Intercontinental Exchange, Inc.·4

Feb 12, 4:42 PM ET

Williams Stuart Glen 4

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

Research Summary

AI-generated summary of this filing

Updated

ICE COO Stuart Glen Williams Receives RSU Award; 533 Shares Withheld

What Happened

  • Stuart Glen Williams, Chief Operating Officer of Intercontinental Exchange, Inc. (ICE), received an award of 5,915 restricted stock units (RSUs) on February 10, 2026 (reported Feb 12, 2026).
  • Also on February 10, 2026, 533 shares were disposed/withheld at $169.48 per share (total value $90,333) to satisfy tax withholding related to RSU issuance/vesting.

Key Details

  • Transaction date: 2026-02-10 (reported on Form 4 filed 2026-02-12).
  • Award: 5,915 RSUs granted (reported as acquisition, $0.00 per share). Vesting: vests over three years (1/3 each year) per footnote.
  • Tax withholding: 533 shares withheld/disposed at $169.48 → $90,333 withheld to cover taxes (transaction code F). These 533 shares were withheld from 1,196 shares issued on Feb 10, 2026 that were part of an earlier award.
  • Holdings reported (aggregate per filing): 13,204 shares of common stock; 8,309 unvested RSUs; 5,753 PSUs for which performance period has been satisfied.
  • Notable footnotes: F1 explains the 533-share withholding from vested RSUs; F2 describes the new RSU award and its 3-year vesting; F4–F5 note certain performance-based awards’ final payouts will be determined at future vesting dates.
  • Filing timeliness: Reported two days after the transactions (no late-filing indicator reported).

Context

  • This filing reflects an RSU award and routine tax withholding (cashless share withholding) rather than an open-market buy or sell. Withholding dispositions are standard when RSUs vest and do not necessarily signal an insider’s view on the stock.
  • RSU awards vest over time; only vested shares can be withheld/sold immediately, while the rest will vest in future anniversaries (and taxes will be withheld/reported at those times).

Insider Transaction Report

Form 4
Period: 2026-02-10
Williams Stuart Glen
Chief Operating Officer
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-02-10$169.48/sh533$90,33321,351 total
  • Award

    Common Stock

    [F2][F3][F4][F5]
    2026-02-10+5,91527,266 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 3,590 shares, 1,196 shares were issued on February 10, 2026, of which 533 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,394 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 13,204 shares of common stock and 8,309 unvested restricted stock units ("RSUs"), and 5,753 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

Documents

1 file
  • 4
    ownership.xmlPrimary

    4