ICE (NYSE: ICE) CFO Gardiner sells 2,490 shares in planned trade

Rhea-AI Filing Summary

Intercontinental Exchange, Inc.’s Chief Financial Officer, Warren Gardiner, reported an open-market sale of 2,490 shares of common stock at $154.00 per share on February 19, 2026. After this sale, he directly owned 27,679 shares.

The sale was made under a pre-approved Rule 10b5-1 trading plan that became effective as of June 9, 2025. Footnotes explain that his reported common stock holdings include a mix of outstanding shares plus unvested restricted stock units and performance-based restricted stock units that vest over multiple years.

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).

X

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^*

Gardiner Warren

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		S		2,490(1)	D	$154	27,679(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. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 9, 2025.

2. The common stock number referred in Table I is an aggregate number and represents 15,404 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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	02/23/2026
	** 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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FAQ

What insider transaction did ICE CFO Warren Gardiner report on this Form 4?

Warren Gardiner, Chief Financial Officer of Intercontinental Exchange (ICE), reported an open-market sale of 2,490 shares of ICE common stock. The transaction was coded as a sale and involved non-derivative common stock, as disclosed in the Form 4 insider filing.

How many ICE shares did the CFO sell and at what price per share?

The CFO sold 2,490 shares of Intercontinental Exchange common stock at a reported price of $154.00 per share. This was a single non-derivative transaction, identified as an open-market or private sale under transaction code “S” in the Form 4 data.

How many Intercontinental Exchange shares does the CFO hold after this sale?

Following the reported transaction, Warren Gardiner directly owned 27,679 shares of ICE common stock. Footnotes explain that the total in Table I is an aggregate figure that also reflects unvested restricted stock units and performance-based restricted stock units in his overall reported common stock number.

Was the ICE CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. The filing states the transaction was executed pursuant to a Rule 10b5-1 trading plan that was approved and became effective as of June 9, 2025. Such plans pre-schedule trades, helping insiders manage transactions independently of subsequent material nonpublic information.

What do the footnotes say about the ICE CFO’s RSUs and PSUs?

Footnotes explain that the aggregate common stock figure includes 10,117 unvested restricted stock units and 2,158 performance-based restricted stock units. These units generally vest over three years, with about one-third vesting each year, and certain performance-based awards settling in future years when performance is determined.

When will ICE performance-based awards referenced in the Form 4 be determined?

The filing notes that satisfaction of 2024–2026 TSR and EBITDA performance-based restricted stock units will be determined in February 2027, February 2028, and February 2029. Deal Incentive Award performance-based units are evaluated in December 2026, December 2027, and December 2028, subject to additional vesting and holding conditions.