Form 4: ICE CFO Gardiner Reports Routine Stock Transactions

Intercontinental Exchange's Chief Financial Officer, Warren Gardiner, reported the vesting of restricted stock units and a new RSU award, alongside shares withheld for tax obligations.

Summary

• Warren Gardiner, Chief Financial Officer of Intercontinental Exchange, Inc. (ICE), reported transactions on February 10, 2026.
• 739 shares of common stock were disposed of at $169.48 to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) issued on February 10, 2025.
• 1,645 shares from the February 10, 2025 RSU award vested on February 10, 2026, with 739 shares withheld for taxes. The remaining 3,291 shares from this award are scheduled to vest on February 10, 2027, and February 10, 2028.
• Gardiner also received a new award of 6,826 restricted stock units (RSUs) on February 10, 2026, which will vest over three years, with one-third vesting on each anniversary of the award date.
• Following these transactions, Gardiner beneficially owns an aggregate of 32,642 shares, comprising 14,857 shares of common stock, 10,117 unvested RSUs, and 7,668 performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• Future vesting dates for various PSUs (TSR, EBITDA, Deal Incentive Awards) are scheduled through December 2028 and February 2029.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, reflecting routine executive compensation activities. The grant of new equity awards is a positive for executive retention and alignment, while tax-related dispositions are standard.

Positives

• The CFO received a new award of 6,826 restricted stock units, indicating continued incentive and alignment with shareholder interests.
• A portion of previously granted restricted stock units (1,645 shares) vested, demonstrating the realization of long-term compensation.

Negatives

• 739 shares were disposed of to cover tax withholding obligations, which is a common practice but reduces the direct shareholding.

Future Outlook

The filing details future vesting schedules for various equity awards, including restricted stock units and performance-based restricted stock units (TSR, EBITDA, and Deal Incentive Awards) extending through February 2029. These awards are subject to time-based vesting conditions and, for PSUs, performance criteria and potential holding periods.

Industry Context

StockSavvy.ai notes that executive equity compensation, including restricted stock units and performance-based awards, is a standard practice across the financial services and exchange industry. These awards are designed to align executive incentives with long-term shareholder value creation, a common strategy employed by major players like CME Group and Nasdaq. The regular vesting and new grants reflect ongoing compensation cycles typical for senior executives in publicly traded companies.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with multi-year vesting schedules is a common compensation structure for executives in the financial exchange industry, comparable to practices at companies like CME Group Inc. and Nasdaq, Inc.
• The withholding of shares for tax obligations upon vesting is a standard and expected procedure for equity compensation, aligning with common practices across all industries.
• The grant of new equity awards to a Chief Financial Officer is consistent with ongoing executive incentive programs aimed at retaining talent and aligning interests with long-term company performance.

Related Party Transactions

• The transactions involve equity awards granted by Intercontinental Exchange, Inc. to its Chief Financial Officer, Warren Gardiner, which are considered related party transactions in the context of executive compensation.

Stakeholder Impact

• Shareholders: The grant of new equity awards aligns the CFO's interests with long-term shareholder value. The tax-related disposition is a routine event.
• Management: The transactions reflect ongoing executive compensation and incentive structures for the CFO.

Next Steps

• Remaining 3,291 shares from the February 10, 2025 RSU award are scheduled to be issued on February 10, 2027, and February 10, 2028.
• New RSUs granted on February 10, 2026, will vest in three equal annual installments starting February 10, 2027.
• Determination and reporting of 2024, 2025, and 2026 TSR PSUs will occur in February 2027, February 2028, and February 2029, respectively.
• Determination and reporting of 2024, 2025, and 2026 EBITDA PSUs will occur in February 2027, February 2028, and February 2029, respectively.
• Determination of Deal Incentive Awards PSUs will occur in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a one-year holding period.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions (vesting of RSUs, new RSU grant, and tax withholding). It does not contain information that would fundamentally alter the investment thesis for Intercontinental Exchange, Inc. Therefore, a "hold" recommendation is appropriate, as the filing provides no new material information to warrant a change in investment stance.

Keywords

Intercontinental Exchange, ICE, Warren Gardiner, CFO, Form 4, Insider Trading, Restricted Stock Units, RSU, Performance Stock Units, PSU, Executive Compensation, Stock Vesting, Equity Award