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

Warren Gardiner, CFO of Intercontinental Exchange, sold 1,568 shares of common stock at $175.90 per share on May 20, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On May 20, 2025, Warren Gardiner, the Chief Financial Officer of Intercontinental Exchange, Inc. (ICE), sold 1,568 shares of common stock at a price of $175.90 per share.
• The transaction was executed under a Rule 10b5-1 trading plan that was approved and became effective on November 29, 2024.
• Following the transaction, Gardiner directly owns 23,676 shares, which includes 11,072 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 will be determined in February 2026, February 2027, and February 2028, respectively.
• 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 will be determined in February 2027 and February 2028, respectively.
• The satisfaction of the performance-based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued will be determined in 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 SEC Form 4 filing, indicating a routine stock sale by an executive. It doesn't inherently convey positive or negative sentiment.

Future Outlook

The timing and number of shares issued related to PSUs and Deal Incentive Awards will be determined in future periods based on performance and vesting conditions.

Industry Context

Sales by insiders are a common occurrence, often executed under pre-arranged trading plans like Rule 10b5-1 to avoid accusations of trading on non-public information. The market typically views these sales in the context of the executive's overall holdings and the reasons behind the sale.

Stakeholder Impact

• The sale of shares by a key executive could be perceived neutrally or slightly negatively by shareholders, depending on the context and the size of the transaction relative to the executive's total holdings.

Key Dates

Keywords

Intercontinental Exchange, ICE, Warren Gardiner, CFO, Rule 10b5-1, Stock Sale, Insider Trading, RSU, PSU, TSR, EBITDA