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

Intercontinental Exchange's Global Head of Clearing & CRO, Elizabeth Kathryn King, reported the acquisition of shares from vested performance units and subsequent tax-related dispositions.

Summary

• Elizabeth Kathryn King, Global Head of Clearing & CRO at Intercontinental Exchange, Inc. (ICE), reported transactions related to her beneficial ownership.
• On February 3, 2026, King acquired 9,362 shares of ICE common stock due to 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 ICE'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, 3,760 shares of common stock underlying the vested TSR PSUs were disposed of to cover tax withholding obligations, at a price of $173.18 per share.
• Following these transactions, King beneficially owns 22,160 shares, which comprise 13,266 shares of common stock, 3,141 unvested restricted stock units (RSUs), and 5,753 performance-based restricted stock units (PSUs) with satisfied performance periods.
• The 25,920 shares beneficially owned prior to these transactions included 83 shares and 68 shares acquired under the Employee Stock Purchase Plan on June 30, 2025, and December 31, 2025, respectively.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates the successful vesting of performance-based equity awards, suggesting the company met its performance targets and aligning executive interests with shareholders. The tax-related sale is a routine event.

Positives

• The vesting of 9,362 TSR PSUs indicates that performance targets related to total shareholder return were met for the period ending December 31, 2025.
• The executive continues to hold a significant number of shares and unvested units, aligning her interests with long-term shareholder value.

Negatives

• A portion of the vested shares (3,760 units) was sold to cover tax obligations, which is a common practice but reduces the executive's direct shareholding.

Future Outlook

The satisfaction and corresponding share issuance for 2024 and 2025 Total Shareholder Return (TSR) Performance Stock Units (PSUs) and Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) PSUs are anticipated to be determined and reported in February 2027 and February 2028, respectively.

Industry Context

StockSavvy.ai notes that executive compensation tied to performance-based restricted stock units (PSUs) is a common practice in the financial services industry, aligning executive incentives with shareholder returns and operational metrics like EBITDA. The vesting of these units suggests that Intercontinental Exchange met its performance targets relative to the S&P 500 for the specified period.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards suggests the company met its performance targets, which is generally positive for shareholder confidence.
• Employees (specifically the reporting person): The executive received a significant equity award, reflecting compensation for performance and continued alignment with company success.

Next Steps

• Determination and reporting of 2024 TSR PSUs and EBITDA PSUs vesting in February 2027.
• Determination and reporting of 2025 TSR PSUs and EBITDA PSUs vesting in February 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of performance-based restricted stock units and subsequent tax-related share dispositions. While the vesting indicates successful achievement of performance targets, it does not provide new fundamental information about Intercontinental Exchange's operational performance or strategic direction that would warrant a change in investment recommendation. It's a standard insider transaction that confirms executive alignment but doesn't alter the investment thesis.

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, PSUs, TSR, Executive Compensation, Stock Vesting, Elizabeth Kathryn King