Jackson Benjamin 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
ICE President Benjamin Jackson Receives Award; Shares Withheld for Taxes
What Happened
- Benjamin Jackson, President of Intercontinental Exchange (ICE), was issued 28,087 shares on 2026-02-03 upon vesting of three-year performance-based restricted stock units (TSR PSUs).
- To satisfy tax withholding obligations, 12,625 of those shares were withheld/disposed at $173.18 each, generating proceeds of $2,186,398. Net shares received from this vesting: 15,462.
Key Details
- Transaction dates and prices: Award (A) on 2026-02-03 — 28,087 shares @ $0.00; Withholding (F) on 2026-02-03 — 12,625 shares @ $173.18 (total $2,186,398). Filed with the SEC on 2026-02-05 (covers 2026-02-03 transactions).
- Shares owned after transaction (per filing footnote): filing references aggregate holdings that include 138,057 shares of common stock plus unvested awards (9,424 RSUs and 18,211 PSUs for which the performance period has been satisfied).
- Notable footnotes:
- F1: These shares resulted from vesting of TSR PSUs granted Feb 3, 2023, paid based on ICE’s total shareholder return vs. the S&P 500 through Dec 31, 2025.
- F3: The 12,625-share disposal represents shares withheld to satisfy tax withholding on vested TSR PSUs.
- F2/F4–F6: Filing notes additional ESPP purchases and other unvested/contingent awards whose future payouts will be reported at vesting.
- Filing timeliness: Report filed Feb 5 for Feb 3 transactions (within the usual two-business-day Form 4 window).
Context
- This was not an open-market sale but a net settlement of vested performance awards: shares were issued for performance-based PSUs and a portion was withheld to cover taxes (a routine administrative step, not an indication of a market view).
- For retail investors: award receipts signal compensation realization by management; tax-withholding dispositions are common and don’t necessarily indicate a personal decision to sell stock for investment reasons.
Insider Transaction Report
Form 4
Jackson Benjamin
President
Transactions
- Award
Common Stock
[F1][F2]2026-02-03+28,087→ 178,317 total - Tax Payment
Common Stock
[F3][F4][F5][F6]2026-02-03$173.18/sh−12,625$2,186,398→ 165,692 total
Footnotes (6)
- [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]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.
- [F3]Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-05