ICE (NYSE: ICE) CAO withholds 257 shares to cover tax obligations

Rhea-AI Filing Summary

Intercontinental Exchange Chief Accounting Officer James W. Namkung reported a tax-related share disposition tied to vesting equity awards. On February 17, 2026, 257 shares of common stock were withheld at $152.28 per share to satisfy the issuer’s tax withholding obligation on vested performance-based restricted stock units.

These units were part of a February 12, 2024 grant conditioned on 2024 EBITDA performance versus pre-established targets and vesting over three years. After this tax-withholding transaction, Namkung’s aggregate holdings reported comprise 16,431 units, including 13,501 shares of common stock, 2,354 unvested restricted stock units, and 576 performance-based restricted stock units for which the performance period has been satisfied.

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^*

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)
02/17/2026

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		257(1)	D	$152.28	16,431(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 1,725 shares, 575 were issued on February 17, 2026, of which 257 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 576 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 13,501 shares of common stock and 2,354 unvested restricted stock units ("RSUs"), and 576 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
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FAQ

What did ICE officer James W. Namkung report on this Form 4 for ICE?

James W. Namkung reported a tax-withholding disposition of 257 ICE common shares. The shares were withheld by the company to cover tax obligations arising from vesting performance-based restricted stock units granted in February 2024.

Was the ICE Form 4 transaction by James W. Namkung a tax-withholding event?

Yes. The Form 4 shows a tax-withholding disposition of 257 ICE shares. These shares were withheld when performance-based restricted stock units vested, satisfying the issuer’s tax withholding obligation rather than reflecting an open-market trade.

How many ICE shares were withheld from James W. Namkung and at what price?

The filing reports 257 ICE common shares withheld at $152.28 per share. This withholding covered taxes due upon vesting of performance-based restricted stock units that were granted based on 2024 EBITDA performance targets.

What ICE equity awards underlie the Form 4 filing for James W. Namkung?

The filing references performance-based restricted stock units granted on February 12, 2024. Vesting depends on 2024 EBITDA performance versus pre-set targets, with units vesting over three years and portions delivered in 2025, 2026, and 2027.

What are James W. Namkung’s reported ICE holdings after this Form 4 transaction?

After the transaction, the aggregate figure reported is 16,431 ICE-related units. This consists of 13,501 shares of common stock, 2,354 unvested restricted stock units, and 576 performance-based restricted stock units whose performance conditions have been satisfied.

How do the ICE RSUs and PSUs held by James W. Namkung vest over time?

The unvested ICE RSUs and performance-based RSUs generally vest over three years, with roughly one-third vesting each year. Additional performance-based awards tied to TSR and EBITDA will have satisfaction and share delivery determined in future years.