Form 4: Intercontinental Exchange COO Sells Shares Under 10b5-1 Plan

Sentiment:

SEC Form 4


Stuart Glen Williams, COO of Intercontinental Exchange, Inc., sold 750 shares of common stock at $152.99 per share on December 18, 2024, under a pre-arranged Rule 10b5-1 trading plan.

Summary

  • On December 18, 2024, Stuart Glen Williams, the Chief Operating Officer of Intercontinental Exchange, Inc. (ICE), sold 750 shares of common stock at a price of $152.99 per share.
  • The transaction was executed under a Rule 10b5-1 trading plan, which was approved and became effective on June 10, 2024.
  • Following the transaction, Williams directly owns 12,780 shares, including 4,384 shares of common stock, 1,694 unvested restricted stock units (RSUs), and 6,702 unvested performance-based restricted stock units (PSUs).
  • The RSUs and PSUs vest over a three-year period, with 33.33% vesting each year.
  • 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 2022, 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 2025, 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.

Sentiment

Score: 5

Explanation: The document is a standard SEC Form 4 filing, indicating a routine stock sale by an executive under a pre-arranged trading plan. It doesn't inherently convey positive or negative sentiment.

Future Outlook

The number of shares to be issued pursuant to the PSUs and RSUs will be determined in February 2025, February 2026, February 2027, December 2026, December 2027 and December 2028.

Industry Context

Sales by corporate officers are a normal part of corporate governance. Sales under a 10b5-1 plan are not unusual and are pre-arranged to avoid any accusations of insider trading.

Key Dates

DateDescription
June 10, 2024Date the Rule 10b5-1 trading plan was approved and became effective.
December 18, 2024Date of the stock sale transaction.
December 20, 2024Date of the signature of the Attorney-in-fact.
February 2025Date when the satisfaction of the 2024 PSUs tied to EBITDA will be determined.
February 2025Date when the satisfaction of the 2022 total shareholder return performance based restricted stock units will be determined.
February 2026Date when the satisfaction of the 2023 total shareholder return performance based restricted stock units will be determined.
February 2027Date when the satisfaction of the 2024 total shareholder return performance based restricted stock units will be determined.
December 2026Date when the satisfaction of the performance based restricted stock units granted as Deal Incentive Awards will be determined.
December 2027Date when the satisfaction of the performance based restricted stock units granted as Deal Incentive Awards will be determined.
December 2028Date when the satisfaction of the performance based restricted stock units granted as Deal Incentive Awards will be determined.

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