Intercontinental Exchange (NYSE: ICE) president details PSU vesting and tax withholding

Rhea-AI Filing Summary

Intercontinental Exchange officer Martin Lynn C, President of NYSE Group, reported equity compensation activity in the form of vested performance share units and related tax withholding. On February 3, 2026, he received 17,164 shares of common stock at $0, issued upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023.

On the same date, 8,763 shares of common stock were withheld at $173.18 per share to satisfy the company’s tax withholding obligations tied to the vesting. After these transactions, he directly beneficially owned 67,502 common shares and equity awards, which include common stock, unvested restricted stock units, and performance-based restricted stock units that vest over three-year schedules.

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)
02/03/2026

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	02/03/2026		A		17,164(1)	A	$0	76,265(2)	D
Common Stock	02/03/2026		F		8,763(3)	D	$173.18	67,502(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. Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on February 3, 2023. The payout for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2025 and was based on the total shareholder return from January 1, 2023 through December 31, 2025 relative to the S&P 500.

2. Amount of securities beneficially owned includes 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.

3. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

4. The common stock number referred in Table I is an aggregate number and represents 50,167 shares of common stock and 5,834 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 and 2025 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 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 and February 2028, 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	02/05/2026
	** 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 did ICE officer Martin Lynn C report in this Form 4 filing?

He reported equity compensation activity, not an open-market sale. 17,164 Intercontinental Exchange common shares were issued from vested performance-based stock units, while 8,763 shares were withheld to cover tax obligations related to that vesting, leaving him with 67,502 directly held shares and awards.

How many ICE shares did Martin Lynn C receive from vested TSR PSUs?

He received 17,164 Intercontinental Exchange common shares from vesting of three-year total shareholder return performance-based restricted stock units. These TSR PSUs were granted on February 3, 2023 and paid out based on stock performance and relative total shareholder return through December 31, 2025.

Were any of the ICE shares in this Form 4 sold on the open market?

No open-market sale is shown. The 8,763 Intercontinental Exchange shares with transaction code “F” represent shares withheld at $173.18 each to satisfy the issuer’s tax withholding obligations tied to vested performance units, rather than discretionary sales for cash on the market.

What is Martin Lynn C’s ICE share and award position after these transactions?

After the reported transactions, he beneficially owned 67,502 Intercontinental Exchange-related units directly. This aggregate includes 50,167 shares of common stock, 5,834 unvested restricted stock units, and 11,501 performance-based restricted stock units whose performance conditions have been satisfied but continue to vest over three years.

How were the ICE TSR performance share payouts determined for this vesting?

The payout for the total shareholder return performance-based restricted stock units was determined using the issuer’s stock price through December 31, 2025 and the total shareholder return from January 1, 2023 to December 31, 2025, measured relative to the S&P 500 index’s performance over that same period.

What future ICE performance-based stock awards for Martin Lynn C remain to be determined?

Future outcomes remain pending for 2024 and 2025 TSR performance units and three-year EBITDA performance units, as well as Deal Incentive Award PSUs. Their satisfaction and share issuance will be determined between December 2026 and February 2028 and reported when vesting and related conditions are finalized.