Intercontinental Exchange (ICE) CTO reports RSU grant and tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. reported insider equity activity by Chief Technology Officer Mayur Kapani. On February 10, 2026, 668 shares of common stock were disposed of to satisfy tax withholding obligations tied to previously granted restricted stock units, at a value of $169.48 per share.

On the same date, Kapani acquired 5,915 shares of common stock for no cash cost through a new award of restricted stock units that vest over three years, with one-third vesting on each anniversary of the grant date. Following these transactions, he directly held an aggregate of 77,472 common stock and equity units, consisting of 60,129 shares of common stock, 8,907 unvested restricted stock units and 8,436 performance-based restricted stock units that vest over a three-year period.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kapani Mayur

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	668	$169.48	$113K
Grant/Award	Common Stock	5,915	$0.00	--

Holdings After Transaction: Common Stock — 71,557 shares (Direct)

Footnotes (1)

Represents shares of restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 4,487 shares, 1,495 shares were issued on February 10, 2026, of which 668 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,992 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. Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date). The common stock number referred in Table I is an aggregate number and represents 60,129 shares of common stock and 8,907 unvested restricted stock units ("RSUs"), and 8,436 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 →

02/12/2026 - 04:34 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
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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^*

Kapani Mayur

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		668⁽¹⁾	D	$169.48	71,557	D
Common Stock	02/10/2026		A		5,915⁽²⁾	A	$0	77,472⁽³⁾⁽⁴⁾⁽⁵⁾	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 restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 4,487 shares, 1,495 shares were issued on February 10, 2026, of which 668 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,992 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.

2. Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date).

3. The common stock number referred in Table I is an aggregate number and represents 60,129 shares of common stock and 8,907 unvested restricted stock units ("RSUs"), and 8,436 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.

4. 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.

5. 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	02/12/2026
	** 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ICE CTO Mayur Kapani report on February 10, 2026?

On February 10, 2026, ICE Chief Technology Officer Mayur Kapani had 668 shares withheld to cover tax obligations and received 5,915 shares through a restricted stock unit award. Both transactions involved Intercontinental Exchange common stock held in direct ownership.

How many Intercontinental Exchange (ICE) shares does Mayur Kapani hold after the reported Form 4 transactions?

After the reported transactions, Mayur Kapani directly holds an aggregate of 77,472 equity interests. This includes 60,129 shares of common stock, 8,907 unvested restricted stock units and 8,436 performance-based restricted stock units, as disclosed in the footnotes to the filing.

What are the vesting terms of Mayur Kapani’s February 10, 2026 restricted stock unit award at ICE?

The February 10, 2026 award to Mayur Kapani consists of 5,915 restricted stock units. These units vest over three years, with one-third of the award vesting on each anniversary of the February 10, 2026 grant date, subject to continued service and plan terms.

Why were 668 Intercontinental Exchange shares disposed of in Mayur Kapani’s Form 4?

The 668 shares were withheld to satisfy Intercontinental Exchange’s tax withholding obligation when previously granted restricted stock units vested. This tax-withholding disposition reduced the number of newly issued shares delivered but did not represent an open-market sale by Mayur Kapani.

What earlier restricted stock unit grant to Mayur Kapani is referenced in the ICE Form 4 footnotes?

Footnotes describe restricted stock units issued on February 10, 2025 that vest one-third on February 10 of 2026, 2027 and 2028. Of 4,487 related shares, 1,495 were issued on February 10, 2026, with 668 withheld for taxes and the remaining shares scheduled for future vesting.

How do performance-based RSUs and PSUs factor into Mayur Kapani’s ICE equity holdings?

Kapani’s aggregate 77,472 equity interests include 8,436 performance-based restricted stock units, with performance periods already satisfied, and additional performance-based awards. Satisfaction and resulting share issuance for TSR and EBITDA PSUs, and Deal Incentive Awards, will be determined and reported at future vesting dates.