Kapani Mayur 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
ICE CTO Mayur Receives Award; Withholds 5,566 Shares
What Happened
- Kapani Mayur, Chief Technology Officer of Intercontinental Exchange, received 12,482 shares on February 3, 2026 from the vesting of performance-based restricted stock units (TSR PSUs). Those shares were issued at $0.00 per share as an award.
- To satisfy tax withholding obligations related to the vesting, 5,566 of the underlying shares were withheld/disposed at $173.18 per share for a total withholding value of $963,920. This withholding is a routine tax-related disposition rather than an open-market sale.
Key Details
- Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely filing).
- Award: 12,482 shares issued (code A) at $0.00.
- Withholding/disposition: 5,566 shares withheld (code F) at $173.18, total ~$963,920 to cover taxes.
- Shares beneficially owned (per filing): aggregate includes 59,302 shares of common stock plus 4,487 unvested RSUs and 8,436 PSUs for which performance periods have been satisfied (see footnote details).
- Additional note: filing includes 69 shares from the Employee Stock Purchase Plan (ESPP).
- Footnotes: Vesting and payout for the TSR PSUs were determined by total shareholder return vs. the S&P 500 for Jan 1, 2023–Dec 31, 2025. The withheld shares represent those withheld to satisfy tax obligations.
Context
- This was a vesting/award event with shares withheld to cover taxes (a common, administrative disposition), not an open-market sale indicating a change in investment view.
- For retail investors, awards and routine withholdings are standard executive compensation mechanics; they do not necessarily signal bullish or bearish intent.
Insider Transaction Report
Form 4
Kapani Mayur
Chief Technology Officer
Transactions
- Award
Common Stock
[F1][F2]2026-02-03+12,482→ 77,791 total - Tax Payment
Common Stock
[F3][F4][F5][F6]2026-02-03$173.18/sh−5,566$963,920→ 72,225 total
Footnotes (6)
- [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 69 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 59,302 shares of common stock and 4,487 unvested restricted stock units ("RSUs"), and 8,436 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.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-05