ICE (ICE) CFO Gardiner Warren logs tax-withholding share disposition

Rhea-AI Filing Summary

Intercontinental Exchange, Inc.'s Chief Financial Officer, Gardiner Warren, reported a tax-related share disposition tied to vested equity awards. On February 12, 2026, 1,505 shares of common stock were disposed of at $151.99 per share to satisfy the issuer's tax withholding obligation on performance-based restricted stock units.

This disposition followed the vesting of 3,353 shares from a 10,057-share performance-based restricted stock unit grant awarded in February 2023, after meeting 2023 EBITDA performance targets. Following this transaction, Warren beneficially owned 31,137 shares in aggregate, including common stock, unvested restricted stock units, and performance-based units that vest over a three-year period.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gardiner Warren

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,505	$151.99	$229K

Holdings After Transaction: Common Stock — 31,137 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 10,057 shares, 3,353 were issued on February 12, 2026, of which 1,505 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 16,705 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 4,315 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^*

Gardiner Warren

(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 Financial 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		1,505(1)	D	$151.99	31,137(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 10,057 shares, 3,353 were issued on February 12, 2026, of which 1,505 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 16,705 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 4,315 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 did ICE (ICE) CFO Gardiner Warren report in this Form 4?

Gardiner Warren reported a tax-withholding disposition of 1,505 Intercontinental Exchange shares on February 12, 2026. These shares were withheld to cover tax obligations arising from vested performance-based restricted stock units that were granted in 2023 after meeting EBITDA targets.

Was the ICE (ICE) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a Code F tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to satisfy income tax obligations triggered when performance-based restricted stock units vested on February 12, 2026 after meeting specified EBITDA performance conditions.

How many ICE (ICE) shares were involved in Gardiner Warren’s tax-withholding event?

The Form 4 reports 1,505 shares of Intercontinental Exchange common stock disposed of at $151.99 per share. These shares were part of 3,353 vested shares from a 10,057-share performance-based restricted stock unit award granted in February 2023.

What equity award triggered the ICE (ICE) CFO’s tax-withholding disposition?

The disposition was triggered by vesting of performance-based restricted stock units granted on February 3, 2023. Vesting depended on 2023 EBITDA performance versus pre-set targets and occurs over three years, with tranches vesting in 2024, 2025, and 2026, the final tranche issued February 12, 2026.

How many ICE (ICE) shares does Gardiner Warren beneficially own after this Form 4 transaction?

After the reported transaction, Gardiner Warren beneficially owns an aggregate of 31,137 shares. This figure combines 16,705 common shares, 10,117 unvested restricted stock units, and 4,315 performance-based restricted stock units for which the performance period has been satisfied but continue to vest over three years.

How do ICE (ICE) RSUs and PSUs held by the CFO vest over time?

The unvested restricted stock units and performance-based restricted stock units generally vest over three years, with about 33.33% vesting each year. Some awards depend on meeting performance measures, such as EBITDA or total shareholder return, with satisfaction and resulting share issuance determined in specified future years.