Intercontinental Exchange, Inc. — Director's Dealing 2024

Apr 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2024-04-03

Reporting Person: Sprecher Jeffrey C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-03	Common Stock	M	58388	$50.01	Acquired	1238283	Direct
2024-04-03	Common Stock	S	55276	$137.1771	Disposed	1183007	Direct
2024-04-03	Common Stock	S	3112	$137.8271	Disposed	1179895	Direct
2024-04-03	Common Stock	S	104224	$137.1782	Disposed	2667481	Indirect
2024-04-03	Common Stock	S	5776	$137.8224	Disposed	2661705	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-03	Employee Stock Option (right to buy) Holding	$50.01	M	58388	Disposed	2026-01-14	Common Stock (58388)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	81570	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of August 7, 2023.

F2: The price range for the aggregate amount sold by the direct holder is $136.72 - $137.71. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F3: The price range for the aggregate amount sold by the direct holder is $137.72 - $138.04. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F4: The common stock number referred in Table I is an aggregate number and represents 1,110,990 shares of common stock and 68,905 unvested performance based restricted stock units for which the performance period has been satisfied. These performance based restricted stock units vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2024 performance based restricted units 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.

F5: 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.

F6: The price range for the aggregate amount sold by the direct holder is $136.71 - $137.69. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F7: The price range for the aggregate amount sold by the direct holder is $137.71 - $138.09. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F8: As previously reported, the reporting person also indirectly owns 2,661,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F9: As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F10: These options are fully vested.