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Filing Details

Accession Number:: 0000950170-25-024505
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-02-20 20:28:46
Reporting Period:: 2025-02-18

Filing Date:: 2025-02-20
Accepted Time:: 2025-02-20 20:28:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571949	Intercontinental Exchange Inc.	ICE	Security & Commodity Brokers, Dealers, Exchanges & Services (6200)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1754817	C Lynn Martin	5660 New Northside Drive Atlanta GA 30328	President, Nyse Group	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2025-02-18	9,348	$0.00	68,530	No	4	A	Direct
Common Stock	Disposition	2025-02-18	1,591	$166.71	66,939	No	4	F	Direct
Common Stock	Acquisiton	2025-02-20	3,183	$57.31	70,122	No	4	M	Direct
Common Stock	Disposition	2025-02-20	6,518	$166.39	63,604	No	4	S	Direct
Common Stock	Disposition	2025-02-20	3,963	$167.02	59,641	No	4	S	Direct
Common Stock	Disposition	2025-02-20	152	$0.00	59,489	No	4	G	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	G	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2025-02-20	3,183	$0.00	3,183	$57.31

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
15,882		2027-01-18	No	4	M	Direct

Footnotes

Represents shares of performance based restricted stock units granted to the filing person on February 12, 2024. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2024 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 15, 2025, 1/3 on February 15, 2026 and 1/3 on February 15, 2027). Of the 9,348 shares, 3,116 were issued on February 18, 2025, of which 1,591 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 6,232 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.
Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of August 12, 2024.
The price range for the aggregate amount sold by the direct holder is $165.86 - $166.85. 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 $166.86 - $167.28. 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.
This transaction involved a gift of 152 shares of the issuer's common stock by the reporting person to a philanthropic organization.
The common stock number referred in Table I is an aggregate number and represents 42,154 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 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 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.
These options are fully vested.