Form 4: ICE CFO Sells Shares Under Pre-Arranged 10b5-1 Plan

Intercontinental Exchange's Chief Financial Officer, Warren Gardiner, sold 1,572 shares of common stock for $153.65 per share under a pre-arranged 10b5-1 trading plan.

Summary

• Warren Gardiner, Chief Financial Officer of Intercontinental Exchange, Inc. (ICE), sold 1,572 shares of common stock on November 20, 2025.
• The shares were sold at a price of $153.65 per share.
• This transaction was executed under a Rule 10b5-1 trading plan, which was approved and became effective on November 29, 2024.
• Following this transaction, Gardiner beneficially owns an aggregate of 20,534 shares of common stock.
• This aggregate includes 7,930 shares of common stock, 4,936 unvested restricted stock units (RSUs), and 7,668 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, with 33.33% of the units vesting each year.

Sentiment

Score: 5

Explanation: The filing reports a routine insider stock sale executed under a pre-arranged 10b5-1 trading plan, which is generally considered a neutral event for company sentiment as it reflects personal financial management rather than a change in company outlook.

Future Outlook

The filing indicates future vesting events for unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs and PSUs vest over a three-year period, with 33.33% vesting annually. Specific determination dates for various tranches of Total Shareholder Return (TSR) PSUs, Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) PSUs, and Deal Incentive Awards PSUs are scheduled between February 2026 and December 2028.

Industry Context

This Form 4 filing details a routine insider transaction, specifically a sale of shares by a corporate officer under a pre-arranged trading plan. Such transactions are common across all industries and are typically not indicative of broader industry trends or competitive positioning, but rather personal financial planning by executives.

Next Steps

• Reporting of the satisfaction and issuance of shares for 2023, 2024, and 2025 three-year Total Shareholder Return (TSR) PSUs at the time of vesting (February 2026, February 2027, and February 2028, respectively).
• Reporting of the satisfaction and issuance of shares for 2024 and 2025 three-year Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) PSUs at the time of vesting (February 2027 and February 2028, respectively).
• Determination and issuance of shares for Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to additional time-based vesting conditions and a subsequent one-year holding period.

Key Dates

Keywords

ICE, Intercontinental Exchange, Form 4, insider trading, stock sale, CFO, 10b5-1 plan, equity, restricted stock units, performance stock units