Sprecher Jeffrey C 4

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.