ICE (ICE) CFO records 968-share tax-withholding stock disposition from equity vesting

Rhea-AI Filing Summary

Intercontinental Exchange, Inc.'s Chief Financial Officer, Warren Gardiner, reported an automatic tax-withholding disposition of common stock tied to equity compensation. On February 17, 2026, 968 shares of common stock were withheld at a price of $152.28 per share to cover tax obligations on vested performance-based restricted stock units granted in February 2024. After this transaction, Gardiner’s directly held and equity-award-related interests totaled 30,169 shares, including common stock, unvested restricted stock units, and performance-based units scheduled to vest over multiple years, subject to ongoing service and performance conditions.

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	968	$152.28	$147K

Holdings After Transaction: Common Stock — 30,169 shares (Direct)

Footnotes (1)

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 6,472 shares, 2,157 were issued on February 17, 2026, of which 968 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,158 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. The common stock number referred in Table I is an aggregate number and represents 17,894 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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

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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)
02/17/2026

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		968(1)	D	$152.28	30,169(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 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 6,472 shares, 2,157 were issued on February 17, 2026, of which 968 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,158 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 17,894 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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	02/19/2026
	** 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 Warren Gardiner report in this Form 4 filing?

ICE CFO Warren Gardiner reported an automatic tax-withholding disposition of 968 shares of common stock. The shares were withheld on February 17, 2026 to satisfy the issuer’s tax withholding obligation on vested performance-based restricted stock units granted in February 2024.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Code “F” indicates shares were withheld by the issuer at $152.28 per share to cover tax liabilities from vesting equity awards rather than discretionary selling by the executive.

How many ICE (ICE) shares were involved in the CFO’s tax-withholding disposition?

The filing shows 968 shares of Intercontinental Exchange common stock were withheld. These shares came from performance-based restricted stock units that partially vested on February 17, 2026, with the withheld portion used to satisfy required tax obligations on the award.

What ICE (ICE) equity awards are described in the CFO’s Form 4 footnotes?

The footnotes describe performance-based restricted stock units granted February 12, 2024 that vest over three years, plus additional RSUs and PSUs. Some units are tied to EBITDA and total shareholder return performance, with final share payouts determined between 2027 and 2029 at vesting.

How many ICE (ICE) shares and units does the CFO hold after this Form 4 transaction?

After the transaction, the Form 4 shows an aggregate of 30,169 units, including 17,894 shares of common stock, 10,117 unvested restricted stock units, and 2,158 performance-based restricted stock units for which performance conditions have been satisfied, subject to ongoing time-based vesting.

What future vesting dates are mentioned for ICE (ICE) CFO equity awards?

The filing notes vesting over three years, with one-third vesting on February 15, 2025, February 15, 2026, and February 15, 2027. It also states that some performance-based awards tied to EBITDA and TSR will have outcomes determined between February 2027 and February 2029.