ICE (NYSE: ICE) President Jackson logs tax-withholding share disposition in Form 4 filing

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. President Benjamin Jackson reported a tax-withholding share disposition tied to equity compensation. On February 12, 2026, 3,876 shares of ICE common stock were withheld at $151.99 per share to cover the issuer’s tax obligations on vested performance-based restricted stock units.

The transaction relates to a 25,864-share performance-based RSU grant from February 3, 2023, which vested based on 2023 EBITDA targets and over a three-year schedule. The third and final tranche vested on February 12, 2026, with 8,622 shares issued and part of that amount used for tax withholding. After this transaction, Jackson directly beneficially owned 171,324 common shares and equity units, including 144,531 shares of common stock, 17,204 unvested RSUs, and 9,589 performance-based RSUs with satisfied performance conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jackson Benjamin

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,876	$151.99	$589K

Holdings After Transaction: Common Stock — 171,324 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 25,864 shares, 8,622 were issued on February 12, 2026, of which 3,876 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 144,531 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 9,589 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

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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^*

Jackson Benjamin

(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

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		3,876(1)	D	$151.99	171,324(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 25,864 shares, 8,622 were issued on February 12, 2026, of which 3,876 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 144,531 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 9,589 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).
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FAQ

What insider transaction did ICE President Benjamin Jackson report on this Form 4?

Benjamin Jackson reported a tax-withholding disposition of 3,876 shares of Intercontinental Exchange common stock. These shares were withheld on February 12, 2026 at $151.99 per share to satisfy the company’s tax withholding obligations on recently vested performance-based restricted stock units.

Was Benjamin Jackson’s ICE Form 4 transaction an open-market stock sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were automatically withheld by Intercontinental Exchange to cover tax obligations arising from vesting performance-based restricted stock units, a common administrative feature of equity compensation plans.

How many ICE shares were tied to Benjamin Jackson’s vested performance-based RSUs?

The award covered 25,864 performance-based restricted stock units granted February 3, 2023. The final tranche vested February 12, 2026, when 8,622 shares were issued and 3,876 of those issued shares were withheld to satisfy Intercontinental Exchange’s tax withholding requirements.

What performance conditions applied to Benjamin Jackson’s ICE performance-based RSUs?

The performance-based restricted stock units vested based on 2023 EBITDA versus pre-established targets. After meeting these targets, the RSUs vested over three years, with one-third vesting on February 12 of 2024, 2025, and 2026, culminating in the final tranche issuance and tax withholding.

How many ICE securities does Benjamin Jackson beneficially own after this transaction?

Following the reported transaction, Benjamin Jackson beneficially owns 171,324 securities tied to Intercontinental Exchange. This aggregate includes 144,531 shares of common stock, 17,204 unvested restricted stock units, and 9,589 performance-based restricted stock units for which the performance conditions have already been satisfied.

How do Benjamin Jackson’s ICE RSUs and PSUs vest over time?

The unvested restricted stock units and satisfied-performance PSUs vest over a three-year period. For these ICE awards, 33.33% of the units vest each year, creating a staggered schedule that aligns ongoing vesting with continued service and specified performance measurement periods.