Form 4: ICE Chief Accounting Officer Reports Equity Transactions

Intercontinental Exchange's Chief Accounting Officer, James W. Namkung, reported the vesting and acquisition of restricted stock units, alongside shares withheld for tax obligations.

Summary

• James W. Namkung, Chief Accounting Officer of Intercontinental Exchange, Inc. (ICE), reported transactions on February 10, 2026.
• 200 shares of common stock were disposed of at a price of $169.48 per share to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs).
• These 200 shares were part of 448 shares that vested on February 10, 2026, from an RSU award issued on February 10, 2025.
• An additional 1,456 restricted stock units were acquired at a price of $0, representing a new award issued on February 10, 2026.
• The newly acquired 1,456 RSUs will vest over three years, with one-third vesting on each anniversary of the award date.
• Following these transactions, Mr. Namkung beneficially owns an aggregate of 17,201 shares of common stock.
• This aggregate includes 12,546 shares of common stock, 2,354 unvested restricted stock units (RSUs), and 2,301 performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The unvested RSUs and PSUs vest over a three-year period, with 33.33% of the units vesting each year.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it reports routine insider transactions related to executive compensation and vesting schedules, which are standard disclosures and do not indicate significant positive or negative operational or financial news.

Positives

• The acquisition of 1,456 restricted stock units demonstrates continued equity incentive for a key executive.
• The vesting of previously granted restricted stock units indicates ongoing compensation and retention of management.

Negatives

• 200 shares were withheld to cover tax obligations, which is a standard practice for equity compensation vesting.

Risks

• No specific risks are detailed in this insider transaction report.

Future Outlook

Future vesting of restricted stock units is scheduled for February 10, 2027, and February 10, 2028, for the 2025 award, and annually for the 2026 award. The satisfaction and issuance of shares for performance-based restricted stock units (TSR, EBITDA, and Deal Incentive Awards) from 2024, 2025, and 2026 will be determined and reported between December 2026 and February 2029, subject to performance and time-based vesting conditions.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures of insider transactions, providing transparency into executive compensation and ownership changes rather than broader industry trends. These transactions reflect standard equity incentive plans for corporate officers.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) as a component of executive compensation is a common practice across various industries, aligning executive incentives with long-term shareholder value.
• The three-year vesting schedule for RSUs and PSUs is typical for executive equity awards, promoting retention and long-term performance focus, comparable to practices at peer financial market infrastructure companies like CME Group or Nasdaq.

Related Party Transactions

• The reported transactions involve equity compensation for James W. Namkung, the Chief Accounting Officer, which constitutes a related party dealing as part of his employment agreement.

Stakeholder Impact

• Shareholders benefit from transparency regarding executive compensation and ownership changes, which can help assess management's alignment with shareholder interests.
• Employees, particularly other executives, may view these transactions as consistent with the company's established compensation policies and incentive structures.

Next Steps

• Future vesting of 898 shares from the February 10, 2025 RSU award on February 10, 2027, and February 10, 2028.
• Annual vesting of the 1,456 restricted stock units granted on February 10, 2026.
• Determination and reporting of shares for 2024, 2025, and 2026 TSR and EBITDA PSUs upon vesting in February 2027, February 2028, and February 2029, respectively.
• Determination and reporting of shares for Deal Incentive Awards (PSUs) in December 2026, December 2027, and December 2028, subject to vesting and holding periods.

Key Dates

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Stock Units, PSU, Executive Compensation, Equity Award, Chief Accounting Officer