Form 4: ICE CEO Sprecher Gifts Shares, Sells Stock

Intercontinental Exchange CEO Jeffrey C. Sprecher reported a gift of 46,000 shares to a philanthropic organization and sales of 150,000 shares under a pre-approved 10b5-1 plan.

Summary

• Jeffrey C. Sprecher, CEO and Director of Intercontinental Exchange, Inc. (ICE), reported transactions on November 19, 2025.
• A gift of 46,000 shares of common stock was made to a philanthropic organization, with a transaction price of $0.
• A total of 150,000 shares of common stock were sold under a Rule 10b5-1 trading plan, which became effective on May 30, 2025.
• The sales included 60,639 shares at an average price of $152.621 (ranging from $152.00 to $152.99) and 89,361 shares at an average price of $153.398 (ranging from $153.00 to $153.65).
• Following these transactions, Sprecher directly beneficially owns 1,116,991 shares of common stock, which includes 1,033,262 shares of common stock, 26,702 unvested restricted stock units (RSUs), and 57,027 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• Sprecher also indirectly beneficially owns 1,801,705 shares through CPEX, an entity in which he holds 100% equity interest, and 81,570 shares indirectly through his spouse, for which he disclaims beneficial ownership.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report (Form 4) detailing pre-planned sales under a 10b5-1 plan and a philanthropic gift. It does not contain information that would significantly alter the company's fundamental outlook or performance, thus warranting a neutral sentiment.

Positives

• The reporting person made a philanthropic gift of 46,000 shares of common stock to a charitable organization.

Future Outlook

The filing details future vesting schedules for various performance-based restricted stock units (PSUs). The satisfaction and corresponding share issuance for 2023, 2024, and 2025 three-year Total Shareholder Return (TSR) PSUs will be determined in February 2026, February 2027, and February 2028, respectively. Similarly, 2024 and 2025 three-year EBITDA PSUs will be determined in February 2027 and February 2028. Deal Incentive Awards PSUs will be determined in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a subsequent one-year holding period.

Related Party Transactions

• The reporting person indirectly owns 1,801,705 shares through CPEX, an entity in which the reporting person beneficially owns 100% of the equity interest.
• The reporting person indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse, for which the reporting person disclaims beneficial ownership.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, although pre-planned, represents a reduction in his direct equity stake. The philanthropic gift demonstrates charitable giving by leadership.
• Employees: No direct impact mentioned.

Next Steps

• Determination and reporting of shares for 2023, 2024, and 2025 three-year TSR PSUs in February 2026, 2027, and 2028, respectively.
• Determination and reporting of shares for 2024 and 2025 three-year EBITDA PSUs in February 2027 and 2028, respectively.
• Determination and reporting of shares for Deal Incentive Awards PSUs in December 2026, 2027, and 2028, subject to additional vesting and holding periods.

Key Dates

Keywords

Intercontinental Exchange, ICE, Jeffrey C. Sprecher, Insider Trading, Form 4, Stock Sale, Philanthropic Gift, 10b5-1 Plan, CEO