Intercontinental Exchange, Inc.·4

Feb 5, 4:49 PM ET

King Elizabeth Kathryn 4

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

Research Summary

AI-generated summary of this filing

Updated

ICE CRO Elizabeth King Receives Award, Withholds Shares

What Happened
Elizabeth Kathryn King, Global Head of Clearing & Chief Risk Officer at Intercontinental Exchange, received 9,362 shares on February 3, 2026 as the payout from vested three‑year TSR performance-based restricted stock units (TSR PSUs) granted Feb 3, 2023. To satisfy tax withholding obligations, 3,760 of those shares were withheld at $173.18 per share, a withholding value of approximately $651,157. The award shares were issued at $0 (grant/vesting).

Key Details

  • Transaction dates: Feb 3, 2026 (vesting/award and tax withholding); filing date Feb 5, 2026.
  • Award: 9,362 shares issued (code A) at $0.00.
  • Withholding: 3,760 shares withheld to cover taxes (code F) at $173.18 per share, total ~$651,157.
  • Beneficial ownership reported (Table I aggregate): 13,266 shares of common stock, plus 3,141 unvested RSUs and 5,753 PSUs for which the performance period has been satisfied. (Includes 83 and 68 shares from ESPP purchases on 6/30/2025 and 12/31/2025.)
  • Footnote summary: the TSR PSU payout was based on ICE stock performance through 12/31/2025 relative to the S&P 500 (award granted 2/3/2023). Future TSR and EBITDA PSU satisfactions for 2024–2025 will be determined and reported at vesting (Feb 2027/2028).
  • Filing timeliness: filed Feb 5 for a Feb 3 transaction; no late‑filing indication.

Context
This was a vesting/award event, not an open‑market sale or purchase. The withholding of shares is a common, administrative "cashless" method to cover tax obligations arising from equity compensation and does not necessarily indicate insider sentiment about the stock.

Insider Transaction Report

Form 4
Period: 2026-02-03
King Elizabeth Kathryn
Global Head of Clearing & CRO
Transactions
  • Award

    Common Stock Holding

    [F1][F2]
    2026-02-03+9,36225,920 total
  • Tax Payment

    Common Stock Holding

    [F3][F4][F5]
    2026-02-03$173.18/sh3,760$651,15722,160 total
Footnotes (5)
  • [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 13,266 shares of common stock and 3,141 unvested restricted stock units ("RSUs"), and 5,753 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.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-05

Documents

1 file
  • 4
    ownership.xmlPrimary

    4