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

The disposition was tied to performance-based restricted stock units granted on February 3, 2023. These awards vested over three years, contingent on 2023 EBITDA performance versus pre-established targets, with the final one-third tranche vesting on February 12, 2026 and generating shares for which taxes were withheld.

ICE (ICE) SVP Foley logs tax-withholding share disposition from PSU vesting

Q: What insider transaction did ICE executive Douglas Foley report on this Form 4?

Douglas Foley reported a tax-withholding disposition of 643 shares of Intercontinental Exchange common stock. The shares were withheld by the company at $151.99 per share to cover tax obligations arising from the vesting of performance-based restricted stock units granted in 2023.

Q: Was the ICE (ICE) insider transaction an open-market sale of shares?

No, the transaction was a tax-withholding disposition , not an open-market sale. Shares were withheld by Intercontinental Exchange to satisfy tax liabilities when performance-based restricted stock units vested, which is a common administrative mechanism rather than a discretionary buy-or-sell decision by the executive.

Q: How many ICE shares did Douglas Foley beneficially own after the reported transaction?

After the transaction, Douglas Foley beneficially owned 28,291 ICE-related securities. This aggregate includes 22,902 shares of common stock, 3,472 unvested restricted stock units, and 1,917 performance-based restricted stock units whose performance conditions have been satisfied, subject to their time-based vesting schedules.

Q: How do ICE restricted stock units and performance units vest for Douglas Foley?

Foley’s RSUs and PSUs generally vest over three years, with 33.33% of units vesting each year. Some performance-based units depend on earnings before interest, taxes, depreciation, and amortization (EBITDA) or total shareholder return performance, with final share issuance determined and reported at future vesting dates.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. executive Douglas Foley reported a tax-withholding share disposition related to vesting equity awards. On February 12, 2026, 643 shares of ICE common stock were disposed of at $151.99 per share to satisfy the company’s tax withholding obligation tied to performance-based restricted stock units.

These units were granted on February 3, 2023 and vested over three years based on 2023 EBITDA performance versus pre-set targets, with the final one-third tranche vesting on February 12, 2026. Of 4,309 shares from this award, 1,437 shares were issued on that date. After the reported transaction, Foley beneficially owned 28,291 ICE-related securities, consisting of 22,902 shares of common stock, 3,472 unvested restricted stock units, and 1,917 performance-based restricted stock units for which the performance period has been satisfied.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Foley Douglas

Role SVP, HR & Administration

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	643	$151.99	$98K

Holdings After Transaction: Common Stock — 28,291 shares (Direct)

Footnotes (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 4,309 shares, 1,437 were issued on February 12, 2026, of which 643 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 22,902 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 1,917 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 →

02/17/2026 - 04:30 PM

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^*

Foley Douglas

(Last)

(First)

(Middle)

5660 NEW NORTHSIDE DRIVE

(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)
	SVP, HR & Administration

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	02/12/2026		F		643⁽¹⁾	D	$151.99	28,291⁽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)
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 4,309 shares, 1,437 were issued on February 12, 2026, of which 643 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 22,902 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 1,917 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.
* 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

FAQ

What insider transaction did ICE executive Douglas Foley report on this Form 4?

Douglas Foley reported a tax-withholding disposition of 643 shares of Intercontinental Exchange common stock. The shares were withheld by the company at $151.99 per share to cover tax obligations arising from the vesting of performance-based restricted stock units granted in 2023.

Was the ICE (ICE) insider transaction an open-market sale of shares?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by Intercontinental Exchange to satisfy tax liabilities when performance-based restricted stock units vested, which is a common administrative mechanism rather than a discretionary buy-or-sell decision by the executive.

How many ICE shares did Douglas Foley beneficially own after the reported transaction?

After the transaction, Douglas Foley beneficially owned 28,291 ICE-related securities. This aggregate includes 22,902 shares of common stock, 3,472 unvested restricted stock units, and 1,917 performance-based restricted stock units whose performance conditions have been satisfied, subject to their time-based vesting schedules.

How many shares from the 2023 performance-based award vested for the ICE executive in 2026?

From the 2023 performance-based restricted stock unit award, 1,437 shares were issued on February 12, 2026. Of those, 643 shares were withheld to cover the issuer’s tax withholding obligation, while the remaining shares were delivered to the executive as part of the final vesting tranche.

How do ICE restricted stock units and performance units vest for Douglas Foley?

Foley’s RSUs and PSUs generally vest over three years, with 33.33% of units vesting each year. Some performance-based units depend on earnings before interest, taxes, depreciation, and amortization (EBITDA) or total shareholder return performance, with final share issuance determined and reported at future vesting dates.