Williams Stuart Glen 4

What Happened
Stuart Glen, Chief Operating Officer of Intercontinental Exchange (ICE), received 9,362 shares upon vesting of three‑year TSR performance‑based restricted stock units (PSUs) granted Feb 3, 2023. To satisfy tax withholding obligations, 4,170 of those shares were withheld/sold at $173.18 per share, resulting in proceeds of $722,161. The award shares were issued (acquisition code A) and the withholding/sale is reported under code F.

Key Details

• Transaction dates: shares vested/issued on 2026-02-03; filing date 2026-02-05.
• Award: 9,362 shares issued (acq. price reported $0.00) tied to TSR PSUs (vesting based on ICE vs. S&P 500 through 12/31/2025). (F1)
• Tax withholding/sale: 4,170 shares disposed at $173.18 each for $722,161 to satisfy tax withholding. (F3)
• Net shares delivered from this vesting: 9,362 − 4,170 = 5,192 shares (issued to Glen).
• Beneficial ownership reported: 12,541 shares of common stock, plus 3,590 unvested RSUs and 5,753 PSUs for which the performance period has been satisfied. This total includes 68 shares acquired via the Employee Stock Purchase Plan on 12/31/2025. (F2, F4)
• Other notes: Remaining PSUs from 2024/2025 and Deal Incentive Awards have later determination/vesting dates (F5, F6). Filing appears timely (transaction 2/3/2026; report filed 2/5/2026).

Context

• This was a compensation‑related vesting of performance shares, not an open‑market investment or a discretionary sale. A portion of vested shares was withheld/sold to cover tax obligations (a routine administrative step).
• The TSR PSUs payout was determined by ICE’s total shareholder return versus the S&P 500 for the 2023–2025 period; other performance awards have future determination dates.