Intercontinental Exchange, Inc. — Director's Dealing 2024

Feb 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2024-02-12

Reporting Person: Jackson Benjamin (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-13	Common Stock	M	27970	$41.59	Acquired	161587	Direct
2024-02-13	Common Stock	M	1995	$50.01	Acquired	163582	Direct
2024-02-13	Common Stock	M	2875	$57.31	Acquired	166457	Direct
2024-02-13	Common Stock	S	10338	$134.379	Disposed	156119	Direct
2024-02-13	Common Stock	S	3647	$134.881	Disposed	152472	Direct
2024-02-13	Common Stock	S	6182	$134.8342	Disposed	146290	Direct
2024-02-13	Common Stock	S	7803	$135.0722	Disposed	138487	Direct
2024-02-12	Common Stock	A	25864	—	Acquired	164351	Direct
2024-02-12	Common Stock	F	3902	$135.46	Disposed	160449	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-13	Employee Stock Option (right to buy) Holding	$41.59	M	27970	Disposed	2025-01-20	Common Stock (27970)	Direct
2024-02-13	Employee Stock Option (right to buy) Holding	$50.01	M	1995	Disposed	2026-01-14	Common Stock (1995)	Direct
2024-02-13	Employee Stock Option (right to buy) Holding	$57.31	M	2875	Disposed	2027-01-18	Common Stock (2875)	Direct
2024-02-12	Employee Stock Option (right to buy) Holding	$135.46	A	26622	Acquired	2034-02-12	Common Stock (26622)	Direct

Footnotes

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

F2: The price range for the aggregate amount sold by the direct holder is $133.72 - $134.69. 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.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 10, 2023.

F4: The price range for the aggregate amount sold by the direct holder is $134.72 - $135.17. 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.

F5: The price range for the aggregate amount sold by the direct holder is $134.04 - $135.03. 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.

F6: The price range for the aggregate amount sold by the direct holder is $135.04 - $135.18. 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: Represents shares of performance based restricted stock units granted to the filing person on February 3, 2023. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 12, 2024, 1/3 on February 12, 2025 and 1/3 on February 12, 2026). Of the 25,864 shares, 8,621 were issued on February 12, 2024, of which 3,902 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 17,243 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.

F8: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F9: The common stock number referred in Table I is an aggregate number and represents 129,932 shares of common stock and 30,517 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.

F10: 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.

F11: These options are fully vested.

F12: These options vest in accordance with the following schedule: 33.33% of the options vest on February 12, 2025, 33.33% of the options vest on February 12, 2026 and 33.33% of the options vest on February 12, 2027.