Martin Lynn C 4

What Happened

• Martin Lynn C, President of the NYSE Group at Intercontinental Exchange (ICE), was issued 17,164 shares on Feb 3, 2026 upon vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs). Simultaneously, 8,763 of the vested shares were withheld to satisfy tax withholding obligations at a share value of $173.18, equal to $1,517,576. The award payout was determined by ICE’s stock price through Dec 31, 2025 and relative TSR performance vs. the S&P 500 (see footnote F1).

Key Details

• Transactions: Feb 3, 2026 — Award/acquisition of 17,164 shares (Code A); withholding/disposition of 8,763 shares for tax payment at $173.18/share (Code F), total ~$1.52M.
• Shares owned after the transaction: the filing’s aggregate beneficial ownership reflects 50,167 shares of common stock plus 5,834 unvested RSUs and 11,501 PSUs for which the performance period has been satisfied (see F4). The amount also includes 68 shares from the Employee Stock Purchase Plan acquired Dec 31, 2025 (F2).
• Why this happened: the 17,164 shares represent vested TSR PSUs; 8,763 shares were withheld to cover tax withholding (cashless withholding) rather than a market sale of additional shares (F3, F1).
• Timing/filing: Report covers transactions on Feb 3, 2026; Form 4 was filed Feb 5, 2026 (timely).
• Other performance awards: satisfaction/timing for other TSR and EBITDA PSUs (2024/2025 awards) and Deal Incentive Awards will be determined and reported at future vesting dates (see F5, F6).

Context

• This filing reflects an award vesting and routine tax withholding, not a market purchase or voluntary open‑market sale. Tax‑withholding disposals are standard when restricted stock units or PSUs vest and do not necessarily signal a change in the insider’s view of the company.