ICE (ICE) executive uses 575 shares to cover tax on vested stock units

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. executive Elizabeth Kathryn King reported a tax-related share disposition linked to vested equity awards. On February 17, 2026, 575 shares of common stock were withheld at $152.28 per share to satisfy the company’s tax withholding obligation on performance-based restricted stock units that vested the same day. These units were part of a February 12, 2024 grant tied to 2024 EBITDA performance versus pre-set targets and vest over three years. Following this withholding event, King’s reported aggregate holding is 23,653 shares, consisting of common stock and unvested restricted and performance stock units that continue to vest over time.

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^*

King Elizabeth Kathryn

(Last) (First) (Middle)

5660 NEW NORTHSIDE DR

(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)
	Global Head of Clearing & CRO

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 Holding	02/17/2026		F		575(1)	D	$152.28	23,653(2)(3)	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 4,315 shares, 1,438 were issued on February 17, 2026, of which 575 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,440 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 16,479 shares of common stock and 5,734 unvested restricted stock units ("RSUs"), and 1,440 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.

	/s/ Octavia N. Spencer, Attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ICE executive Elizabeth Kathryn King report on this Form 4?

Elizabeth Kathryn King reported a small tax-withholding disposition of 575 Intercontinental Exchange shares. The shares were withheld by the company to cover tax obligations arising from the vesting of previously granted performance-based restricted stock units tied to 2024 EBITDA targets.

Was Elizabeth Kathryn King’s ICE stock transaction an open-market sale?

No, the transaction was not an open-market sale. The 575 ICE shares were withheld by the company to pay tax withholding due on vested performance-based restricted stock units, a routine administrative disposition rather than a discretionary stock sale by the executive.

What equity awards are involved in Elizabeth Kathryn King’s ICE Form 4 filing?

The filing involves performance-based restricted stock units granted on February 12, 2024 and other restricted stock units. These awards vest over three years, with portions vesting in 2025, 2026, and 2027, subject to earnings-based performance conditions that have been satisfied for certain units.

How many ICE shares does Elizabeth Kathryn King report owning after this transaction?

After the tax-withholding disposition, King reports an aggregate holding of 23,653 ICE shares. This figure combines 16,479 common shares with unvested restricted stock units and performance stock units that continue to vest over a three-year schedule, according to the footnote disclosure.

What performance conditions affect Elizabeth Kathryn King’s ICE stock unit awards?

Some awards are tied to 2024 EBITDA performance versus pre-established targets, while others depend on total shareholder return and multi-year EBITDA results. The exact shares issuable for 2024–2026 TSR and EBITDA performance stock units will be determined and reported at vesting between 2027 and 2029.