ICE (NYSE: ICE) accounting chief logs small tax-withholding share move

Rhea-AI Filing Summary

Intercontinental Exchange Chief Accounting Officer James W. Namkung reported a small tax-related share disposition linked to equity awards. On February 12, 2026, 513 shares of common stock were withheld at $151.99 per share to cover tax obligations on vested performance-based restricted stock units.

The vesting came from a grant of 3,448 performance-based restricted stock units awarded on February 3, 2023, tied to 2023 EBITDA targets and vesting in three equal annual installments. After this transaction, Namkung directly held or was credited with 16,688 common-share equivalents, consisting of 13,183 common shares, 2,354 unvested restricted stock units, and 1,151 performance-based restricted stock units whose performance conditions have been satisfied and that continue to vest over a three-year schedule.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Namkung James W

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	513	$151.99	$78K

Holdings After Transaction: Common Stock — 16,688 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 3,448 shares, 1,150 were issued on February 12, 2026, of which 513 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 13,183 shares of common stock and 2,354 unvested restricted stock units ("RSUs"), and 1,151 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^*

Namkung James W

(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 Accounting 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		513(1)	D	$151.99	16,688(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 3,448 shares, 1,150 were issued on February 12, 2026, of which 513 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 13,183 shares of common stock and 2,354 unvested restricted stock units ("RSUs"), and 1,151 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 insider transaction did ICE Chief Accounting Officer James W. Namkung report?

James W. Namkung reported a tax-withholding disposition of 513 Intercontinental Exchange (ICE) common shares. The shares were withheld by the company to satisfy tax obligations arising from the vesting of previously granted performance-based restricted stock units tied to EBITDA targets.

Was the ICE Form 4 transaction an open-market sale of shares by the insider?

No. The Form 4 shows a code F tax-withholding disposition, not an open-market sale. ICE withheld 513 shares from vested performance-based restricted stock units to cover Namkung’s tax liability, rather than him selling shares directly into the market.

What equity award triggered the tax withholding reported by ICE insider Namkung?

The tax withholding came from performance-based restricted stock units granted on February 3, 2023. These units were tied to 2023 EBITDA performance, vesting in three equal tranches on February 12, 2024, 2025, and 2026, with the third and final tranche issued in 2026.

How many ICE shares and units does Namkung hold after the reported transaction?

After the transaction, Namkung beneficially held an aggregate 16,688 share-equivalents. This consists of 13,183 ICE common shares, 2,354 unvested restricted stock units, and 1,151 performance-based restricted stock units whose performance period has been satisfied and that vest over three years.

What price was used for the ICE shares withheld to cover taxes?

The 513 ICE common shares withheld for taxes were valued at $151.99 per share. This price is reported in the Form 4 and is used solely for calculating the value of shares applied to satisfy the tax withholding obligation on the vested award.

What future performance-based ICE awards are referenced in the Form 4 footnotes?

The footnotes reference TSR and EBITDA performance stock units for 2024, 2025, and 2026. The actual satisfaction of these awards, and corresponding ICE shares to be issued, will be determined and reported around February 2027, 2028, and 2029, and for certain deal incentive awards by December 2026–2028.