Form 4: Intercontinental Exchange COO Stuart Glen Williams Reports Stock Transactions Following RSU Vesting

Stuart Glen Williams, COO of Intercontinental Exchange, reports the withholding of shares to cover tax obligations following the vesting of performance-based restricted stock units (RSUs).

Summary

• On February 12, 2025, Stuart Glen Williams, the Chief Operating Officer of Intercontinental Exchange, Inc. (ICE), had 1,286 shares of common stock withheld to satisfy tax obligations related to the vesting of performance-based restricted stock units (RSUs).
• These RSUs were granted on February 3, 2023, and their vesting was contingent upon the achievement of certain 2023 EBITDA performance targets.
• The RSUs vest over three years, with one-third vesting each year on February 12 (2024, 2025, and 2026).
• On February 13, 2025, 438 shares were withheld to satisfy tax obligations related to the vesting of performance-based restricted stock units (RSUs) granted on February 4, 2022.
• These RSUs were granted on February 4, 2022, and their vesting was contingent upon the achievement of certain 2022 EBITDA performance targets.
• The RSUs vest over three years, with one-third vesting each year on February 13 (2023, 2024, and 2025).
• Following these transactions, Williams beneficially owns 16,791 shares of ICE common stock.
• This total includes 8,632 shares of common stock, 5,284 unvested restricted stock units (RSUs), and 2,875 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing detailing stock transactions related to executive compensation. It doesn't contain any particularly positive or negative news, but reflects the ongoing operation of the company's compensation plans.

Future Outlook

The satisfaction of future performance-based restricted stock units (PSUs) and the corresponding number of shares to be issued will be determined in February 2026, February 2027, and February 2028 and will be reported at the time of vesting.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. It reflects the vesting of previously granted equity awards based on performance criteria.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies like Intercontinental Exchange (ICE) to align executive interests with shareholder value.
• Companies such as Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity-based compensation plans.
• The vesting schedules and performance metrics (like EBITDA) are typical components of these plans, designed to incentivize long-term growth and profitability.
• The tax withholding process is a standard procedure when equity awards vest, ensuring compliance with tax regulations.

Stakeholder Impact

• The vesting of RSUs and PSUs impacts shareholders by potentially diluting ownership, but also incentivizes management to improve company performance.
• Employees, particularly executives, are directly impacted through their compensation packages.
• The company's financial statements are affected by the accounting treatment of equity-based compensation.

Next Steps

• Future vesting of RSUs and PSUs will be determined and reported in subsequent years (February 2026, February 2027, and February 2028).

Key Dates

Keywords

Intercontinental Exchange, ICE, Stuart Glen Williams, Form 4, Beneficial Ownership, Restricted Stock Units, RSU, Performance Based Units, EBITDA, Tax Withholding