Intercontinental Exchange, Inc.·4

Feb 17, 4:30 PM ET

Jackson Benjamin 4

4 · Intercontinental Exchange, Inc. · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

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Intercontinental Exchange (ICE) President Benjamin Sells 3,876 Shares to Cover Taxes

What Happened
Jackson Benjamin, President of Intercontinental Exchange (ICE), had 3,876 shares withheld (treated as a disposition) on February 12, 2026 to satisfy the issuer's tax withholding obligation related to vested performance-based restricted stock units. The shares were valued at $151.99 each, for a total of $589,113. This withholding was part of the final tranche of a PSU award granted February 3, 2023.

Key Details

  • Transaction date: February 12, 2026; filing date: February 17, 2026 (timely; Feb 16 was a federal holiday).
  • Price per share: $151.99; total value of shares withheld: $589,113.
  • Transaction code: F — shares were withheld to satisfy tax withholding (not an open-market sale).
  • Award/vesting details (F1): 25,864 PSUs originally granted; 8,622 shares issued on Feb 12, 2026; 3,876 of those were withheld for taxes (the third and final tranche for this award).
  • Reported holdings (aggregate per filing, F2): 144,531 shares of common stock, plus 17,204 unvested RSUs and 9,589 PSUs for which the performance period has been satisfied.
  • Other performance awards (F3, F4): Additional TSR and EBITDA PSUs and Deal Incentive Awards have performance/vesting schedules extending into 2027–2029 and 2026–2028 and will be reported when satisfied/vested.

Context
This was a tax-withholding disposition tied to vesting of performance-based RSUs/PSUs — a routine administrative transaction rather than an intentional market sale or purchase. Retail investors should view it as the company withholding shares to meet tax obligations upon vesting, not as a directional insider trade signal.

Insider Transaction Report

Form 4
Period: 2026-02-12
Transactions
  • Tax Payment

    Common Stock

    [F1][F2][F3][F4]
    2026-02-12$151.99/sh3,876$589,113171,324 total
Footnotes (4)
  • [F1]Represents shares of performance based restricted stock units granted to the filing person on February 3, 2023. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 12, 2024, 1/3 on February 12, 2025 and 1/3 on February 12, 2026). Of the 25,864 shares, 8,622 were issued on February 12, 2026, of which 3,876 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.
  • [F2]The common stock number referred in Table I is an aggregate number and represents 144,531 shares of common stock and 17,204 unvested restricted stock units ("RSUs"), and 9,589 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.
  • [F3]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.
  • [F4]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|2026-02-16

Documents

1 file
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    ownership.xmlPrimary

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