ICE (NYSE: ICE) NYSE Group president withholds 1,591 shares for tax payment

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. reported that Lynn C. Martin, President of NYSE Group, had 1,591 shares of common stock withheld on February 17, 2026 at $152.28 per share to cover tax obligations on vesting equity awards. This is a tax-withholding disposition rather than an open-market sale.

The withheld shares relate to performance-based restricted stock units granted in February 2024, of which 3,116 shares vested and were issued on February 17, 2026. After this transaction, Martin’s aggregate direct holdings total 67,775 shares, including common stock, unvested RSUs, and PSUs subject to multi-year vesting schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martin Lynn C

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, NYSE Group

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		F		1,591(1)	D	$152.28	67,775(2)(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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 9,348 shares, 3,116 were issued on February 17, 2026, of which 1,591 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,116 shares are scheduled to be issued on February 12, 2027 and taxes for this future issuance will be withheld and reported at the time the shares are issued.

2. The common stock number referred in Table I is an aggregate number and represents 54,854 shares of common stock and 9,805 unvested restricted stock units ("RSUs"), and 3,116 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.

3. The satisfaction of the 2024, 2025 and 2026 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting. The satisfaction of the 2024, 2025 and 2026 three-year earnings before interest, taxes, depreciation, and amortization ("EBITDA") PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting.

4. 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.

	/s/ Octavia N. Spencer, Attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ICE executive Lynn C. Martin report on this Form 4?

Lynn C. Martin reported a tax-withholding disposition of 1,591 shares of Intercontinental Exchange common stock on February 17, 2026. The shares were withheld by the issuer to satisfy tax obligations arising from vesting performance-based restricted stock units granted in February 2024.

Was the ICE Form 4 transaction an open-market sale of ICE stock?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where 1,591 shares were withheld by Intercontinental Exchange to cover the issuer’s tax withholding obligation on vested performance-based restricted stock units issued to Lynn C. Martin.

How many ICE shares were involved in Lynn C. Martin’s tax-withholding disposition?

The Form 4 shows 1,591 shares of Intercontinental Exchange common stock were withheld at a price of $152.28 per share. These shares came from 3,116 performance-based restricted stock units that vested and were issued to Lynn C. Martin on February 17, 2026.

What are the vesting terms of Lynn C. Martin’s performance-based restricted stock units at ICE?

The performance-based restricted stock units were granted on February 12, 2024 and vest over three years: one-third on February 15, 2025, one-third on February 15, 2026, and one-third on February 15, 2027. Vesting depends on achieving specified 2024 EBITDA performance versus pre-established targets.

How many Intercontinental Exchange securities does Lynn C. Martin hold after this Form 4 transaction?

After the reported transaction, Lynn C. Martin holds an aggregate of 67,775 Intercontinental Exchange securities. This includes 54,854 shares of common stock, 9,805 unvested restricted stock units, and 3,116 performance-based restricted stock units for which the performance period has been satisfied.

What future ICE performance-based stock awards for Lynn C. Martin remain undetermined?

Future awards tied to 2024, 2025, and 2026 total shareholder return and EBITDA performance share units remain undetermined. The number of shares issuable for these ICE awards will be set in February 2027, February 2028, and February 2029 and reported when they vest.