Sprecher Jeffrey C 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
ICE CEO Jeffrey Sprecher Receives Award; Shares Withheld for Taxes
What Happened
Jeffrey C. Sprecher, CEO of Intercontinental Exchange (ICE), received 92,846 shares on February 3, 2026 upon vesting of three-year TSR performance-based restricted stock units (TSR PSUs) granted Feb 3, 2023. To satisfy tax withholding obligations related to that vesting, 41,952 of those shares were withheld (disposed) at an implicit value of $173.18 per share for a withholding amount of $7,265,247. The award payout was determined by ICE’s total shareholder return vs. the S&P 500 for the 2023–2025 period.
Key Details
- Transaction date: February 3, 2026 (reported on Form 4 filed Feb 5, 2026) — appears timely.
- Award: 92,846 shares granted/issued (code A, $0.00 acquisition price).
- Withheld for taxes: 41,952 shares disposed (code F) at $173.18 each; withholding value = $7,265,247.
- Reported beneficial ownership after the transaction (per footnotes): 1,084,224 shares of common stock, plus 26,702 unvested RSUs and 57,027 PSUs for which the performance period has been satisfied. The filing also notes 68 shares from the ESPP.
- Indirect holdings: previously reported indirect ownership includes 1,801,705 shares via CPEX (Sprecher owns 100% of CPEX) and 81,570 shares held by his spouse (disclaimed).
- Footnotes: award relates to 2023 TSR PSUs (F1); shares were withheld to satisfy tax obligations (F3); other PSU/RSU vesting schedules and potential future awards noted (F4–F6).
Context
This was a vesting of performance-based stock units with a portion of the vested shares withheld to cover taxes — a common administrative/cashless-withholding action (disposition code F), not an open-market sale. The award reflects a multi-year TSR performance payout (2023–2025). No options exercises or 10b5-1 sale-program indicators are reported here.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-02-03+92,846→ 1,209,905 total - Tax Payment
Common Stock
[F3][F4][F5][F6]2026-02-03$173.18/sh−41,952$7,265,247→ 1,167,953 total
- 1,801,705(indirect: CPEX)
Common Stock
[F7] - 81,570(indirect: By Spouse)
Common Stock
[F8]
Footnotes (8)
- [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 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.
- [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 1,084,224 shares of common stock and 26,702 unvested restricted stock units ("RSUs"), and 57,027 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.
- [F7]As previously reported, the reporting person also indirectly owns 1,801,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- [F8]As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.