Foley Douglas 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) SVP Douglas Foley Receives Award
What Happened Douglas Foley, Senior Vice President, HR & Administration at Intercontinental Exchange (ICE), received 4,680 shares on Feb 3, 2026 as the payout from vested three‑year TSR performance-based restricted stock units (PSUs) granted Feb 3, 2023 (transaction code A; acquisition price $0.00). To satisfy tax withholding obligations, 2,017 of those shares were withheld/disposed at a reported price of $173.18 per share, equal to approximately $349,304 (transaction code F).
Key Details
- Transaction date: Feb 3, 2026 (reported on Form 4 filed Feb 5, 2026) — filing appears timely.
- Award: 4,680 shares issued (A) at $0.00.
- Tax withholding: 2,017 shares withheld/disposed (F) at $173.18, value ≈ $349,304.
- Reported beneficial ownership (per filing footnote): 21,778 shares of common stock, plus 1,795 unvested RSUs and 3,354 PSUs for which the performance period has been satisfied. The filing also notes 68 shares from the ESPP (Dec 31, 2025) are included.
- Notable footnotes: F1 = these shares are the payout of 3‑year TSR PSUs (performance measured vs. S&P 500 through 12/31/2025); F3 = shares withheld to cover taxes; F5/F6 = other PSU/Deal Incentive awards have future determination/vesting dates.
Context This was a routine equity award vesting and tax‑withholding transaction (not an open‑market sale). The award was a performance‑based PSU payout (no cash purchase cost); withholding of shares to satisfy taxes is common and effectively a cashless withholding rather than an intentional stock sale. Future PSU satisfactions for other performance periods are still pending per the filing.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-02-03+4,680→ 28,944 total - Tax Payment
Common Stock
[F3][F4][F5][F6]2026-02-03$173.18/sh−2,017$349,304→ 26,927 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 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.
- [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 21,778 shares of common stock and 1,795 unvested restricted stock units ("RSUs"), and 3,354 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.