Form 4: ICE Executive Sells Shares Under 10b5-1 Plan

Intercontinental Exchange SVP Douglas Foley sold 1,600 shares of common stock for $163.2 per share under a pre-arranged 10b5-1 trading plan.

Summary

• Douglas Foley, SVP, HR & Administration at Intercontinental Exchange, Inc. (ICE), reported a sale of 1,600 shares of common stock.
• The transaction occurred on December 12, 2025, at a price of $163.2 per share.
• The sale was executed pursuant to a Rule 10b5-1 trading plan, which was approved and became effective on November 22, 2024.
• Following this transaction, Mr. Foley beneficially owns an aggregate of 24,196 shares of common stock.
• This aggregate includes 19,047 shares of common stock, 1,795 unvested restricted stock units (RSUs), and 3,354 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 sentiment is neutral. The sale is a routine transaction under a pre-arranged 10b5-1 plan, indicating a non-discretionary sale rather than a reaction to new information. The executive retains a significant beneficial ownership, including unvested units.

Positives

• The transaction was conducted under a Rule 10b5-1 trading plan, which demonstrates pre-planned, non-discretionary selling and helps mitigate concerns about insider trading.

Negatives

• An insider sale, even under a 10b5-1 plan, reduces the executive's direct equity stake in the company, which can sometimes be perceived as a slight negative by investors.

Risks

• Uncertainty regarding the final number of shares to be issued from performance-based restricted stock units (PSUs) due to future performance metrics (Total Shareholder Return and EBITDA) and time-based vesting conditions, with determinations scheduled through February 2028.
• The satisfaction of Deal Incentive Awards PSUs and the corresponding number of shares to be issued will not be determined until December 2026, December 2027, and December 2028, and are subject to additional time-based vesting conditions and a subsequent one-year holding period.

Future Outlook

The future outlook for the reporting person's equity holdings includes the vesting of 1,795 unvested restricted stock units (RSUs) and 3,354 unvested performance-based restricted stock units (PSUs) over a three-year period, with 33.33% vesting annually. The final number of shares for certain PSUs tied to Total Shareholder Return (TSR) and EBITDA performance will be determined between February 2026 and February 2028. Additionally, Deal Incentive Awards PSUs will be determined between December 2026 and December 2028, subject to time-based vesting and a subsequent one-year holding period.

Industry Context

This Form 4 filing is a routine disclosure of an insider stock transaction and does not provide broader industry context or trends. It reflects an individual executive's equity management within the financial exchange and data services sector.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in an executive's direct equity stake, but the sale is pre-planned and routine, minimizing concerns about management's confidence in the company.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Determination of shares to be issued for 2023, 2024, and 2025 three-year Total Shareholder Return (TSR) PSUs in February 2026, February 2027, and February 2028, respectively.
• Determination of shares to be issued for 2024 and 2025 three-year EBITDA PSUs in February 2027 and February 2028, respectively.
• Determination of shares to be issued for Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a one-year holding period.

Key Dates

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Equity, Restricted Stock Units, Performance Stock Units, Douglas Foley