4//SEC Filing
Gardiner Warren 4
Accession 0000950170-25-021540
CIK 0001571949other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 5:39 PM ET
Size
9.7 KB
Accession
0000950170-25-021540
Insider Transaction Report
Form 4
Gardiner Warren
Chief Financial Officer
Transactions
- Tax Payment
Common Stock
2025-02-12$166.94/sh−1,511$252,246→ 21,849 total - Tax Payment
Common Stock
2025-02-13$166.56/sh−537$89,443→ 21,312 total
Footnotes (5)
- [F1]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 10,057 shares, 3,352 were issued on February 12, 2025, of which 1,511 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,353 shares are scheduled to be issued on February 12, 2026 and taxes for this future issuance will be withheld and reported at the time the shares are issued.
- [F2]Represents shares of performance based restricted stock units granted to the filing person on February 4, 2022. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2022 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 13, 2023, 1/3 on February 13, 2024 and 1/3 on February 13, 2025). Of the 3,571 shares, 1,191 were issued on February 13, 2025, of which 537 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.
- [F3]The common stock number referred in Table I is an aggregate number and represents 13,023 shares of common stock, 4,936 unvested restricted stock units ("RSUs"), and 3,353 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 one-year 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.
- [F4]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.
- [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.
Documents
Issuer
Intercontinental Exchange, Inc.
CIK 0001571949
Entity typeother
Related Parties
1- filerCIK 0001855007
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 5:39 PM ET
- Size
- 9.7 KB