ICE (NYSE: ICE) CAO receives PSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Intercontinental Exchange Chief Accounting Officer James W. Namkung reported equity compensation activity. On February 3, 2026, he received 3,744 shares of common stock at $0 upon vesting of three-year total shareholder return performance-based restricted stock units granted in 2023.

To cover tax withholding on this vesting, 1,170 shares were withheld at $173.18 per share. After these transactions, he beneficially owned 15,945 ICE shares, including common stock plus unvested restricted stock units and performance-based units that generally vest over a three-year period.

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^*

Namkung James W

(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 Accounting 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		3,744(1)	A	$0	17,115(2)	D
Common Stock	02/03/2026		F		1,170(3)	D	$173.18	15,945(4)(5)(6)	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. Amount of securities beneficially owned includes 83 and 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025 and December 31, 2025, respectively.

3. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

4. The common stock number referred in Table I is an aggregate number and represents 12,298 shares of common stock and 1,346 unvested restricted stock units ("RSUs"), and 2,301 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.

5. 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.

6. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did ICE Form 4 report for James W. Namkung?

The filing shows PSU vesting and tax withholding. James W. Namkung received 3,744 Intercontinental Exchange shares from vested TSR PSUs and had 1,170 shares withheld to satisfy tax obligations, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many ICE shares did James W. Namkung receive and at what price?

He received 3,744 ICE common shares at $0 per share. These shares were issued upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023, with payout tied to ICE’s relative performance versus the S&P 500.

How were taxes handled on James W. Namkung’s vested ICE TSR PSUs?

Taxes were covered by share withholding. The filing reports 1,170 ICE shares were withheld at $173.18 per share to satisfy Intercontinental Exchange’s tax withholding obligations associated with the vesting of the performance-based restricted stock units.

How many ICE shares does James W. Namkung beneficially own after these transactions?

He beneficially owns 15,945 ICE shares after the transactions. This aggregate figure includes 12,298 shares of common stock, 1,346 unvested restricted stock units, and 2,301 performance-based restricted stock units with satisfied performance periods that vest over three years.

What types of stock awards are included in James W. Namkung’s ICE holdings?

His holdings include common stock, RSUs, and PSUs. The aggregate 15,945 ICE shares reflect common stock, unvested restricted stock units, and performance-based restricted stock units, including awards whose performance conditions are met but which continue vesting over a three-year schedule.

When will future ICE TSR and EBITDA PSUs for James W. Namkung be determined?

Future PSU outcomes will be set in 2027 and 2028. The satisfaction and share payouts for 2024 and 2025 TSR PSUs and EBITDA PSUs will be determined in February 2027 and February 2028 and reported at vesting, according to the disclosed award terms.