Martin Lynn C 4

What Happened

• Lynn C. Martin, President of the NYSE Group at Intercontinental Exchange (ICE), had 2,690 shares withheld to satisfy tax withholding obligations on vested performance-based restricted stock units (PSUs). The withholding occurred on Feb 12, 2026 at an effective share price of $151.99, for a value of $408,853. These PSUs were the third and final tranche from a Feb 3, 2023 grant.

Key Details

• Transaction date and price: 2026-02-12 at $151.99 per share.
• Shares withheld (disposition): 2,690 shares; value ~$408,853.
• Reported ownership after transaction (aggregate): 53,329 shares of common stock, plus 9,805 unvested RSUs and 6,232 PSUs for which the performance period has been satisfied (per filing).
• Footnotes of note:
  • F1: Withheld shares came from performance-based RSUs granted Feb 3, 2023; 5,269 shares issued on Feb 12, 2026 and 2,690 withheld for taxes (final tranche issued).
  • F3/F4: Other PSU awards tied to TSR and multi-year EBITDA will be determined and reported at future vesting dates (2027–2029); certain deal incentive awards vest later and may have holding periods.
• Filing: Form 4 filed on 2026-02-17 for a 2026-02-12 transaction (filed 5 days after the transaction), which is later than the typical two-business-day reporting window for officers.

Context

• This was a tax-withholding (F code) transaction tied to vested PSUs — a routine, non-open-market withholding rather than an outright sale. Such withholding is common when equity awards vest and does not necessarily indicate trading sentiment.