Form 4: Intercontinental Exchange Executive James Namkung Reports Stock Transactions Following PSU Vesting

James Namkung, Chief Accounting Officer of Intercontinental Exchange, reports acquisition and disposal of company stock related to performance-based restricted stock units (PSUs) and tax obligations.

Summary

• On February 4, 2025, James Namkung, Chief Accounting Officer of Intercontinental Exchange, reported transactions involving Intercontinental Exchange, Inc. (ICE) common stock.
• Namkung acquired 2,270 shares of common stock related to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• The payout for the TSR PSUs was determined based on ICE's stock price through December 31, 2024, and was based on the total shareholder return from January 1, 2022, through December 31, 2024, relative to the S&P 500.
• He also disposed of 676 shares to satisfy tax withholding obligations at a price of $160.39 per share.
• Following these transactions, Namkung beneficially owns 18,350 shares of ICE common stock, which includes 15,479 shares of common stock and 2,871 unvested performance based restricted stock units (PSUs), for which the performance period has been satisfied.
• The amount of securities beneficially owned includes 91 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2024.
• The satisfaction of the 2024 PSUs tied to earnings before interest, taxes, depreciation, and amortization, ('EBITDA') and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2025 and will be reported at the time of vesting.
• The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting.
• The satisfaction of the 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: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of PSUs suggests that performance targets were met, which is a positive indicator. The tax-related disposal is a normal occurrence.

Positives

• The vesting of TSR PSUs indicates that performance targets related to shareholder return were met, which is a positive signal.

Negatives

• The disposal of shares to cover tax obligations, while normal, slightly reduces the officer's stake in the company.

Risks

• Future vesting of PSUs is contingent on meeting performance targets related to EBITDA and total shareholder return, introducing uncertainty.

Future Outlook

Future vesting of PSUs is dependent on meeting performance targets related to EBITDA and total shareholder return over specified periods.

Industry Context

Executive stock transactions are a common occurrence in publicly traded companies, often tied to compensation plans and performance metrics. This filing provides insight into the alignment of management's interests with shareholder value.

Comparison to Industry Standards

• Executive compensation packages including PSUs are standard practice among large, publicly traded companies like Intercontinental Exchange.
• The vesting schedules and performance metrics (TSR relative to S&P 500, EBITDA) are typical benchmarks used to incentivize and reward executive performance.
• Similar companies such as Nasdaq, CME Group, and London Stock Exchange Group also utilize equity-based compensation plans with performance-based vesting.

Stakeholder Impact

• The vesting of PSUs aligns management's interests with shareholder value, potentially benefiting shareholders.
• The transactions have a minimal direct impact on employees, customers, suppliers, or creditors.

Next Steps

• Future reporting of PSU vesting and related transactions will occur as performance periods are satisfied and vesting conditions are met.

Key Dates