ICE (NYSE: ICE) CEO Sprecher trades stock via options and CPEX

Rhea-AI Filing Summary

Intercontinental Exchange CEO Jeffrey Sprecher reported a mix of option exercises, sales, and tax-related dispositions. On February 18, he exercised employee stock options for 50,766 and 1,313 shares of common stock at exercise prices of $67.00 and $76.16 per share. The same day, 129,937 common shares were sold directly and 150,000 shares were sold indirectly by entity CPEX at $154.9968 per share pursuant to open-market transactions, with sales under a Rule 10b5-1 trading plan approved May 30, 2025. On February 17, 6,459 shares were withheld to cover taxes on performance-based restricted stock units that vested, while additional indirect holdings are reported for the CEO’s spouse, for which he disclaims beneficial ownership.

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).

X

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^*

Sprecher Jeffrey C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		6,459(1)	D	$152.28	1,172,781	D
Common Stock	02/18/2026		M		50,766(2)	A	$67	1,223,547	D
Common Stock	02/18/2026		M		1,313	A	$76.16	1,224,860	D
Common Stock	02/18/2026		S		129,937(2)	D	$154.9968	1,094,923(3)(4)(5)	D
Common Stock	02/18/2026		S		150,000(2)	D	$154.9968	1,651,705(6)	I	CPEX
Common Stock								81,570(7)	I	By spouse

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
Employee Stock Option (right to buy) Holding	$67	02/18/2026		M			50,766	(8)	02/08/2028	Common Stock	50,766	$0	101,533	D
Employee Stock Option (right to buy) Holding	$76.16	02/18/2026		M			1,313	(8)	02/08/2029	Common Stock	1,313	$0	137,845	D

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 42,792 shares, 14,264 were issued on February 17, 2026, of which 6,459 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 14,264 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of May 30, 2025.

3. The common stock number referred in Table I is an aggregate number and represents 1,034,643 shares of common stock and 46,016 unvested restricted stock units ("RSUs"), and 14,264 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.

4. 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.

5. 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.

6. As previously reported, the reporting person also indirectly owns 1,651,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

7. As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

8. These options are fully vested.

	/s/ Octavia N. Spencer, Attorney-in-fact	02/19/2026
	** 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 transactions did ICE CEO Jeffrey Sprecher report?

Jeffrey Sprecher reported option exercises, stock sales, and tax withholding transactions. He exercised stock options into common shares, sold shares directly and through entity CPEX, and had shares withheld to cover taxes on vested performance-based restricted stock units.

How many Intercontinental Exchange (ICE) shares did Jeffrey Sprecher sell?

The filing shows sales of 129,937 ICE common shares held directly and 150,000 ICE common shares sold indirectly by entity CPEX. Both blocks were reported as open-market or private transactions at a price of $154.9968 per share.

Did Jeffrey Sprecher exercise stock options in this ICE Form 4 filing?

Yes. The Form 4 reports exercises of employee stock options for 50,766 and 1,313 shares of Intercontinental Exchange common stock. These options were exercised at prices of $67.00 and $76.16 per share, converting derivative holdings into directly owned common shares.

What role did the Rule 10b5-1 trading plan play in Sprecher’s ICE trades?

At least one reported transaction was effected under a Rule 10b5-1 trading plan approved and effective as of May 30, 2025. Such plans pre-schedule trades, allowing insiders to systematically sell shares according to preset instructions rather than ad hoc decisions.

How were taxes handled on Jeffrey Sprecher’s ICE performance-based stock units?

When performance-based restricted stock units vested, 6,459 ICE shares were withheld to satisfy the issuer’s tax withholding obligation. Additional shares from this award are scheduled for future issuance, with related tax withholding to be reported at the time they are issued.

What indirect Intercontinental Exchange holdings related to Jeffrey Sprecher are disclosed?

The filing notes indirect ownership of ICE shares through CPEX, where Sprecher beneficially owns 100% of the equity interest, and shares held by his spouse. He disclaims beneficial ownership of the spouse’s 81,570 ICE shares, although they are reported as indirectly owned.