ICE (ICE) president reports tax-withholding disposition of 2,155 shares from RSU vesting

Rhea-AI Filing Summary

Intercontinental Exchange President Benjamin Jackson reported a tax-withholding share disposition tied to equity awards. On February 17, 2026, 2,155 shares of common stock were withheld at $152.28 per share to satisfy the issuer’s tax withholding obligation upon vesting of performance-based restricted stock units granted in February 2024.

Following this transaction, his direct holdings reported in the filing totaled 169,169 common stock-related units, comprising 147,170 shares of common stock, 17,204 unvested restricted stock units, and 4,795 performance-based restricted stock units for which the performance condition has been satisfied.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jackson Benjamin

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,155	$152.28	$328K

Holdings After Transaction: Common Stock — 169,169 shares (Direct)

Footnotes (1)

1. Represents shares of performance based restricted stock units granted to the filing person on February 12, 2024. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2024 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 15, 2025, 1/3 on February 15, 2026 and 1/3 on February 15, 2027). Of the 14,383 shares, 4,794 were issued on February 17, 2026, of which 2,155 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 4,795 shares are scheduled to be issued on February 12, 2027 and taxes for this future issuance will be withheld and reported at the time the shares are issued. The common stock number referred in Table I is an aggregate number and represents 147,170 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 4,795 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

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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)
02/17/2026

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	02/17/2026		F		2,155(1)	D	$152.28	169,169(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 12, 2024. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2024 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 15, 2025, 1/3 on February 15, 2026 and 1/3 on February 15, 2027). Of the 14,383 shares, 4,794 were issued on February 17, 2026, of which 2,155 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 4,795 shares are scheduled to be issued on February 12, 2027 and taxes for this future issuance will be withheld and reported at the time the shares are issued.

2. The common stock number referred in Table I is an aggregate number and represents 147,170 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 4,795 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	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What did ICE executive Benjamin Jackson report in this Form 4 filing?

Benjamin Jackson reported a tax-related share disposition. On February 17, 2026, 2,155 Intercontinental Exchange common shares were withheld at $152.28 per share to cover the company’s tax withholding obligation from vesting performance-based restricted stock units granted in February 2024.

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

The transaction was not an open-market sale. It was coded as an “F” transaction, meaning 2,155 ICE shares were disposed of through withholding to satisfy tax liabilities arising from vesting performance-based restricted stock units, rather than a discretionary sale into the market.

How many Intercontinental Exchange shares were involved in the tax withholding?

The filing shows 2,155 ICE common shares were disposed of through withholding. These shares were valued at $152.28 per share and were used to satisfy the issuer’s tax withholding obligation tied to the vesting of performance-based restricted stock units on February 17, 2026.

What ICE equity awards are associated with Benjamin Jackson’s reported transaction?

The transaction relates to performance-based restricted stock units granted on February 12, 2024. Their vesting depended on 2024 EBITDA versus targets and they vest over three years, with one-third vesting in each of 2025, 2026, and 2027 according to the disclosed schedule.

What are Benjamin Jackson’s ICE holdings after this Form 4 transaction?

After the transaction, Jackson’s aggregate reported holdings total 169,169 common stock-related units. This includes 147,170 ICE common shares, 17,204 unvested restricted stock units, and 4,795 performance-based restricted stock units for which performance conditions have already been satisfied.

How do the ICE performance-based and time-based units vest for Benjamin Jackson?

The filing describes RSUs and PSUs that vest over three years, with 33.33% vesting annually. Certain performance-based awards depend on metrics like EBITDA or total shareholder return, with final share amounts determined and reported at future dates such as February 2027, 2028, and 2029.