ICE (ICE) CEO Jeffrey Sprecher logs new RSU grant and tax share withholding

Rhea-AI Filing Summary

Intercontinental Exchange CEO Jeffrey C. Sprecher reported equity compensation activity in Intercontinental Exchange, Inc. common stock. On February 10, 2026, 4,049 shares were withheld at $169.48 per share to cover tax obligations tied to previously granted restricted stock units. On the same date, he received a new award of 28,214 restricted stock units that vest in three equal annual installments.

After these transactions, he directly held 1,192,118 shares of common stock, including unvested RSUs and performance-based RSUs. He also indirectly owned 1,801,705 shares through CPEX, in which he holds 100% of the equity interest, and 81,570 shares held by his spouse, for which he disclaims beneficial ownership.

Insights

Equity compensation and governance analyst

Routine CEO equity grants and tax withholding with increased reported holdings.

The filing shows Jeffrey C. Sprecher, CEO of Intercontinental Exchange, Inc., receiving 28,214 restricted stock units that vest over three years, while 4,049 shares were withheld to satisfy tax obligations from earlier vesting. This is typical equity-based compensation structure for senior executives.

The footnotes clarify that the direct holdings figure aggregates common shares, unvested RSUs, and performance-based RSUs with three-year vesting schedules and performance tests tied to TSR and EBITDA. Additional indirect ownership arises from 1,801,705 shares held via CPEX and 81,570 shares held by his spouse, which he disclaims beneficial ownership of. These details mainly update ownership records; actual impact depends on future vesting outcomes and any subsequent transactions disclosed in later periods.

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^*

Sprecher Jeffrey 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		F		4,049(1)	D	$169.48	1,163,904	D
Common Stock	02/10/2026		A		28,214(2)	A	$0	1,192,118(3)(4)(5)	D
Common Stock								1,801,705(6)	I	CPEX
Common Stock								81,570(7)	I	By spouse

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 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 26,702 shares, 8,900 shares were issued on February 10, 2026, of which 4,049 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 17,802 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 1,089,075 shares of common stock and 46,016 unvested restricted stock units ("RSUs"), and 57,027 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.

6. As previously reported, the reporting person also indirectly owns 1,801,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

7. As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

	/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.
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FAQ

What insider transactions did ICE CEO Jeffrey C. Sprecher report on February 10, 2026?

Jeffrey C. Sprecher reported a tax-related share withholding and a new equity grant. 4,049 Intercontinental Exchange common shares were withheld at $169.48 to cover taxes, and he received 28,214 restricted stock units that vest in three equal annual installments starting one year after the grant date.

How many ICE shares does CEO Jeffrey C. Sprecher directly own after the reported Form 4 transactions?

After the reported transactions, Jeffrey C. Sprecher directly held 1,192,118 Intercontinental Exchange common shares. That aggregate figure includes common stock, unvested restricted stock units, and performance-based restricted stock units that generally vest over three years, subject to ongoing time-based and performance-based vesting conditions described in the footnotes.

What restricted stock unit awards did Jeffrey C. Sprecher report receiving from Intercontinental Exchange (ICE)?

He reported a new award of 28,214 restricted stock units granted on February 10, 2026. These units vest over three years, with one-third of the award vesting on each anniversary of the grant date, subject to the standard service and plan terms outlined in the company’s equity compensation programs.

How were taxes handled on Jeffrey C. Sprecher’s previously granted ICE restricted stock units?

When a prior 26,702-share restricted stock unit grant partially vested, 8,900 shares were issued on February 10, 2026. Of those shares, 4,049 were withheld by Intercontinental Exchange at $169.48 per share to satisfy the issuer’s tax withholding obligation related to that vesting event.

What indirect Intercontinental Exchange (ICE) shareholdings are associated with Jeffrey C. Sprecher?

He indirectly owns 1,801,705 Intercontinental Exchange shares held by CPEX, in which he beneficially owns 100% of the equity interest. Additionally, 81,570 shares are held directly by his spouse, and he disclaims beneficial ownership of those spousal holdings, as noted in the footnotes.

Do Jeffrey C. Sprecher’s performance-based ICE awards have future vesting and measurement dates?

Yes. Performance-based restricted stock units tied to total shareholder return and EBITDA for 2024, 2025, and 2026 will not have satisfaction levels determined until specified dates in 2027, 2028, and 2029. Resulting share issuances will be reported upon vesting, subject to any additional holding and time-based conditions.