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

Elizabeth Kathryn King, Global Head of Clearing & CRO at Intercontinental Exchange, reports acquisition and disposal of common stock related to performance-based restricted stock units (PSUs) and tax obligations.

Summary

• On February 4, 2025, Elizabeth Kathryn King, Global Head of Clearing & CRO at Intercontinental Exchange, reported transactions involving Intercontinental Exchange, Inc. (ICE) common stock.
• These transactions include the acquisition of 5,677 shares 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.
• Additionally, 2,275 shares were disposed of to satisfy tax withholding obligations related to the vested TSR PSUs at a price of $160.39.
• King also reported owning 91 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2024.
• Following these transactions, King beneficially owns an aggregate of 17,109 shares of common stock, including 9,931 shares of common stock and 7,178 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• 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.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and performance-based incentives, suggesting a positive alignment of management interests with shareholder value. The vesting of PSUs indicates that performance targets were met, which is a positive signal.

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 standard, slightly reduces King's direct stake in the company.

Risks

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

Future Outlook

The satisfaction of future PSUs is contingent on meeting performance targets related to EBITDA and total shareholder return in subsequent years (2023 and 2024), with vesting and reporting to occur in February 2026 and February 2027, respectively.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies like Intercontinental Exchange. It reflects the company's use of equity-based compensation to align executive interests with shareholder value.

Comparison to Industry Standards

• Equity compensation, including PSUs and stock options, is a standard practice among publicly traded companies, particularly in the financial services sector.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize similar compensation structures to incentivize executives.
• The vesting schedules and performance metrics (TSR, EBITDA) are typical benchmarks used to align executive compensation with company performance and shareholder returns.

Stakeholder Impact

• The vesting of PSUs and subsequent transactions may have a minor impact on shareholders due to the dilution effect of new shares being issued.
• Employees participating in the Employee Stock Purchase Plan benefit from the opportunity to acquire company stock.

Next Steps

• 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.

Key Dates