Intercontinental Exchange, Inc. — Director's Dealing 2023

Feb 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2023-02-16

Reporting Person: Gardiner Warren (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-16	Common Stock	F	781	$107.13	Disposed	16937	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 7, 2020. The vesting of the shares of
performance based restricted stock units was conditioned upon the achievement of certain 2020 earnings before interest, taxes, depreciation,
and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over three years (1/3 on February 16,
2021, 1/3 on February 16, 2022 and 1/3 on February 16, 2023). Of the 1,723 shares that vested, 781 shares were withheld to satisfy payment
of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.

F2: The common stock number referred in Table I is an aggregate number and represents 10,466 shares of common stock and 1,561 unvested restricted stock units ("RSUs"), and 4,910 unvested performance based restricted stock units ("PSU's"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2023 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 2024 and will be reported at the time of vesting. The satisfaction of the 2022 and 2023 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 and February 2026, respectively, and will be reported at the time of vesting.