[Form 4] Intercontinental Exchange, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Intercontinental Exchange executive Martin Lynn C reported a tax-withholding share disposition related to equity awards. On February 12, 2026, 2,690 shares of common stock were withheld at $151.99 per share to cover tax obligations tied to performance-based restricted stock units that vested that day.

These units were part of a February 3, 2023 grant tied to 2023 EBITDA performance and vest over three years. After this transaction, Martin Lynn C beneficially owned 69,366 shares in total, including common stock, unvested restricted stock units, and performance-based units with satisfied performance conditions.

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)
02/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		F		2,690(1)	D	$151.99	69,366(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 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 15,805 shares, 5,269 were issued on February 12, 2026, of which 2,690 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 53,329 shares of common stock and 9,805 unvested restricted stock units ("RSUs"), and 6,232 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).
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FAQ

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

Martin Lynn C reported a tax-withholding share disposition. On February 12, 2026, 2,690 Intercontinental Exchange common shares were withheld at $151.99 each to satisfy the issuer’s tax withholding obligation arising from vesting performance-based restricted stock units.

Was the ICE Form 4 transaction a market sale or tax withholding event?

The reported transaction was a tax-withholding event, not an open-market sale. Code F indicates shares were used to pay tax liabilities when equity awards vested, rather than voluntarily sold into the market by the executive.

How many Intercontinental Exchange shares does Martin Lynn C own after this filing?

After the transaction, Martin Lynn C beneficially owned 69,366 ICE-related shares. This aggregate includes 53,329 common shares, 9,805 unvested restricted stock units, and 6,232 performance-based units for which performance conditions have already been satisfied.

What equity award triggered the tax-withholding shares for ICE’s Martin Lynn C?

The withholding arose from performance-based restricted stock units granted on February 3, 2023. These awards depend on 2023 EBITDA performance versus pre-set targets and vest in three equal annual installments through February 12, 2026.

How many shares vested and were issued to Martin Lynn C on February 12, 2026?

On February 12, 2026, 5,269 shares from the performance-based restricted stock unit grant were issued. Of these, 2,690 shares were withheld to cover tax obligations, and the remaining shares were delivered to the executive following vesting.

How do ICE restricted stock units and performance units vest for Martin Lynn C?

The RSUs and PSUs referenced vest over three years, with 33.33% of the units vesting annually. Some PSUs depend on EBITDA or total shareholder return performance, with final share amounts determined and reported at future vesting dates.