Foley Douglas 4

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.