Tax withholding trims ICE (NYSE: ICE) COO’s vested share award by 641 shares

Rhea-AI Filing Summary

Intercontinental Exchange Chief Operating Officer Stuart Glen Williams reported a Form 4 transaction reflecting a tax-withholding disposition, not an open-market trade. On February 17, 2026, 641 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 shares came from a 2024 performance-based award tied to EBITDA targets, vesting in three annual installments through 2027. After this withholding, Williams beneficially owns 25,344 ICE-related shares, combining common stock, unvested restricted stock units, and performance-based units.

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
Estimated average burden
hours per response:			0.5

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^*

Williams Stuart Glen

(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 Operating 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		641(1)	D	$152.28	25,344(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 4,315 shares, 1,438 were issued on February 17, 2026, of which 641 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,440 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 15,595 shares of common stock and 8,309 unvested restricted stock units ("RSUs"), and 1,440 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ICE COO Stuart Glen Williams report on this Form 4?

Stuart Glen Williams reported a tax-withholding disposition of 641 shares of Intercontinental Exchange common stock. The shares were withheld on February 17, 2026 to cover the issuer’s tax withholding obligation arising from vested performance-based restricted stock units granted in February 2024.

Was the ICE COO’s Form 4 transaction an open-market sale of ICE shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Code F indicates shares were withheld by the issuer to pay exercise price or tax liability, in this case covering taxes on vested performance-based restricted stock units awarded to the Chief Operating Officer.

How many Intercontinental Exchange shares were withheld for taxes from the COO’s award?

The Form 4 reports that 641 shares of Intercontinental Exchange common stock were withheld. These shares came from 1,438 performance-based restricted stock units that vested and were issued on February 17, 2026, with the withheld portion covering the associated tax obligation to the issuer.

What is Stuart Glen Williams’ Intercontinental Exchange ownership after this Form 4 transaction?

After the reported tax-withholding transaction, Stuart Glen Williams beneficially owns 25,344 ICE-related shares. This aggregate figure includes 15,595 shares of common stock, 8,309 unvested restricted stock units, and 1,440 performance-based restricted stock units for which the performance period has been satisfied.

How do the ICE COO’s performance-based restricted stock units vest over time?

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

When will future ICE TSR and EBITDA PSU awards for the COO be determined and reported?

The satisfaction of 2024, 2025, and 2026 TSR PSUs and three-year EBITDA PSUs will be determined in February 2027, February 2028, and February 2029. The corresponding shares to be issued from these awards will be reported at the time they vest and are finalized.

What additional performance-based awards for the ICE COO have future determination dates?

Performance-based restricted stock units granted as Deal Incentive Awards have future determination dates in December 2026, December 2027, and December 2028. These awards remain subject to additional time-based vesting conditions and, where applicable, an extra one-year holding period before full availability.