Intercontinental Exchange (NYSE: ICE) CTO reports RSU tax share withholding

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. Chief Technology Officer Mayur Kapani reported a tax-withholding share disposition related to equity compensation. On February 12, 2026, 1,709 shares of ICE common stock were withheld at $151.99 per share to satisfy tax obligations arising from vested performance-based restricted stock units granted in 2023.

The vesting award totaled 11,494 shares, with 3,832 shares issued on that date as the third and final tranche of the grant. After this transaction, Kapani directly beneficially owned 75,763 common-share equivalents, including vested shares and unvested RSUs and PSUs subject to ongoing time-based vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kapani Mayur

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,709	$151.99	$260K

Holdings After Transaction: Common Stock — 75,763 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 11,494 shares, 3,832 were issued on February 12, 2026, of which 1,709 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 62,252 shares of common stock and 8,907 unvested restricted stock units ("RSUs"), and 4,604 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^*

Kapani Mayur

(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 Technology Officer

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		1,709(1)	D	$151.99	75,763(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 11,494 shares, 3,832 were issued on February 12, 2026, of which 1,709 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 62,252 shares of common stock and 8,907 unvested restricted stock units ("RSUs"), and 4,604 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.
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FAQ

What insider transaction did ICE CTO Mayur Kapani report on this Form 4?

Kapani reported a tax-withholding disposition of 1,709 ICE common shares. The shares were withheld by the company at $151.99 per share to cover tax obligations triggered by vesting performance-based restricted stock units granted in February 2023.

Was Mayur Kapani buying or selling Intercontinental Exchange (ICE) shares?

The filing shows a tax-withholding disposition, not an open-market sale or purchase. Shares were withheld to pay taxes on vested performance-based restricted stock units, which is a common administrative step in equity compensation, rather than a discretionary trade.

How many ICE shares were involved in the February 12, 2026 vesting event?

A total of 3,832 shares from a 2023 performance-based restricted stock unit grant were issued on February 12, 2026. Of these, 1,709 shares were withheld to satisfy tax obligations, with the remaining shares delivered to the executive.

How many Intercontinental Exchange shares does Kapani report owning after the transaction?

After the reported transaction, Kapani beneficially owned 75,763 common-share equivalents directly. This aggregate figure includes 62,252 common shares plus 8,907 unvested restricted stock units and 4,604 performance-based restricted stock units with satisfied performance conditions, all subject to vesting schedules.

What performance conditions were tied to Kapani’s 2023 ICE performance stock units?

The 2023 performance-based restricted stock units depended on 2023 EBITDA versus pre-set targets. The award vests over three years, with one-third vesting each February from 2024 through 2026. The February 2026 issuance represents the third and final tranche from that grant.

What future ICE PSU awards for Kapani are referenced in the Form 4 footnotes?

The footnotes reference TSR and three-year EBITDA performance-based stock units for 2024–2026 cycles. The number of shares to be issued will be determined in February 2027, February 2028 and February 2029, with results reported when each award vests.