What equity award triggered the ICE tax-withholding share disposition?

The tax-withholding disposition was triggered by performance-based restricted stock units granted on February 3, 2023. These units vested over three years based on 2023 EBITDA performance, with the final tranche vesting on February 12, 2026 and shares withheld to cover taxes.

ICE Form 4 reports disposition transactions

Q: What insider transaction did ICE executive Elizabeth Kathryn King report?

Elizabeth Kathryn King reported a tax-withholding disposition of 1,155 ICE common shares on February 12, 2026. The shares were withheld by the company to cover tax obligations arising from the vesting of performance-based restricted stock units granted in February 2023.

Q: Was the ICE Form 4 transaction an open-market sale of shares?

No, the ICE Form 4 transaction was not an open-market sale. It was coded “F”, meaning shares were withheld to pay tax liabilities on vested equity awards, a common administrative process rather than a discretionary sale into the market.

Q: How many shares vested from the 2023 ICE performance-based RSU grant in February 2026?

From the 2023 performance-based RSU grant, 2,875 shares were issued on February 12, 2026. Of these, 1,155 shares were withheld to satisfy the issuer’s tax withholding obligation, and the third and final tranche of that award was thereby completed.

Q: How are ICE RSUs and PSUs held by Elizabeth Kathryn King scheduled to vest?

Her ICE RSUs and certain PSUs generally vest over three years, with 33.33% of units vesting each year. Additional TSR and EBITDA-based PSU awards for 2024–2026 will have outcomes determined in 2027–2029, with shares reported upon vesting.

King Elizabeth Kathryn reported disposition transactions in a Form 4 filing for ICE.

Accepted by SEC EDGAR 02/17/2026 - 04:30 PM EST

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Form Type

Rhea-AI Filing Summary

King Elizabeth Kathryn reported disposition transactions in a Form 4 filing for ICE. The filing lists transactions totaling 1,155 shares at a weighted average price of $151.99 per share. Following the reported transactions, holdings were 24,228 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 1,155 shares

Exercise Price or Tax Liability 1 txn

Insider King Elizabeth Kathryn

Role Global Head of Clearing & CRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock Holding	1,155	$151.99	$176K

Holdings After Transaction: Common Stock Holding — 24,228 shares (Direct)

Footnotes (3)

F1. 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 1,155 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.
F2. The common stock number referred in Table I is an aggregate number and represents 15,616 shares of common stock and 5,734 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.
F3. 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.

FAQ

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What insider transaction did ICE executive Elizabeth Kathryn King report?

Elizabeth Kathryn King reported a tax-withholding disposition of 1,155 ICE common shares on February 12, 2026. The shares were withheld by the company to cover tax obligations arising from the vesting of performance-based restricted stock units granted in February 2023.

Was the ICE Form 4 transaction an open-market sale of shares?

No, the ICE Form 4 transaction was not an open-market sale. It was coded “F”, meaning shares were withheld to pay tax liabilities on vested equity awards, a common administrative process rather than a discretionary sale into the market.

How many Intercontinental Exchange shares does Elizabeth Kathryn King hold after this transaction?

Following the reported transaction, Elizabeth Kathryn King beneficially owned 24,228 ICE shares directly. This aggregate includes common stock, unvested restricted stock units, and performance-based restricted stock units for which the applicable performance period had already been satisfied.

How many shares vested from the 2023 ICE performance-based RSU grant in February 2026?

From the 2023 performance-based RSU grant, 2,875 shares were issued on February 12, 2026. Of these, 1,155 shares were withheld to satisfy the issuer’s tax withholding obligation, and the third and final tranche of that award was thereby completed.

How are ICE RSUs and PSUs held by Elizabeth Kathryn King scheduled to vest?

Her ICE RSUs and certain PSUs generally vest over three years, with 33.33% of units vesting each year. Additional TSR and EBITDA-based PSU awards for 2024–2026 will have outcomes determined in 2027–2029, with shares reported upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
hours per response:			0.5

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^*

King Elizabeth Kathryn

(Last)

(First)

(Middle)

5660 NEW NORTHSIDE DR

(Street)

ATLANTA

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)
	Global Head of Clearing & CRO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Holding	02/12/2026		F		1,155⁽¹⁾	D	$151.99	24,228⁽²⁾⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 1,155 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 15,616 shares of common stock and 5,734 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.

	/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR