Gardiner Warren 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) CFO Gardiner Warren Receives Award
What Happened
Gardiner Warren, Chief Financial Officer of Intercontinental Exchange (ICE), received 10,921 shares on February 3, 2026 related to the vesting of three-year performance-based restricted stock units (TSR PSUs). To satisfy tax withholding, 4,900 of those shares were withheld (disposed) at a reported value of $173.18 per share, generating proceeds of $848,582. The shares issued for the award show an acquisition price of $0.00 (compensation issuance).
Key Details
- Transaction date: 2026-02-03 (reported on Form 4 filed 2026-02-05).
- Award: 10,921 shares issued (code A) at $0.00.
- Tax withholding: 4,900 shares withheld/disposed (code F) at $173.18, total value reported $848,582.
- Shares owned after transaction (per filing footnote): 13,951 shares of common stock, plus 4,936 unvested RSUs and 7,668 PSUs for which the performance period has been satisfied. RSUs/PSUs vest over a three-year schedule (33.33% each year).
- Footnotes: Vesting reflects TSR PSUs granted Feb 3, 2023 with payout based on ICE’s total shareholder return vs. the S&P 500 through Dec 31, 2025 (F1). Shares were withheld to satisfy tax obligations (F2). Future PSU satisfactions for 2024/2025 and certain deal incentive awards will be determined and reported at later vesting dates (F4, F5).
- Filing appears timely (transaction 2026-02-03; Form 4 filed 2026-02-05).
Context
This was a compensation-related issuance (performance-based RSU/PSU vesting), not an open-market purchase or intentional sale of shares for investment reasons. The withholding of 4,900 shares to cover taxes is a routine cashless tax-withholding mechanism and reduces the net shares received by the insider.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-03+10,921→ 31,455 total - Tax Payment
Common Stock
[F2][F3][F4][F5]2026-02-03$173.18/sh−4,900$848,582→ 26,555 total
Footnotes (5)
- [F1]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.
- [F2]Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
- [F3]The common stock number referred in Table I is an aggregate number and represents 13,951 shares of common stock and 4,936 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.
- [F4]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.
- [F5]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.