Gardiner Warren 4

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.