NYSE Group chief (NYSE: ICE) logs stock grant and tax withholding

Rhea-AI Filing Summary

Intercontinental Exchange executive Martin Lynn C, President of NYSE Group, reported several stock transactions dated February 10, 2026. He made a bona fide gift of 368 shares of ICE common stock to a philanthropic organization and had 993 shares withheld at $169.48 per share to cover tax obligations on previously granted restricted stock units.

On the same date he received an award of 5,915 restricted stock units, which vest in three equal annual installments starting one year after the grant. Following these transactions, he directly beneficially owned 72,056 shares, an aggregate figure that includes common stock, unvested RSUs, and performance-based RSUs whose future payouts depend on multi‑year performance and vesting 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)
02/10/2026

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		G		368(1)	D	$0	67,134	D
Common Stock	02/10/2026		F		993(2)	D	$169.48	66,141	D
Common Stock	02/10/2026		A		5,915(3)	A	$0	72,056(4)(5)(6)	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 involved a gift of 368 shares of the issuer's common stock by the reporting person to a philanthropic organization.

2. 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 5,834 shares, 1,944 shares were issued on February 10, 2026, of which 993 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,890 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.

3. 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).

4. The common stock number referred in Table I is an aggregate number and represents 50,750 shares of common stock and 9,805 unvested restricted stock units ("RSUs"), and 11,501 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.

5. 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.

6. 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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FAQ

What insider transactions did ICE executive Martin Lynn report on February 10, 2026?

Martin Lynn reported three ICE common stock transactions on February 10, 2026: a bona fide gift of 368 shares, 993 shares withheld at $169.48 to cover tax obligations, and an acquisition of 5,915 restricted stock units vesting over three years.

How many Intercontinental Exchange (ICE) shares does Martin Lynn own after these Form 4 transactions?

After the reported transactions, Martin Lynn directly beneficially owned 72,056 ICE shares. This aggregate includes 50,750 common shares, 9,805 unvested restricted stock units, and 11,501 performance-based restricted stock units whose payout depends on multi-year performance and vesting schedules.

What is the vesting schedule for Martin Lynn’s 5,915 ICE restricted stock units granted in 2026?

The 5,915 restricted stock units granted to Martin Lynn on February 10, 2026 vest over three years. One-third of the award vests on each anniversary of the grant date, subject to continued service and the company’s standard equity award terms.

Why were 993 ICE shares withheld in Martin Lynn’s February 2026 Form 4 filing?

The 993 ICE shares were withheld at $169.48 per share to satisfy the issuer’s tax withholding obligation on vesting restricted stock units originally granted on February 10, 2025. This is a non-open-market tax withholding transaction rather than a discretionary sale.

What does Martin Lynn’s ICE Form 4 say about his performance-based RSUs and PSUs?

The Form 4 notes that his aggregate holdings include performance-based restricted stock units and performance stock units. Their final share payouts will be determined in 2027, 2028, and 2029 based on total shareholder return and EBITDA performance metrics, then reported when they vest.