Form 4: Intercontinental Exchange CEO Jeffrey Sprecher Reports Share Transactions Following Vesting of Performance-Based Restricted Stock Units

Intercontinental Exchange CEO Jeffrey Sprecher reports acquisition and disposal of shares related to vesting of performance-based restricted stock units and tax obligations.

Summary

• On February 4, 2025, Intercontinental Exchange, Inc. CEO Jeffrey Sprecher acquired 47,317 shares of common stock due to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• The payout for these TSR PSUs was based on the company's stock price performance relative to the S&P 500 from January 1, 2022, through December 31, 2024.
• Sprecher also disposed of 21,407 shares to satisfy tax withholding obligations at a price of $160.39 per share.
• Following these transactions, Sprecher directly owns 1,173,994 shares of common stock, which includes 1,105,089 shares of common stock and 68,905 unvested performance based restricted stock units (PSUs).
• He also indirectly owns 2,401,705 shares through CPEX and 81,570 shares beneficially owned by his spouse.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document primarily reports routine transactions related to executive compensation. The vesting of shares is a positive sign, but the subsequent sale for tax obligations is a neutral event.

Positives

• The vesting of TSR PSUs indicates that performance targets related to shareholder return were met.

Negatives

• The disposal of shares to cover tax obligations resulted in a decrease in Sprecher's direct holdings.

Future Outlook

The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.

Stakeholder Impact

• The transactions provide transparency to shareholders regarding executive compensation and ownership.

Next Steps

• The satisfaction of the 2024 PSUs tied to earnings before interest, taxes, depreciation, and amortization, ('EBITDA') and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2025 and will be reported at the time of vesting.
• The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting.
• The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period.

Key Dates