Kapani Mayur 4

What Happened Mayur Kapani, Chief Technology Officer of Intercontinental Exchange (ICE), received a grant of 5,915 restricted stock units (RSUs) on February 10, 2026 (acquired at $0). On the same date 668 shares were disposed/withheld to satisfy tax withholding at $169.48 per share, totaling $113,213. These 668 withheld shares came from vested RSUs issued from a prior award (issued Feb 10, 2026 from a 2025 grant).

Key Details

• Transaction date: February 10, 2026. Form filed Feb 12, 2026 (timely).
• Grant: 5,915 RSUs issued on Feb 10, 2026 (vests over three years; 1/3 each anniversary) — code A (award).
• Tax withholding/disposition: 668 shares withheld at $169.48 each, proceeds/withholding value = $113,213 — code F.
• Shares owned after transaction (per Table I): 60,129 common shares; 8,907 unvested RSUs; 8,436 performance-based RSUs (PSUs) for which the performance period has been satisfied.
• Notable footnotes:
  • The 668 shares were withheld from 1,495 shares issued on Feb 10, 2026 under a prior (Feb 10, 2025) RSU grant; remaining portions of those grants vest on future anniversaries.
  • Some PSUs’ final payouts (TSR and EBITDA metrics for 2024–2026) will be determined in future years and reported at vesting.
• Filing status: Timely filed (not late).

Context This filing reflects a routine equity award and tax-withholding event tied to executive RSU grants and vesting, not an open‑market sale or purchase. The RSU grants vest over multi-year schedules; withheld shares to cover taxes (code F) are common and do not necessarily indicate a change in insider sentiment. Performance-based awards (PSUs) referenced in the footnotes will be settled and reported when performance periods conclude.