ICE (ICE) president details share vesting, tax withholding and PSU structure

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. President Jackson Benjamin reported equity compensation activity involving company common stock. On February 3, 2026, he received 28,087 shares of common stock at $0 per share upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023.

On the same date, 12,625 shares of common stock underlying vested TSR PSUs were withheld at $173.18 per share to cover Intercontinental Exchange’s tax withholding obligations. After these transactions, he beneficially owned 165,692 shares directly, an aggregate figure that includes common shares, unvested restricted stock units, and performance-based restricted stock units for which the performance period has been satisfied.

Footnotes explain that the aggregate holding comprises 138,057 common shares, 9,424 unvested RSUs, and 18,211 PSUs that vest over a three-year schedule, with one-third of the units vesting each year. His beneficial holdings also include shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan. Additional TSR and EBITDA performance-based awards from 2024 and 2025, as well as Deal Incentive Award PSUs, will have outcomes determined between December 2026 and February 2028 and will be reported when they vest.

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^*

Jackson Benjamin

(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)
	President

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		28,087(1)	A	$0	178,317(2)	D
Common Stock	02/03/2026		F		12,625(3)	D	$173.18	165,692(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 83 and 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025 and December 31, 2025, respectively.

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 138,057 shares of common stock and 9,424 unvested restricted stock units ("RSUs"), and 18,211 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
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).
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FAQ

What insider transactions did ICE President Jackson Benjamin report on February 3, 2026?

He reported receipt of 28,087 Intercontinental Exchange common shares from vesting performance-based units and withholding of 12,625 shares to cover tax obligations. These transactions reflect equity compensation settlement rather than an open-market purchase or sale.

How many Intercontinental Exchange (ICE) shares does Jackson Benjamin beneficially own after this Form 4?

After the reported transactions, Jackson Benjamin beneficially owns 165,692 ICE shares directly. This aggregate includes common stock, unvested restricted stock units, and performance-based restricted stock units whose performance conditions have already been satisfied.

What is the source of the 28,087 ICE shares granted to Jackson Benjamin?

The 28,087 shares represent stock issued upon vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023. The payout was determined using ICE’s stock price and total shareholder return relative to the S&P 500 through December 31, 2025.

Why were 12,625 Intercontinental Exchange shares withheld from Jackson Benjamin?

The 12,625 ICE shares represent vested TSR PSU shares withheld to satisfy Intercontinental Exchange’s tax withholding obligations. Instead of paying taxes in cash, a portion of the vested shares was retained by the company at a price of $173.18 per share.

How are Jackson Benjamin’s ICE holdings structured between common shares, RSUs, and PSUs?

The aggregate common stock number includes 138,057 ICE common shares, 9,424 unvested restricted stock units, and 18,211 performance-based restricted stock units with satisfied performance periods. The RSUs and PSUs vest over three years, with one-third of the units vesting each year.

What future ICE performance awards for Jackson Benjamin are described in this Form 4?

The filing notes 2024 and 2025 TSR and EBITDA performance-based units, plus Deal Incentive Award PSUs. Their satisfaction and resulting share issuances will be determined between December 2026 and February 2028 and will be reported at the respective vesting times.