Gardiner Warren 4

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.