Form 4: Intercontinental Exchange General Counsel Sells Shares Under 10b5-1 Plan

Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc., sold 341 shares of common stock at $131.74 per share on April 26, 2024, under a pre-arranged trading plan.

Summary

• On April 26, 2024, Andrew J. Surdykowski, the General Counsel of Intercontinental Exchange, Inc. (ICE), sold 341 shares of common stock.
• The sale was executed at a price of $131.74 per share.
• The transaction was conducted under a Rule 10b5-1 trading plan, which was approved and became effective on December 5, 2023.
• Following the transaction, Surdykowski beneficially owns 48,713 shares of ICE common stock, including 41,535 shares of common stock and 7,178 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The vesting of these PSUs occurs over a three-year period, with 33.33% vesting each year.
• 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 2022, 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 2025, 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: 5

Explanation: The document is a standard regulatory filing detailing a routine stock sale under a pre-arranged trading plan. It doesn't contain any information that would significantly impact investor sentiment positively or negatively.

Future Outlook

The vesting of performance-based restricted stock units (PSUs) is contingent on future performance metrics (EBITDA and total shareholder return) and will be determined and reported at various dates in the future, extending to December 2028.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity. It provides transparency into the transactions of company executives and their holdings in the company's stock. The use of a 10b5-1 trading plan is a common practice to avoid accusations of trading on inside information.

Comparison to Industry Standards

• Form 4 filings are standard practice for publicly traded companies and their executives.
• The use of Rule 10b5-1 trading plans is a common and accepted method for insiders to sell shares without raising concerns about insider trading.
• Comparable companies such as Nasdaq, CME Group, and London Stock Exchange Group also have executives who utilize 10b5-1 plans for stock transactions.

Key Dates