Form 4: Intercontinental Exchange President Benjamin Jackson Executes Stock Transactions Under 10b5-1 Plan

Intercontinental Exchange President Benjamin Jackson exercised stock options and sold shares under a pre-arranged 10b5-1 trading plan.

Summary

• Benjamin Jackson, President of Intercontinental Exchange, executed transactions involving the company's common stock on November 13, 2024.
• These transactions included the exercise of 11,654 employee stock options at a price of $50.01 per share and the subsequent sale of 5,527 shares at an average price of $156.0047 and 6,127 shares at an average price of $156.8264.
• The transactions were conducted under a Rule 10b5-1 trading plan that was approved and became effective on August 14, 2024.
• Following these transactions, Mr. Jackson directly owns 156,163 shares of Intercontinental Exchange common stock.
• The reported holdings also include 20,815 unvested performance-based restricted stock units, which will vest over a three-year period, with the vesting of the 2024 units dependent on the company's EBITDA performance and the 2022, 2023 and 2024 units dependent on total shareholder return, all to be determined in February of 2025, 2026 and 2027 respectively.
• Deal Incentive Awards are also included in the holdings, with vesting to be determined in December 2026, 2027 and 2028, subject to additional time-based vesting conditions and a potential one-year holding period.

Sentiment

Score: 6

Explanation: The document reflects routine transactions by an executive under a pre-arranged plan. While the sale of shares could be seen as slightly negative, the overall sentiment is neutral as it is a standard practice.

Positives

• The transactions were executed under a pre-approved 10b5-1 trading plan, which is a common practice for executives to avoid accusations of insider trading.
• The exercise of stock options indicates confidence in the company's future performance.

Negatives

• The sale of shares by a company president could be interpreted negatively by some investors, although it is part of a pre-planned strategy.

Risks

• The vesting of performance-based restricted stock units is contingent on future performance metrics, which introduces uncertainty.
• The market may react negatively to the sale of shares by a high-ranking executive, even if it is part of a pre-planned strategy.

Future Outlook

The vesting of performance-based restricted stock units is contingent on future performance metrics, specifically EBITDA and total shareholder return, to be determined in February of 2025, 2026 and 2027 respectively. Deal Incentive Awards will be determined in December 2026, 2027 and 2028.

Industry Context

This filing is a routine disclosure of stock transactions by a company executive, which is common in the financial industry. It provides transparency into the trading activities of key personnel.

Comparison to Industry Standards

• The use of a 10b5-1 trading plan is a standard practice among executives at publicly traded companies, including competitors like Nasdaq, CME Group, and London Stock Exchange Group.
• The vesting schedules for performance-based restricted stock units are also common, with metrics like EBITDA and total shareholder return frequently used in the financial sector.
• The specific vesting periods and performance targets will vary between companies, but the general structure is consistent with industry norms.

Stakeholder Impact

• Shareholders may react to the sale of shares by a company president, although it is part of a pre-planned strategy.
• The vesting of performance-based restricted stock units is tied to company performance, which impacts the value of these units for the executive.

Next Steps

• The vesting of performance-based restricted stock units will be determined in the future based on the company's performance.
• The company will report the vesting of these units at the time of vesting.

Key Dates

Keywords

Intercontinental Exchange, ICE, Benjamin Jackson, stock options, stock sale, Rule 10b5-1, insider trading, executive compensation, restricted stock units, EBITDA, total shareholder return