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

Stuart Glen Williams, COO of Intercontinental Exchange, Inc., sold 2,228 shares of common stock at $170 per share on March 5, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On March 5, 2025, Stuart Glen Williams, the Chief Operating Officer of Intercontinental Exchange, Inc. (ICE), sold 2,228 shares of common stock at a price of $170 per share.
• The transaction was executed under a Rule 10b5-1 trading plan that was approved and became effective on December 4, 2024.
• Following the transaction, Williams directly owns 18,235 shares of ICE common stock, which includes 7,198 shares of common stock, 5,284 unvested restricted stock units (RSUs), and 5,753 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.
• Similarly, the satisfaction of the 2024 and 2025 three-year earnings before interest, taxes, depreciation, and amortization (EBITDA) PSUs will be determined in February 2027 and February 2028, respectively.
• The satisfaction of performance-based restricted stock units granted as Deal Incentive Awards 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 regulatory filing related to an insider stock sale 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 TSR and EBITDA PSUs and Deal Incentive Awards will be determined in future periods (February and December of 2026, 2027, and 2028) and 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 utilize Rule 10b5-1 trading plans to sell shares over time to avoid accusations of trading on material non-public information. The sale represents a small percentage of the overall shares owned by the COO.

Comparison to Industry Standards

• Comparing this transaction to similar Form 4 filings of other exchange executives, the amount of shares sold is within a typical range for executives managing personal finances.
• Other exchange companies such as Nasdaq and CME Group also see regular insider transactions under 10b5-1 plans.
• The vesting schedules for RSUs and PSUs are standard practice across the financial industry to incentivize long-term performance.

Stakeholder Impact

• The stock sale may have a minor impact on shareholders due to the small volume of shares sold.
• The transaction does not directly impact employees, customers, suppliers, or creditors.

Next Steps

• The satisfaction of performance-based awards will be determined and reported in future filings as the vesting dates approach.

Key Dates

Keywords

Intercontinental Exchange, ICE, Stuart Glen Williams, Chief Operating Officer, Form 4, Rule 10b5-1, Stock Sale, Insider Trading, RSU, PSU, TSR, EBITDA