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ICE (NYSE: ICE) HR chief sells stock via 10b5-1 plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) reports that officer Douglas Foley, SVP, HR & Administration, sold 1,600 shares of common stock on August 20, 2026 at $160.00 per share in an open-market transaction executed under a Rule 10b5-1 trading plan approved and effective as of November 7, 2025.

After this sale, Foley holds 17,463 ICE equity instruments, consisting of 13,032 shares of common stock, 3,472 unvested RSUs and 959 PSUs for which the performance period has been satisfied. The RSUs and these PSUs vest over three years, with 33.33% of the units vesting each year. Additional PSU and deal incentive awards will have payout levels determined between December 2026 and February 2029, subject to performance and further vesting conditions.

Positive

  • None.

Negative

  • None.
Insider Foley Douglas
Role SVP, HR & Administration
Sold 1,600 shs ($256K)
Type Security Shares Price Value
Sale Common Stock F1, F2, F3, F4 1,600 $160.00 $256K
Holdings After Transaction: Common Stock — 17,463 shares (Direct)
Footnotes (4)
  1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 7, 2025.
  2. F2. The common stock number referred in Table I is an aggregate number and represents 13,032 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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. F3. 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 year-three 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.
  4. F4. 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.
Shares sold 1,600 shares of Common Stock Open-market sale on August 20, 2026
Sale price per share $160.00 per share Price for the 1,600 shares sold on August 20, 2026
Total equity instruments after transaction 17,463 equity instruments Aggregate ICE holdings following the reported sale
Common shares held after transaction 13,032 shares Portion of aggregate holdings represented by common stock
Unvested RSUs 3,472 RSUs Unvested restricted stock units included in aggregate holdings
Performance-based RSUs with satisfied performance period 959 PSUs Performance-based restricted stock units with performance conditions met
Three-year vesting schedule 33.33% per year over three years Vesting pattern for RSUs and PSUs referenced in the filing
Rule 10b5-1 plan effective date November 7, 2025 Effective date of trading plan governing the August 20, 2026 sale
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan"
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 13,032 shares of common stock and 3,472 unvested restricted stock units ("RSUs")"
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
"and 959 performance based restricted stock units ("PSUs"), for which the performance period"
total shareholder return (TSR) financial
"The satisfaction of the 2024, 2025 and 2026 three-year total shareholder return (TSR) PSUs"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
earnings before interest, taxes, depreciation, and amortization (EBITDA) financial
"The satisfaction of the 2024, 2025 and 2026 year-three earnings before interest, taxes, depreciation, and amortization (EBITDA) PSUs"
Deal Incentive Awards financial
"performance based restricted stock units granted as Deal Incentive Awards and the corresponding"

FAQ

What insider transaction did ICE report for Douglas Foley?
ICE reported that Douglas Foley, SVP, HR & Administration, sold 1,600 shares of ICE common stock on August 20, 2026 at $160.00 per share in an open-market or private transaction executed under a Rule 10b5-1 trading plan.

How many ICE (ICE) shares and units does Douglas Foley hold after this Form 4 transaction?
After the sale, Douglas Foley holds an aggregate of 17,463 ICE equity instruments, including 13,032 shares of common stock, 3,472 unvested RSUs, and 959 performance-based RSUs (PSUs) for which the performance period has been satisfied.

Was the August 20, 2026 sale by Douglas Foley under a Rule 10b5-1 plan?
Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan that was approved and became effective as of November 7, 2025, indicating the trade was pre-arranged under that plan.

What is the vesting schedule for Douglas Foley’s ICE RSUs and PSUs?
The filing states that Foley’s RSUs and PSUs vest over a three-year period, with 33.33% of the units vesting each year. Additional performance-based awards also have future vesting and, for some, a potential subsequent one-year holding period.

When will ICE determine payouts for Douglas Foley’s TSR and EBITDA PSUs?
For the 2024, 2025 and 2026 TSR PSUs and EBITDA PSUs, the satisfaction and corresponding shares to be issued will be determined in February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting.

What future dates are tied to Douglas Foley’s deal incentive award PSUs at ICE (ICE)?
The satisfaction of performance-based RSUs granted as Deal Incentive Awards and the related shares to be issued will be determined in December 2026, December 2027 and December 2028, subject to additional time-based vesting and, if applicable, a one-year holding period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, HR & Administration
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026S1,600(1)D$16017,463(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 7, 2025.
2. The common stock number referred in Table I is an aggregate number and represents 13,032 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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 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 year-three 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.
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-fact08/24/2026
** Signature of Reporting PersonDate
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