12/08/2025
	** 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).
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FAQ

What insider transaction did ICE report in this Form 4?

The Form 4 reports that the President of NYSE Group, an officer of Intercontinental Exchange, Inc. (ICE), made a gift of 396 shares of ICE common stock on 12/04/2025 to a philanthropic organization.

How many ICE shares and units does the reporting person own after this transaction?

After the reported gift, the officer beneficially owns an aggregate of 59,033 equity interests in ICE, including 41,698 shares of common stock, 5,834 unvested RSUs, and 11,501 unvested PSUs whose performance periods have been satisfied.

How do the ICE RSUs and PSUs held by the executive vest?

The RSUs and the performance-based RSUs (PSUs) referenced in the filing vest over a three-year period, with 33.33% of the units vesting each year.

When will PSU awards tied to ICE’s TSR and EBITDA be determined and reported?

The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return (TSR) PSUs, and corresponding share issuance, will be determined in February 2026, February 2027 and February 2028. The 2024 and 2025 three-year EBITDA PSUs will be determined in February 2027 and February 2028. These will be reported at the time of vesting.

What are Deal Incentive Award PSUs mentioned for ICE’s executive?

The filing notes performance-based RSUs granted as Deal Incentive Awards. Their satisfaction and the related share issuance will be determined in December 2026, December 2027 and December 2028, and these awards are also subject to additional time-based vesting conditions and, if applicable, a one-year holding period.

Does this ICE Form 4 indicate a sale of shares by the executive?

No. The reported transaction is coded as a gift, describing a transfer of 396 shares of ICE common stock to a philanthropic organization, rather than an open-market or private sale.