Gardiner Warren 4
4 · Intercontinental Exchange, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
ICE CFO Gardiner Warren Receives Award; 739 Shares Withheld
What Happened
- Gardiner Warren, Chief Financial Officer of Intercontinental Exchange, Inc. (ICE), was granted 6,826 restricted stock units (RSUs) on February 10, 2026 (recorded as an acquisition, code A).
- On the same date, 739 shares were withheld to satisfy tax withholding obligations related to RSU issuance (recorded as a disposition under code F) at a reported per-share value of $169.48, totaling $125,246. The withholding is a routine tax-related share withholding (not an open-market sale).
Key Details
- Transaction date: February 10, 2026; filing date: February 12, 2026 (timely).
- Grant: 6,826 RSUs acquired at $0.00 per share (award). These RSUs vest over three years (1/3 on each anniversary).
- Withholding: 739 shares withheld at $169.48/share for taxes = $125,246. This withholding satisfied taxes on RSUs that vested; it is reported as a disposition (F).
- Holdings reported after transaction (aggregate per filing): 14,857 shares of common stock; plus 10,117 unvested RSUs and 7,668 performance-based RSUs (PSUs) for which the performance period has been satisfied.
- Notable footnotes: some of the withheld shares relate to RSUs issued on Feb 10, 2025 that vested 1/3 on Feb 10, 2026. Future vesting and PSU satisfaction dates (and any resulting share issues) will be reported when they occur.
Context
- This filing reflects an equity award and routine share withholding to cover tax obligations (a common "sell-to-cover"/withholding mechanism). It is not an indication of an open-market sale of shares by the insider.
- RSU grants (code A) are acquisitions without immediate cash outlay; they vest over time and become shares when vesting conditions are met. PSUs may settle later depending on performance and vesting schedules.
Insider Transaction Report
Form 4
Gardiner Warren
Chief Financial Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-10$169.48/sh−739$125,246→ 25,816 total - Award
Common Stock
[F2][F3][F4][F5]2026-02-10+6,826→ 32,642 total
Footnotes (5)
- [F1]Represents shares of restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 4,936 shares, 1,645 shares were issued on February 10, 2026, of which 739 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,291 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.
- [F2]Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date).
- [F3]The common stock number referred in Table I is an aggregate number and represents 14,857 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 7,668 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.
- [F4]The satisfaction of the 2024, 2025 and 2026 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027, February 2028 and February 2029, respectively, and will be reported at the time of vesting. The satisfaction of the 2024, 2025 and 2026 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, February 2028 and February 2029, respectively, and will be reported at the time of vesting.
- [F5]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|2026-02-12