Form 4: Intercontinental Exchange Executive Benjamin Jackson Reports Stock Transactions Following RSU Vesting

Benjamin Jackson, President 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, Benjamin Jackson, President of Intercontinental Exchange, had 3,893 common stock shares withheld at a price of $166.94 to cover tax obligations related to vested 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).
• An additional 1,613 shares were withheld on February 13, 2025, at a price of $166.56 to satisfy tax obligations related to RSUs granted on February 4, 2022, which also vested based on 2022 EBITDA performance.
• These RSUs also vest over three years, with one-third vesting each year on February 13 (2023, 2024, and 2025).
• Following these transactions, Jackson beneficially owns 167,959 shares of common stock, which includes 149,913 shares of common stock, 9,424 unvested restricted stock units (RSUs), and 8,622 unvested performance based restricted stock units (PSUs) for which the performance period has been satisfied.
• The satisfaction of certain 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: This is a neutral disclosure of stock transactions related to executive compensation. It doesn't contain any information that would significantly impact investor sentiment positively or negatively.

Future Outlook

The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return 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 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.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common among publicly traded companies. It reflects the standard practice of using equity-based compensation, such as RSUs and PSUs, to incentivize and retain key personnel, aligning their interests with those of the shareholders.

Comparison to Industry Standards

• The use of EBITDA targets for vesting performance-based equity awards is a common practice among companies in the financial services industry, including competitors like Nasdaq and CME Group.
• These companies often use a mix of financial metrics, such as revenue growth, profitability, and total shareholder return, to determine the vesting of performance-based equity awards.
• The three-year vesting period for the RSUs and PSUs is also consistent with industry standards, as it encourages long-term commitment and alignment with the company's strategic goals.

Stakeholder Impact

• The transactions have a minimal direct impact on stakeholders, as they primarily involve the internal transfer of shares related to executive compensation.
• Shareholders may view the equity-based compensation as a positive incentive for management to drive long-term value creation.

Key Dates