| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ICE | Common Stock | Award | $0 | +42.8K | +3.62% | $0.00 | 1.23M | Feb 18, 2025 | Direct | F1 |
| transaction | ICE | Common Stock | Tax liability | -$1.08M | -6.45K | -0.53% | $166.71 | 1.22M | Feb 18, 2025 | Direct | F2, F3, F4, F5 |
| holding | ICE | Common Stock | 2.4M | Feb 18, 2025 | CPEX | F6 | |||||
| holding | ICE | Common Stock | 81.6K | Feb 18, 2025 | By spouse | F7 |
| Id | Content |
|---|---|
| F1 | 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 42,792 shares, 14,264 were issued on February 18, 2025, of which 6,450 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 28,528 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. |
| F2 | Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation. |
| F3 | The common stock number referred in Table I is an aggregate number and represents 1,135,040 shares of common stock, 26,702 unvested restricted stock units ("RSUs"), and 57,027 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. |
| 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. |
| F6 | As previously reported, the reporting person also indirectly owns 2,401,705 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. |
| F7 | 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. |