ICE (NYSE: ICE) SVP logs tax-related share withholding on equity vesting

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. senior vice president Douglas Foley reported a tax-withholding share disposition tied to equity awards. On February 17, 2026, 429 shares of common stock were withheld at $152.28 per share to satisfy the issuer’s tax withholding obligation upon vesting of performance-based restricted stock units granted in February 2024.

Those units vest over three years, based on 2024 EBITDA performance versus pre-established targets. After this withholding, Foley reported beneficial ownership of 27,862 common stock-related interests, consisting of 23,431 shares of common stock plus unvested restricted stock units and performance-based restricted stock units that continue to vest over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Foley Douglas

Role SVP, HR & Administration

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	429	$152.28	$65K

Holdings After Transaction: Common Stock — 27,862 shares (Direct)

Footnotes (1)

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 2,875 shares, 958 were issued on February 17, 2026, of which 429 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 959 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. The common stock number referred in Table I is an aggregate number and represents 23,431 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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^*

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)
02/17/2026

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		429(1)	D	$152.28	27,862(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 2,875 shares, 958 were issued on February 17, 2026, of which 429 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 959 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 23,431 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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
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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FAQ

What insider transaction did ICE executive Douglas Foley report on this Form 4 for ICE?

Douglas Foley reported a tax-related share disposition, where 429 Intercontinental Exchange common shares were withheld at $152.28 each. The shares covered the issuer’s tax withholding obligation upon vesting of performance-based restricted stock units granted in February 2024 under an EBITDA-based incentive structure.

Was the ICE Form 4 transaction by Douglas Foley an open-market sale of ICE stock?

No, the transaction was a tax-withholding disposition rather than an open-market sale. The 429 shares were automatically withheld when performance-based restricted stock units vested, to satisfy Intercontinental Exchange’s tax withholding obligation for Douglas Foley’s equity compensation.

How many ICE shares and units does Douglas Foley report owning after this Form 4 transaction?

After the transaction, Douglas Foley reported 27,862 Intercontinental Exchange common stock-related interests. This aggregate includes 23,431 shares of common stock, 3,472 unvested restricted stock units, and 959 performance-based restricted stock units for which the performance period has already been satisfied.

What are the vesting terms of the ICE performance-based restricted stock units mentioned in Foley’s Form 4?

The performance-based restricted stock units were granted on February 12, 2024 and vest over three years. One-third vests on February 15, 2025, another third on February 15, 2026, and the final third on February 15, 2027, subject to EBITDA performance versus pre-established 2024 targets.

How many ICE performance-based shares vested and were issued to Douglas Foley in February 2026?

Of a 2,875-share performance-based restricted stock unit grant, 958 shares were issued to Douglas Foley on February 17, 2026. Of these, 429 shares were withheld for tax purposes, and the remaining portion from that tranche was delivered as Intercontinental Exchange common stock.

What future ICE share issuances related to Douglas Foley’s awards are described in the Form 4 footnotes?

The footnotes state that 959 performance-based restricted stock units are scheduled for issuance on February 12, 2027. Additional TSR and EBITDA performance-based awards, and Deal Incentive Awards, will have satisfaction and resulting share issuances determined between December 2026 and February 2029 and reported upon vesting.