Intercontinental Exchange (ICE) SVP Foley awarded 4,680 shares, 2,017 withheld for taxes

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. reported an insider equity award for SVP, HR & Administration Douglas Foley on February 3, 2026. Foley received 4,680 shares of common stock at $0 per share from the vesting of three-year total shareholder return performance-based restricted stock units granted in 2023. On the same date, 2,017 shares were withheld at $173.18 per share to cover tax withholding obligations. After these transactions, Foley beneficially owned 26,927 shares, which the footnotes explain include common stock, unvested restricted stock units, performance-based units with satisfied performance conditions, and 68 shares acquired through the employee stock purchase plan.

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^*

Foley Douglas

(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)
	SVP, HR & Administration

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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		4,680(1)	A	$0	28,944(2)	D
Common Stock	02/03/2026		F		2,017(3)	D	$173.18	26,927(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 21,778 shares of common stock and 1,795 unvested restricted stock units ("RSUs"), and 3,354 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 stock transactions did ICE SVP Douglas Foley report on this Form 4 for ICE?

SVP Douglas Foley reported receiving 4,680 shares of Intercontinental Exchange common stock from vesting performance-based units, with 2,017 shares withheld to cover tax obligations. After these transactions, he beneficially owned 26,927 shares, including various restricted and performance-based stock unit holdings.

How many Intercontinental Exchange (ICE) shares did Douglas Foley receive and at what price?

Douglas Foley received 4,680 shares of Intercontinental Exchange common stock at a stated price of $0 per share. These shares were issued upon vesting of three-year total shareholder return performance-based restricted stock units originally granted on February 3, 2023.

Why were 2,017 Intercontinental Exchange (ICE) shares withheld from Douglas Foley?

The 2,017 Intercontinental Exchange shares were withheld to satisfy the company’s tax withholding obligations related to the vesting award. These shares represent part of the vested performance-based units and were not open-market sales but a share withholding for tax payments.

What is Douglas Foley’s total beneficial ownership of ICE stock after these transactions?

After the reported transactions, Douglas Foley beneficially owned 26,927 Intercontinental Exchange shares. Footnotes state this aggregate includes common stock, unvested restricted stock units, performance-based units with met performance conditions, and 68 shares acquired through the company’s employee stock purchase plan.

What performance conditions determined the ICE TSR PSU award that vested for Douglas Foley?

The vested TSR performance-based units were determined by Intercontinental Exchange’s total shareholder return from January 1, 2023 through December 31, 2025, relative to the S&P 500. The payout was also based on the issuer’s stock price through December 31, 2025, as described in the footnotes.

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

Footnotes reference 2024 and 2025 TSR and EBITDA performance-based stock units and separate Deal Incentive Award units. Their satisfaction and resulting share issuances will be determined between December 2026 and February 2028 and will be reported when vesting and related conditions are met.