Sprecher Jeffrey C 4
4 · Intercontinental Exchange, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
ICE CEO Jeffrey Sprecher Receives RSU Award; 4,049 Shares Withheld
What Happened
- Jeffrey C. Sprecher, CEO of Intercontinental Exchange (ICE), was issued 28,214 restricted stock units (RSUs) on February 10, 2026. As part of the issuance, 4,049 shares were withheld to satisfy tax-withholding obligations at $169.48 per share, a disposition valued at approximately $686,225. The RSU grants vest over multiple years per the company's award terms.
Key Details
- Transaction date: February 10, 2026 (reported Feb 12, 2026). Filing appears timely.
- Disposition (tax withholding): 4,049 shares withheld at $169.48 — proceeds/withholding ≈ $686,225 (code F).
- Acquisition (award): 28,214 RSUs issued @ $0 (code A).
- Shares/units reported after transaction: 1,089,075 shares of common stock, plus 46,016 unvested RSUs and 57,027 vested PSUs (aggregate shown in filing).
- Notable footnotes:
- F1/F2: Portions of the shares relate to RSUs granted in 2025 and 2026 that vest 1/3 each year on anniversary dates; 8,900 shares from a 2025 grant were issued on Feb 10, 2026 (4,049 withheld for taxes).
- F4/F5: Certain performance-based RSUs (TSR and EBITDA PSUs and Deal Incentive Awards) have future determination/vesting dates and will be reported when satisfied.
- F6/F7: Sprecher indirectly owns additional shares via CPEX (1,801,705 shares) and has indirect spouse-owned holdings; he disclaims beneficial ownership of some spouse-held shares.
Context
- This was primarily a non-cash compensation event (RSU award). The 4,049-share "sale" was a standard tax-withholding/settlement — not an open-market sell — commonly used to cover tax obligations when RSUs vest.
- RSU awards vest over time (typically 1/3 per year here), so future issuances and any associated withholding will be reported at vesting. Purchases would generally signal direct insider buying; this filing reflects compensation and routine withholding.
Insider Transaction Report
Form 4
Sprecher Jeffrey C
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-10$169.48/sh−4,049$686,225→ 1,163,904 total - Award
Common Stock
[F2][F3][F4][F5]2026-02-10+28,214→ 1,192,118 total
Holdings
- 1,801,705(indirect: CPEX)
Common Stock
[F6] - 81,570(indirect: By Spouse)
Common Stock
[F7]
Footnotes (7)
- [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 26,702 shares, 8,900 shares were issued on February 10, 2026, of which 4,049 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 17,802 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 1,089,075 shares of common stock and 46,016 unvested restricted stock units ("RSUs"), and 57,027 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.
- [F6]As previously reported, the reporting person also indirectly owns 1,801,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- [F7]As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-12