Form 4: Intercontinental Exchange Executive Elizabeth King Sells Shares Under 10b5-1 Trading Plan

Elizabeth King, Global Head of Clearing & CRO at Intercontinental Exchange, Inc., executed sales of common stock and exercised stock options on May 19, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On May 19, 2025, Elizabeth King, Global Head of Clearing & CRO at Intercontinental Exchange, Inc. (ICE), engaged in transactions involving ICE's common stock.
• King exercised stock options to acquire 10,930 shares at a price of $92.63 per share and simultaneously sold 9,738 shares at an average price of $175.0207 and 7,030 shares at an average price of $176.0819.
• These transactions were executed under a pre-arranged Rule 10b5-1 trading plan, which was approved and became effective on February 15, 2025.
• Following these transactions, King directly owns 23,437 shares of common stock and 16,407 shares of common stock, which includes 7,513 shares of common stock, 3,141 unvested restricted stock units (RSUs), and 5,753 unvested performance-based restricted stock units (PSUs).
• 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 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.

Sentiment

Score: 6

Explanation: Neutral sentiment. The transactions are part of a pre-planned trading strategy, mitigating concerns about insider information. However, any executive sale can create slight uncertainty.

Positives

• The executive's transactions are being conducted under a pre-arranged 10b5-1 trading plan, suggesting transparency and a lack of insider information influencing the trades.

Negatives

• The sale of shares by a high-ranking executive could be perceived negatively by some investors, although the 10b5-1 plan mitigates this concern.

Risks

• While the 10b5-1 plan provides a framework, significant sales by executives could still create short-term price volatility.
• Future vesting of RSUs and PSUs is contingent on performance metrics (TSR and EBITDA), which introduces uncertainty regarding the final number of shares to be issued.

Future Outlook

The number of shares to be issued pursuant to the 2023, 2024 and 2025 three-year total shareholder return PSUs and the 2024 and 2025 three-year EBITDA PSUs will be determined in February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting.

Industry Context

Executive stock transactions are a common occurrence in publicly traded companies, often governed by pre-arranged trading plans to avoid insider trading concerns. Monitoring these transactions provides insights into executive sentiment and potential future stock performance.

Comparison to Industry Standards

• Similar to executives at Nasdaq and CME Group, ICE executives often utilize 10b5-1 trading plans for predictable stock sales.
• The vesting schedules for RSUs and PSUs are typical within the financial exchange industry, aligning executive compensation with long-term company performance.

Stakeholder Impact

• The stock sales could have a minor short-term impact on shareholders due to potential price fluctuations.
• The vesting of RSUs and PSUs incentivizes the executive to focus on long-term company performance, aligning her interests with those of shareholders.

Next Steps

• The satisfaction of performance-based stock units (PSUs) will be determined and reported at the time of vesting in February 2026, February 2027, and February 2028.

Key Dates

Keywords

Intercontinental Exchange, ICE, Elizabeth King, stock options, Rule 10b5-1, trading plan, executive compensation, Form 4, insider trading, RSU, PSU