Elizabeth Kathryn King - Feb 15, 2024 Form 4 Insider Report for Intercontinental Exchange, Inc. (ICE)

Role: Global Head of Clearing & CRO
Signature: /s/ Octavia N. Spencer, Attorney-in-fact
Stock symbol: ICE
Transactions as of: Feb 15, 2024
Transactions value $: -$136,069
Form type: 4
Date filed: 2/20/2024, 04:30 PM
Previous filing: Feb 15, 2024
Next filing: Mar 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICE	Common Stock Holding	Tax liability	-$136K	-994	-4.18%	$136.89	22.8K	Feb 15, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of performance based restricted stock units granted to the filing person on February 5, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2021 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, 2022, 1/3 on February 15, 2023 and 1/3 on February 15, 2024). Of the 6,129 shares, 2,043 were issued on February 15, 2024, of which 994 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 14,826 shares of common stock and 768 unvested restricted stock units ("RSUs"), and 7,178 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. The satisfaction of the 2024 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 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.

Content

Represents shares of performance based restricted stock units granted to the filing person on February 5, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2021 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, 2022, 1/3 on February 15, 2023 and 1/3 on February 15, 2024). Of the 6,129 shares, 2,043 were issued on February 15, 2024, of which 994 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.

The common stock number referred in Table I is an aggregate number and represents 14,826 shares of common stock and 768 unvested restricted stock units ("RSUs"), and 7,178 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. The satisfaction of the 2024 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 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.