RSU grant and tax withholding reported by ICE (NYSE: ICE) CFO

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Intercontinental Exchange, Inc.’s Chief Financial Officer, Gardiner Warren, reported routine equity compensation activity. On February 10, 2026, 739 shares of common stock were disposed of at $169.48 per share to cover tax withholding on previously granted restricted stock units vesting on that date.

On the same day, Warren acquired 6,826 restricted stock units at no cost as a new award that vests in three equal annual installments beginning on the first anniversary of the grant. Following these transactions, he directly beneficially owned 32,642 common stock-related interests, including shares, unvested RSUs, and performance-based RSUs subject to multi-year vesting and performance conditions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gardiner Warren

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	739	$169.48	$125K
Grant/Award	Common Stock	6,826	$0.00	--

Holdings After Transaction: Common Stock — 25,816 shares (Direct)

Footnotes (1)

Represents shares of restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 4,936 shares, 1,645 shares were issued on February 10, 2026, of which 739 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,291 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued. Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date). The common stock number referred in Table I is an aggregate number and represents 14,857 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 7,668 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 →

02/12/2026 - 04:32 PM

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

OMB Number:			3235-0287
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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

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)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		F		739⁽¹⁾	D	$169.48	25,816	D
Common Stock	02/10/2026		A		6,826⁽²⁾	A	$0	32,642⁽³⁾⁽⁴⁾⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 4,936 shares, 1,645 shares were issued on February 10, 2026, of which 739 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,291 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.

2. Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date).

3. The common stock number referred in Table I is an aggregate number and represents 14,857 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 7,668 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.

4. 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.

5. 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	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ICE CFO Gardiner Warren report on February 10, 2026?

Gardiner Warren reported two transactions on February 10, 2026: a disposition of 739 ICE common shares to satisfy tax withholding and an acquisition of 6,826 restricted stock units granted at no cost, both as part of his equity compensation program.

Was the ICE CFO’s February 2026 Form 4 a stock sale in the open market?

The filing shows a disposition of 739 ICE shares coded “F,” described as payment of tax liability by delivering securities. This indicates shares were withheld for taxes related to vesting restricted stock units, rather than a traditional open-market sale for investment purposes.

How many Intercontinental Exchange (ICE) shares and units does the CFO beneficially own after these transactions?

After the reported February 10, 2026 transactions, the ICE Chief Financial Officer beneficially owned 32,642 common stock-related interests, combining 14,857 shares of common stock, 10,117 unvested restricted stock units, and 7,668 performance-based restricted stock units for which the performance period has been satisfied.

How do the newly granted ICE restricted stock units to the CFO vest over time?

The restricted stock units granted to the ICE CFO on February 10, 2026 vest over three years, with one-third of the award vesting on each anniversary of the grant date. Shares are delivered as they vest, and associated taxes are handled when issuances occur.

What explains the 739 ICE shares disposed of by the CFO in this Form 4?

The 739 ICE shares were withheld to satisfy the issuer’s tax withholding obligation on previously granted restricted stock units that partially vested on February 10, 2026. This aligns with transaction code “F,” indicating payment of a tax liability by delivering securities instead of cash.

What performance-based awards does the ICE CFO hold according to this Form 4?

The filing shows 7,668 performance-based restricted stock units for which the performance period has been satisfied, plus additional TSR, EBITDA, and deal incentive PSUs. Payouts and share amounts for these later awards will be determined and reported at future vesting and evaluation dates through 2029.