Form 4: Intercontinental Exchange CFO Warren Gardiner Sells Shares Under 10b5-1 Plan

Warren Gardiner, CFO of Intercontinental Exchange, Inc., sold 1,568 shares of common stock at a price of $171.0068 on February 28, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On February 28, 2025, Warren Gardiner, the Chief Financial Officer of Intercontinental Exchange, Inc. (ICE), sold 1,568 shares of ICE common stock.
• The sale was executed at a price of $171.0068 per share.
• This transaction was conducted under a pre-arranged Rule 10b5-1 trading plan that became effective on November 29, 2024.
• Following the transaction, Gardiner directly owns 25,244 shares, which includes 12,640 shares of common stock, 4,936 unvested restricted stock units (RSUs), and 7,668 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.
• The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return (TSR) PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting.
• The satisfaction of the 2024 and 2025 three-year earnings before interest, taxes, depreciation, and amortization (EBITDA) PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, 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.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing detailing a stock sale by an executive. It doesn't inherently convey positive or negative sentiment.

Future Outlook

The number of shares to be issued pursuant to PSUs will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity. It is common for executives to use Rule 10b5-1 plans to sell shares over time to avoid accusations of trading on inside information.

Stakeholder Impact

• The stock sale may have a minor impact on shareholders, but is unlikely to be significant given the relatively small number of shares sold and the pre-planned nature of the transaction.

Key Dates

Keywords

Intercontinental Exchange, ICE, Warren Gardiner, CFO, stock sale, Rule 10b5-1, insider trading, RSU, PSU, vesting