ICE (NYSE: ICE) CFO nets 26,555 shares after PSU vesting and tax withholding

Rhea-AI Filing Summary

Intercontinental Exchange Chief Financial Officer Warren Gardiner reported equity compensation activity tied to performance-based awards. On February 3, 2026, he acquired 10,921 shares of common stock at $0 upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023.

On the same date, 4,900 shares of common stock were withheld at a price of $173.18 to cover tax withholding obligations on the vested awards, leaving 26,555 shares beneficially owned directly. This aggregate includes common stock plus unvested restricted stock units and performance-based restricted stock units that vest over a three-year schedule.

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^*

Gardiner Warren

(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 Financial Officer

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		10,921(1)	A	$0	31,455	D
Common Stock	02/03/2026		F		4,900(2)	D	$173.18	26,555(3)(4)(5)	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. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

3. The common stock number referred in Table I is an aggregate number and represents 13,951 shares of common stock and 4,936 unvested restricted stock units ("RSUs"), and 7,668 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 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.

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.

	/s/ Octavia N. Spencer, Attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider share transactions did ICE CFO Warren Gardiner report?

Warren Gardiner reported equity transactions linked to performance awards. On February 3, 2026, he acquired 10,921 Intercontinental Exchange common shares at $0 from vesting TSR PSUs, and 4,900 shares were withheld at $173.18 to satisfy tax withholding obligations, leaving 26,555 shares beneficially owned directly.

How many Intercontinental Exchange (ICE) shares does the CFO own after this Form 4?

Following the reported transactions, Warren Gardiner beneficially owns 26,555 ICE shares directly. This aggregate reflects common stock plus unvested restricted stock units and performance-based restricted stock units, with vesting generally occurring over three years as 33.33% of the units vest each year under the award terms.

What are TSR PSUs referenced in the ICE CFO’s Form 4?

The TSR PSUs are performance-based restricted stock units granted February 3, 2023, that vested based on total shareholder return. Their payout was determined using Intercontinental Exchange’s stock price through December 31, 2025 and its total shareholder return from January 1, 2023 to December 31, 2025 relative to the S&P 500.

Why were 4,900 ICE shares withheld in Warren Gardiner’s transaction?

The 4,900 Intercontinental Exchange shares were withheld to cover tax withholding obligations on vested TSR PSUs. Instead of paying taxes in cash, a portion of the vested shares was retained by the issuer at $173.18 per share, reducing the net shares delivered to the CFO.

How are ICE restricted stock units and PSUs scheduled to vest for the CFO?

The aggregate common stock figure in Table I includes unvested restricted stock units and performance-based restricted stock units. These RSUs and PSUs generally vest over a three-year period, with 33.33% of the units vesting each year, subject to satisfaction of applicable performance and time-based vesting conditions.

When will future ICE performance-based awards for the CFO be determined and reported?

Future TSR and EBITDA PSU awards for 2024 and 2025, and Deal Incentive Award PSUs, will be determined between December 2026 and February 2028. The corresponding share issuances and vesting outcomes will be reported at the time of vesting, following satisfaction of performance and additional time-based conditions.