ICE (NYSE: ICE) COO reports tax-withholding disposition of company shares

Rhea-AI Filing Summary

Intercontinental Exchange, Inc.’s Chief Operating Officer, Stuart Glen Williams, reported a tax-withholding share disposition related to vesting performance-based restricted stock units. On February 12, 2026, 1,281 shares of common stock were withheld at $151.99 per share to satisfy the issuer’s tax withholding obligation.

The footnotes explain that this came from a 2023 performance-based award under which 2,875 shares vested on that date, representing the third and final tranche of an 8,621-share grant tied to 2023 EBITDA targets. After this transaction, Williams directly beneficially owned 25,985 ICE shares, including both common stock and various unvested RSUs and PSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williams Stuart Glen

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,281	$151.99	$195K

Holdings After Transaction: Common Stock — 25,985 shares (Direct)

Footnotes (1)

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 8,621 shares, 2,875 were issued on February 12, 2026, of which 1,281 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. The common stock number referred in Table I is an aggregate number and represents 14,798 shares of common stock and 8,309 unvested restricted stock units ("RSUs"), and 2,878 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 →

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^*

Williams Stuart Glen

(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 Operating Officer

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		1,281(1)	D	$151.99	25,985(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 8,621 shares, 2,875 were issued on February 12, 2026, of which 1,281 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 14,798 shares of common stock and 8,309 unvested restricted stock units ("RSUs"), and 2,878 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.
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FAQ

What insider transaction did ICE (ICE) report for its COO on February 12, 2026?

Intercontinental Exchange’s COO, Stuart Glen Williams, reported a tax-withholding disposition of 1,281 common shares. These shares were withheld upon vesting of performance-based restricted stock units granted in 2023, to cover the issuer’s tax withholding obligation at a price of $151.99 per share.

Was the ICE (ICE) COO’s Form 4 transaction an open-market sale?

No, the Form 4 identifies the COO’s transaction with code F as a tax-withholding disposition. Shares were withheld by the issuer to satisfy tax obligations tied to vesting performance-based restricted stock units, rather than sold in an open-market transaction to outside buyers.

How many ICE (ICE) shares does the COO own after the reported transaction?

Following the February 12, 2026 tax-withholding disposition, COO Stuart Glen Williams beneficially owned 25,985 ICE shares. This aggregate figure includes 14,798 shares of common stock plus unvested restricted stock units and performance-based restricted stock units with performance conditions already satisfied.

What award triggered the ICE (ICE) COO’s tax-withholding share disposition?

The disposition stems from performance-based restricted stock units granted on February 3, 2023. Vesting depended on 2023 EBITDA versus pre-set targets and occurs over three years. On February 12, 2026, 2,875 shares vested, with 1,281 withheld to cover the issuer’s tax withholding obligation.

Are there additional ICE (ICE) performance awards that may vest for the COO in future years?

Yes. Footnotes describe TSR and EBITDA performance share units tied to 2024, 2025, and 2026 cycles. Outcomes and corresponding share issuances will be determined in February 2027, February 2028, and February 2029, with results reported at vesting, along with certain Deal Incentive Awards through 2028.