Edmonds Christopher Scott 4

4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026

Research Summary

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ICE President Christopher Edmonds Receives Award; Shares Withheld

What Happened

  • Christopher Scott Edmonds, President, Fixed Income & Data at Intercontinental Exchange (ICE), received 14,043 shares on Feb 3, 2026 upon vesting of three‑year TSR performance-based restricted stock units (TSR PSUs) granted Feb 3, 2023. To satisfy tax withholding obligations, 6,393 of those shares were withheld (disposed) at $173.18 per share, totaling $1,107,140. The Form 4 was filed Feb 5, 2026 covering the Feb 3, 2026 transactions.

Key Details

  • Transaction date: 2026-02-03; filing date: 2026-02-05.
  • Award: 14,043 shares issued (code A) at $0.00 (vesting of TSR PSUs).
  • Tax withholding: 6,393 shares withheld/treated as disposed (code F) at $173.18/share = $1,107,140.
  • Shares retained from this vesting: net +7,650 shares (14,043 issued − 6,393 withheld).
  • Holdings after transaction (per footnote): aggregate of 9,416 shares of common stock, 4,936 unvested RSUs, and 9,107 PSUs for which the performance period has been satisfied. Also includes 83 and 68 shares from the Employee Stock Purchase Plan (6/30/25 and 12/31/25).
  • Footnotes: F1 = vesting of Feb 3, 2023 TSR PSUs determined by ICE’s TSR vs. S&P 500 through 12/31/2025; F3 = shares withheld to satisfy tax withholding; F5–F6 note future PSU/EBITDA/Deal‑Incentive award determinations and vesting schedules.
  • No late‑filing flag indicated on the report.

Context

  • This was not an open‑market sale but issuance on vesting of performance PSUs, with a portion withheld to cover taxes (a routine payroll/tax withholding action, not a market sale). The payout was based on relative total shareholder return for 2023–2025; other multi‑year awards remain subject to future performance and vesting schedules.

Insider Transaction Report

Form 4
Period: 2026-02-03
Edmonds Christopher Scott
President, Fixed Income & Data
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-03+14,04329,852 total
  • Tax Payment

    Common Stock

    [F3][F4][F5][F6]
    2026-02-03$173.18/sh6,393$1,107,14023,459 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 9,416 shares of common stock and 4,936 unvested restricted stock units ("RSUs"), and 9,107 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

Documents

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    ownership.xmlPrimary

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