ICE (ICE) executive logs tax-withholding share move tied to PSU vesting

Q: What insider transaction did ICE executive Christopher Scott Edmonds report?

Christopher Scott Edmonds reported a tax-withholding disposition of 1,963 Intercontinental Exchange (ICE) common shares. The shares were withheld on February 12, 2026 at $151.99 per share to satisfy tax obligations arising from vesting performance-based restricted stock units granted in 2023.

Q: Was the ICE Form 4 transaction a market sale of shares by Edmonds?

The Form 4 shows a tax-withholding disposition, not an open-market sale . ICE withheld 1,963 shares at $151.99 per share to cover taxes due on vested performance-based restricted stock units, a common administrative mechanism rather than a discretionary share sale by the executive.

Q: How many ICE equity instruments does Christopher Scott Edmonds own after the reported transaction?

Following the transaction, Edmonds beneficially owned 26,662 ICE-related equity instruments . This aggregate includes 12,661 shares of common stock, 9,206 unvested restricted stock units, and 4,795 performance-based restricted stock units for which performance conditions have been satisfied, all subject to scheduled vesting terms.

Q: What future ICE performance awards for Edmonds depend on TSR and EBITDA results?

ICE discloses that Edmonds holds TSR and three-year EBITDA performance stock units for 2024, 2025, and 2026. The satisfaction of these awards, and resulting share issuance, will be determined in February 2027, February 2028, and February 2029, with details to be reported at vesting.

Q: How do Edmonds’ ICE RSUs and PSUs vest over time?

Edmonds’ unvested restricted stock units (RSUs) and performance stock units (PSUs) generally vest over a three-year period. ICE states that 33.33% of these units vest each year, creating a staggered schedule that links ongoing service and, for PSUs, achievement of specified performance conditions.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange executive Christopher Scott Edmonds reported a tax-related share disposition tied to equity awards. On February 12, 2026, 1,963 shares of ICE common stock were withheld at $151.99 per share to cover tax obligations arising from vesting performance-based restricted stock units granted in 2023.

After this tax-withholding disposition, Edmonds directly beneficially owned 26,662 ICE-related equity instruments, combining common shares, unvested restricted stock units, and performance-based restricted stock units that vest over multiple years based on time and performance conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Edmonds Christopher Scott

Role President, Fixed Income & Data

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,963	$151.99	$298K

Holdings After Transaction: Common Stock — 26,662 shares (Direct)

Footnotes (1)

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 12,931 shares, 4,312 were issued on February 12, 2026, of which 1,963 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 12,661 shares of common stock and 9,206 unvested restricted stock units ("RSUs"), and 4,795 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, 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 04:30 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Edmonds Christopher Scott

(Last)

(First)

(Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA

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, Fixed Income & Data

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2026		F		1,963⁽¹⁾	D	$151.99	26,662⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 12,931 shares, 4,312 were issued on February 12, 2026, of which 1,963 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.

2. The common stock number referred in Table I is an aggregate number and represents 12,661 shares of common stock and 9,206 unvested restricted stock units ("RSUs"), and 4,795 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	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ICE executive Christopher Scott Edmonds report?

Christopher Scott Edmonds reported a tax-withholding disposition of 1,963 Intercontinental Exchange (ICE) common shares. The shares were withheld on February 12, 2026 at $151.99 per share to satisfy tax obligations arising from vesting performance-based restricted stock units granted in 2023.

Was the ICE Form 4 transaction a market sale of shares by Edmonds?

The Form 4 shows a tax-withholding disposition, not an open-market sale. ICE withheld 1,963 shares at $151.99 per share to cover taxes due on vested performance-based restricted stock units, a common administrative mechanism rather than a discretionary share sale by the executive.

How many ICE equity instruments does Christopher Scott Edmonds own after the reported transaction?

Following the transaction, Edmonds beneficially owned 26,662 ICE-related equity instruments. This aggregate includes 12,661 shares of common stock, 9,206 unvested restricted stock units, and 4,795 performance-based restricted stock units for which performance conditions have been satisfied, all subject to scheduled vesting terms.

What vesting conditions apply to Edmonds’ 2023 ICE performance-based restricted stock units?

The 2023 performance-based restricted stock units were tied to 2023 EBITDA performance versus pre-set targets. They vest over three years, with one-third vesting on February 12 of 2024, 2025, and 2026. The February 12, 2026 tranche triggered the tax-withholding disposition reported on the Form 4.

What future ICE performance awards for Edmonds depend on TSR and EBITDA results?

ICE discloses that Edmonds holds TSR and three-year EBITDA performance stock units for 2024, 2025, and 2026. The satisfaction of these awards, and resulting share issuance, will be determined in February 2027, February 2028, and February 2029, with details to be reported at vesting.

How do Edmonds’ ICE RSUs and PSUs vest over time?

Edmonds’ unvested restricted stock units (RSUs) and performance stock units (PSUs) generally vest over a three-year period. ICE states that 33.33% of these units vest each year, creating a staggered schedule that links ongoing service and, for PSUs, achievement of specified performance conditions.