Intercontinental Exchange, Inc. — Director's Dealing 2025

Feb 21, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2025-02-18

Reporting Person: Jackson Benjamin (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-18	Common Stock	S	4019	$165.9443	Disposed	163940	Direct
2025-02-18	Common Stock	S	3881	$166.7977	Disposed	160059	Direct
2025-02-18	Common Stock	A	14383	—	Acquired	174442	Direct
2025-02-18	Common Stock	F	2164	$166.71	Disposed	172278	Direct
2025-02-20	Common Stock	S	10829	$166.3969	Disposed	161449	Direct
2025-02-20	Common Stock	S	6275	$167.015	Disposed	155174	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of August 14, 2024.

F2: The price range for the aggregate amount sold by the direct holder is $165.57 - $166.50. 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 $166.59 - $166.84. 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: Represents shares of performance based restricted stock units granted to the filing person on February 12, 2024. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2024 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 15, 2025, 1/3 on February 15, 2026 and 1/3 on February 15, 2027). Of the 14,383 shares, 4,794 were issued on February 18, 2025, of which 2,164 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 9,589 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.

F5: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F6: The price range for the aggregate amount sold by the direct holder is $165.88 - $166.87. 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 $166.88 - $167.26. 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: The common stock number referred in Table I is an aggregate number and represents 127,539 shares of common stock, 9,424 unvested restricted stock units ("RSUs"), and 18,211 unvested performance based restricted stock units ("PSUs"), 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.

F9: The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 three-year EBITDA PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, 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.