Form 4: ICE Executive's Stock Transactions Post-PSU Vesting

Intercontinental Exchange President, Fixed Income & Data, Christopher Scott Edmonds, reported the acquisition of shares from vested performance-based restricted stock units and subsequent tax-related dispositions.

Summary

• Christopher Scott Edmonds, President, Fixed Income & Data at Intercontinental Exchange, Inc. (ICE), reported transactions involving company common stock.
• On February 3, 2026, Edmonds acquired 14,043 shares of common stock at a price of $0, stemming from the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 3, 2023.
• The payout for these TSR PSUs was determined by the Issuer's stock price through December 31, 2025, relative to the S&P 500's total shareholder return from January 1, 2023, through December 31, 2025.
• Concurrently, 6,393 shares of common stock were disposed of at a price of $173.18 to satisfy tax withholding obligations related to the vested TSR PSUs.
• Following these transactions, Edmonds beneficially owns an aggregate of 23,459 shares of common stock.
• This beneficial ownership includes 9,416 shares of common stock, 4,936 unvested restricted stock units (RSUs), and 9,107 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% vesting each year.
• Beneficial ownership also includes 83 shares and 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025, and December 31, 2025, respectively.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting the successful vesting of performance-based awards, which indicates the company met its performance targets and aligns executive interests with shareholders. The transactions are routine and expected.

Positives

• The vesting of 14,043 performance-based restricted stock units indicates that Intercontinental Exchange met its total shareholder return performance targets relative to the S&P 500 for the period ending December 31, 2025.
• The executive's continued beneficial ownership of 23,459 shares, including unvested RSUs and PSUs, aligns management's interests with long-term shareholder value.

Future Outlook

Future vesting events are anticipated for 2024 and 2025 TSR PSUs and EBITDA PSUs, with determinations expected in February 2027 and February 2028, respectively. Additionally, Deal Incentive Awards PSUs are slated for determination in December 2026, December 2027, and December 2028, subject to further time-based vesting and potential one-year holding periods.

Management Comments

• The reported transactions reflect the standard operation of Intercontinental Exchange's executive compensation program, specifically the vesting of performance-based equity awards tied to company performance metrics.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures of insider transactions, providing transparency into executive compensation and ownership. The vesting of performance-based awards, such as TSR PSUs, is a common practice in the financial services industry, aligning executive incentives with shareholder returns and long-term company performance. This filing indicates the successful achievement of specific performance targets by ICE.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards indicates that company performance targets were met, potentially reinforcing confidence in management's ability to deliver value.
• Employees: The existence of an Employee Stock Purchase Plan (ESPP) and various equity awards demonstrates a commitment to broad-based employee ownership and incentive programs.

Next Steps

• Determination and reporting of 2024 TSR PSUs and 2024 EBITDA PSUs in February 2027.
• Determination and reporting of 2025 TSR PSUs and 2025 EBITDA PSUs in February 2028.
• Determination of Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to additional vesting and holding conditions.

Key Dates

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Transaction, Stock Vesting, Restricted Stock Units, Performance Stock Units, Executive Compensation, Shareholder Return, Employee Stock Purchase Plan