ICE (ICE) COO Stuart Glen Williams reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. Chief Operating Officer Stuart Glen Williams reported equity award activity in company common stock. On February 3, 2026, he acquired 9,362 shares at $0 upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023, tied to ICE’s stock performance versus the S&P 500 from January 1, 2023 through December 31, 2025. On the same date, 4,170 shares were withheld at $173.18 per share to cover tax withholding obligations. After these transactions, he beneficially owned 21,884 common shares and equity awards, including 12,541 shares of common stock, 3,590 unvested restricted stock units and 5,753 performance-based restricted stock units that vest over three years in equal annual installments.

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^*

Williams Stuart Glen

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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		9,362(1)	A	$0	26,054(2)	D
Common Stock	02/03/2026		F		4,170(3)	D	$173.18	21,884(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 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.

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 12,541 shares of common stock and 3,590 unvested restricted stock units ("RSUs"), and 5,753 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
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FAQ

What insider transaction did ICE Chief Operating Officer Stuart Glen Williams report?

He reported equity award vesting and tax withholding. On February 3, 2026, 9,362 Intercontinental Exchange common shares were issued upon vesting of performance-based stock units, and 4,170 shares were withheld at $173.18 per share to satisfy tax obligations.

How many Intercontinental Exchange (ICE) shares does the COO hold after this Form 4?

Stuart Glen Williams beneficially owns 21,884 ICE-related shares and units. This aggregate includes 12,541 common shares, 3,590 unvested restricted stock units and 5,753 performance-based restricted stock units with performance satisfied, plus shares previously acquired under the employee stock purchase plan.

What triggered the 9,362 ICE shares issued to the COO on February 3, 2026?

The issuance came from vesting TSR performance stock units. These three-year total shareholder return PSUs, granted February 3, 2023, vested based on ICE’s stock price through December 31, 2025 and relative total shareholder return versus the S&P 500 from January 1, 2023 to December 31, 2025.

Why were 4,170 ICE shares withheld from the COO in this Form 4 filing?

The 4,170 shares were withheld for tax withholding obligations. They represent common stock underlying vested total shareholder return performance stock units, withheld at $173.18 per share to cover the company’s tax withholding requirements associated with the award vesting.

How do ICE restricted stock units and performance stock units vest for the COO?

RSUs and PSUs generally vest over three years in equal installments. The aggregate holdings include unvested restricted stock units and performance-based units, with 33.33% of the units vesting each year over a three-year schedule after grant or performance satisfaction.

Does the ICE COO hold shares through the employee stock purchase plan?

Yes, his beneficial holdings include employee stock purchase plan shares. The aggregate amount of securities beneficially owned includes 68 Intercontinental Exchange common shares acquired under the company’s Employee Stock Purchase Plan on December 31, 2025.

Are there additional ICE performance awards for the COO that will vest in future years?

Yes, multiple future performance awards remain outstanding. Total shareholder return and EBITDA-based performance stock units for 2024 and 2025, and Deal Incentive performance units, will be determined and reported upon vesting between December 2026 and February 2028, subject to performance tests and time-based vesting.