Form 4: Intercontinental Exchange Executive Elizabeth King Reports Stock Transactions

Elizabeth King, Global Head of Clearing & CRO at Intercontinental Exchange, reports acquisition and disposal of common stock holdings related to performance-based restricted stock units.

Summary

• On February 18, 2025, Elizabeth King, Global Head of Clearing & CRO at Intercontinental Exchange, reported transactions involving Intercontinental Exchange, Inc. (ICE) common stock.
• King acquired 4,315 shares of common stock at $0 related to performance-based restricted stock units (PSUs) granted on February 12, 2024, contingent on the achievement of certain 2024 EBITDA targets.
• 577 shares were withheld to cover the Issuer's tax obligations at a price of $166.71 per share.
• Following these transactions, King beneficially owns 22,245 shares of ICE common stock, which includes 13,351 shares of common stock, 3,141 unvested restricted stock units (RSUs), and 5,753 unvested performance based restricted stock units (PSUs) for which the performance period has been satisfied.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The vesting of performance-based restricted stock units suggests that the company is meeting its performance targets. The withholding of shares for tax obligations is a normal part of equity compensation.

Positives

• The acquisition of shares indicates that performance targets related to EBITDA were likely met, triggering the vesting of the performance-based restricted stock units.

Negatives

• The withholding of 577 shares to cover tax obligations reduces the net gain from the vesting of the restricted stock units.

Risks

• Future vesting of PSUs is contingent on continued performance and achievement of targets, which may be subject to market conditions and company performance.

Future Outlook

The future issuance of shares related to PSUs is contingent upon the achievement of performance targets in subsequent years, specifically related to EBITDA and total shareholder return.

Industry Context

Executive stock transactions are common and provide insight into management's perspective on the company's performance and future prospects. Vesting of performance-based equity awards often signals the achievement of key financial or strategic goals.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, including competitors of Intercontinental Exchange, such as Nasdaq, CME Group, and London Stock Exchange Group.
• The specific metrics used (EBITDA, total shareholder return) and vesting schedules vary by company but are generally aligned with long-term value creation for shareholders.
• Comparing the vesting schedules and performance metrics of ICE to its peers would provide a more comprehensive assessment of the alignment of executive compensation with company performance.

Stakeholder Impact

• The vesting of performance-based equity awards aligns management's interests with those of shareholders, incentivizing them to achieve financial targets and increase shareholder value.
• Employees who hold restricted stock units may experience a positive impact on their personal finances as the units vest and convert into shares.

Next Steps

• Future vesting of restricted stock units will occur on February 15, 2026, and February 15, 2027.
• 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.

Key Dates