Form 4: Intercontinental Exchange Executive Mayur Kapani Reports Stock Transactions Following RSU Vesting

Mayur Kapani, Chief Technology Officer of Intercontinental Exchange, reports acquisition and disposal of common stock related to performance-based restricted stock units (RSUs) vesting.

Summary

• On February 18, 2025, Mayur Kapani, Chief Technology Officer of Intercontinental Exchange, Inc. (ICE), reported transactions involving the company's common stock.
• Kapani acquired 6,904 shares of common stock related to performance-based restricted stock units (RSUs) granted on February 12, 2024, at a price of $0.
• The vesting of these shares was contingent upon achieving certain 2024 EBITDA performance targets.
• These RSUs vest over three years, with 1/3 vesting on February 15 of 2025, 2026, and 2027.
• 1,030 shares were withheld to cover the Issuer's tax obligations at a price of $166.71.
• Following these transactions, Kapani beneficially owns 78,524 shares of ICE common stock.
• This total includes 65,601 shares of common stock, 4,487 unvested restricted stock units (RSUs), and 8,436 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 RSUs suggests the company met its EBITDA targets, which is a positive indicator. The transactions themselves are routine and expected.

Positives

• The vesting of performance-based restricted stock units indicates that the company likely met its 2024 EBITDA performance targets.

Future Outlook

The satisfaction of performance-based restricted stock units and the corresponding number of shares to be issued will be determined and reported at the time of vesting in future years.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. It reflects the company's performance-based compensation strategy.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded companies, especially in the technology and financial sectors, to align executive interests with shareholder value.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity-based compensation plans for their executives.
• The vesting schedules and performance metrics (like EBITDA and total shareholder return) are typical components of these plans.

Stakeholder Impact

• The vesting of RSUs and PSUs aligns management's interests with those of shareholders, incentivizing them to improve company performance.
• The tax withholding obligation impacts the number of shares received by the reporting person.

Next Steps

• Future vesting of remaining restricted stock units will occur on February 15, 2026, and February 15, 2027.
• The satisfaction of performance conditions for other PSUs will be determined in February 2027 and February 2028.

Key Dates