Form 4: Intercontinental Exchange Executive Lynn Martin Reports Stock Transactions Following PSU Vesting

Lynn Martin, President of NYSE Group, reports acquisition and disposal of Intercontinental Exchange (ICE) stock related to performance-based restricted stock units (PSUs) and tax obligations.

Summary

• Lynn Martin, President of NYSE Group, filed a Form 4 detailing changes in beneficial ownership of Intercontinental Exchange, Inc. (ICE) stock on February 6, 2025.
• On February 4, 2025, Martin acquired 10,409 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 these TSR PSUs was based on ICE's stock price through December 31, 2024, and the total shareholder return from January 1, 2022, through December 31, 2024, relative to the S&P 500.
• Also on February 4, 2025, 5,314 shares were withheld to cover tax obligations at a price of $160.39 per share.
• Following these transactions, Martin beneficially owns 57,376 shares of ICE common stock, which includes 44,218 shares of common stock and 13,158 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The reported amount of securities beneficially owned includes 91 shares acquired under the 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 positive. The vesting of PSUs suggests that performance targets were met, which is a positive indicator. However, the subsequent sale of shares to cover tax obligations is a neutral event.

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 5,314 shares to cover tax obligations, while a normal occurrence, represents a reduction in Martin's direct holdings of ICE stock.

Risks

• Future vesting of PSUs is contingent on meeting performance targets related to EBITDA and total shareholder return, introducing uncertainty.
• Deal Incentive Awards are subject to additional time-based vesting conditions and a potential one-year holding period, which could delay the executive's access to those shares.

Future Outlook

Future vesting of PSUs depends on the company's performance relative to EBITDA and total shareholder return targets, which will be assessed in February 2026 and February 2027. Deal Incentive Awards are also subject to future performance and time-based vesting conditions.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership. It reflects the performance-based compensation structure common in publicly traded companies like Intercontinental Exchange, aligning executive incentives with shareholder value.

Comparison to Industry Standards

• Performance-based equity compensation, such as TSR PSUs, is a common practice among large, publicly traded companies like Intercontinental Exchange.
• Companies such as Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity-based compensation plans to incentivize executives and align their interests with those of shareholders.
• The vesting schedules and performance metrics (TSR relative to S&P 500, EBITDA) are typical benchmarks used in the financial services industry for executive compensation.

Stakeholder Impact

• The vesting of PSUs and subsequent stock transactions can influence shareholder perception of management's confidence in the company.
• The performance-based compensation structure aims to align executive incentives with shareholder value, potentially benefiting shareholders.

Next Steps

• Future vesting of PSUs will be determined based on performance against EBITDA and total shareholder return targets in February 2026 and February 2027.
• The satisfaction of Deal Incentive Awards will be determined in December 2026, December 2027 and December 2028.

Key Dates