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Intercontinental Exchange, Inc.·4

Feb 12, 4:33 PM ET

Jackson Benjamin 4

4 · Intercontinental Exchange, Inc. · Filed Feb 12, 2026

Research Summary

AI-generated summary of this filing

Updated

ICE President Benjamin Exercises Options, Sells 12,861 Shares

What Happened

  • Jackson Benjamin, President of Intercontinental Exchange (ICE), exercised 12,861 option shares at $57.31 per share (cost ~$737,064) and immediately sold those 12,861 shares in the open market at about $165.00 per share (proceeds ~$2,122,078) on Feb 10, 2026. He also had 1,413 shares withheld to cover tax withholding (valued at ~$239,475) and was granted/issued 10,921 restricted stock units (RSUs) the same day.

Key Details

  • Transaction date: February 10, 2026 (filed Feb 12, 2026; filing appears timely).
  • Exercise (M): 12,861 shares exercised at $57.31, aggregate cost ~$737,064.
  • Sale (S): 12,861 shares sold at $165.00 (price range for sales reported as $165.00–$165.06); proceeds ~$2,122,078. Sale was effected pursuant to a Rule 10b5-1 trading plan (effective Nov 3, 2025).
  • Tax withholding (F): 1,413 shares withheld at $169.48 to satisfy tax obligations (~$239,475). These withheld shares relate to RSU vesting (per filing footnotes).
  • Award/Grant (A): 10,921 RSUs granted on Feb 10, 2026 (vesting over three years).
  • Shares owned after transaction: beneficially owns 139,785 shares of common stock, plus 17,204 unvested RSUs and 18,211 PSUs (per filing aggregate).
  • Options status: the exercised options were fully vested (footnote).
  • Footnote on sale prices: issuer can provide breakdown of number of shares sold at each price upon SEC or shareholder request.

Context

  • This was effectively a cashless exercise: Benjamin exercised vested options and sold the same number of shares the same day (exercise → conversion → sale). The sale was carried out under a pre-existing 10b5-1 plan (routine, pre-scheduled trading). The 1,413-share disposition listed as "F" reflects shares withheld for tax withholding on vested RSUs rather than an open-market sale. No late filing is indicated in the report.

Insider Transaction Report

Form 4
Period: 2026-02-10
Intercontinental Exchange, Inc.ICE
Jackson Benjamin
President
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-10$57.31/sh+12,861$737,064→ 178,553 total
  • Sale

    Common Stock

    [F1][F2]
    2026-02-10$165.00/sh−12,861$2,122,078→ 165,692 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-10$169.48/sh−1,413$239,475→ 164,279 total
  • Award

    Common Stock

    [F4][F5][F6][F7]
    2026-02-10+10,921→ 175,200 total
  • Exercise/Conversion

    Employee Stock Option (right to buy) Holding

    [F8]
    2026-02-10−12,861→ 12,862 total
    Exercise: $57.31Exp: 2027-01-18→ Common Stock (12,861 underlying)
Footnotes (8)
  • [F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 3, 2025.
  • [F2]The price range for the aggregate amount sold by the direct holder is $165.00 - $165.06. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
  • [F3]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 9,424 shares, 3,141 shares were issued on February 10, 2026, of which 1,413 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 6,283 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.
  • [F4]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).
  • [F5]The common stock number referred in Table I is an aggregate number and represents 139,785 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 18,211 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.
  • [F6]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.
  • [F7]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.
  • [F8]These options are fully vested
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-12

Documents

1 file
  • 4
    ownership.xmlPrimary

    4