Form 4: ICE Executive Gifts Shares, Details Future Vesting

Intercontinental Exchange's NYSE Group President, Lynn C. Martin, reported a gift of 143 common shares and provided details on her substantial equity holdings, including future RSU and PSU vesting schedules.

Summary

• Lynn C. Martin, President of NYSE Group at Intercontinental Exchange, Inc. (ICE), reported a gift of 143 shares of the issuer's common stock to a philanthropic organization.
• The transaction date for the gift was September 4, 2025.
• Following this transaction, Ms. Martin beneficially owns 59,429 shares of Intercontinental Exchange common stock.
• This beneficial ownership includes 42,094 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, with 33.33% of the units vesting each year.
• An additional 83 shares were acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the philanthropic nature of the share disposal and the transparency provided regarding significant executive equity holdings, which aligns management interests with shareholders. It is largely neutral as it's a routine disclosure.

Positives

• The reporting person, a key executive, maintains a significant beneficial ownership of 59,429 shares, aligning her interests with shareholders.
• The transaction involved a philanthropic gift, demonstrating corporate social responsibility from an executive.
• The detailed disclosure of equity holdings, including unvested RSUs and PSUs, provides transparency to investors.

Negatives

• A small number of shares (143) were disposed of, though this was a gift and not a sale for personal gain.

Risks

• The satisfaction of performance-based restricted stock units (PSUs) for 2023, 2024, and 2025 total shareholder return (TSR) and 2024 and 2025 earnings before interest, taxes, depreciation, and amortization (EBITDA) is subject to future performance determination, meaning the final number of shares to be issued is not yet guaranteed.
• Deal Incentive Awards PSUs are subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period, introducing uncertainty regarding the timing and final realization of these awards.

Future Outlook

Future share issuances are anticipated based on the vesting schedules of unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs). The determination of shares for TSR and EBITDA PSUs is expected in February 2026, 2027, and 2028, while Deal Incentive Awards PSUs will be determined in December 2026, 2027, and 2028, subject to additional vesting and holding conditions.

Management Comments

• Lynn C. Martin, President of NYSE Group, engaged in a philanthropic gift of 143 common shares, reflecting a personal decision regarding her equity holdings.

Industry Context

Form 4 filings are standard regulatory disclosures across all publicly traded companies, providing transparency into insider transactions. This filing is a routine report of an executive's equity activity, common in the financial services and exchange industry where executive compensation often includes significant equity components.

Stakeholder Impact

• Shareholders benefit from the transparency of executive equity transactions, which helps in assessing management's alignment with shareholder interests.
• Philanthropic organizations are direct beneficiaries of the share gift.

Next Steps

• Future vesting of 5,834 unvested restricted stock units (RSUs) over a three-year period.
• Future vesting of 11,501 unvested performance-based restricted stock units (PSUs) over a three-year period.
• Determination of shares for 2023, 2024, and 2025 three-year total shareholder return (TSR) PSUs in February 2026, February 2027, and February 2028, respectively.
• Determination of shares for 2024 and 2025 three-year earnings before interest, taxes, depreciation, and amortization (EBITDA) PSUs in February 2027 and February 2028, respectively.
• Determination of shares for Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a potential one-year holding period.

Key Dates

Keywords

Intercontinental Exchange, ICE, NYSE Group, Lynn C. Martin, Form 4, Insider Transaction, Common Stock, Restricted Stock Units, Performance Stock Units, Equity Ownership, Executive Compensation