Gardiner Warren 4

What Happened

• Gardiner Warren, Chief Financial Officer of Intercontinental Exchange, had 1,505 shares withheld on February 12, 2026 to satisfy tax withholding related to the vesting of performance-based restricted stock units (PSUs). The withheld shares were valued at $151.99 each, totaling $228,745.
• This withholding was part of the final tranche of a PSU award granted February 3, 2023; 3,353 shares were issued on February 12, 2026 and 1,505 of those were withheld for taxes. This is a tax-withholding disposition (code F), not an open-market sale.

Key Details

• Transaction date and price: 2026-02-12; 1,505 shares at $151.99 per share; total value $228,745.
• Shares reported after transaction (per filing footnote): aggregate holdings referenced as 16,705 shares of common stock, 10,117 unvested RSUs, and 4,315 PSUs for which the performance period has been satisfied.
• Relevant footnotes: F1 describes the 2023 PSU grant and that the third/final tranche was issued on 2/12/2026 with 1,505 shares withheld for tax; F2–F4 describe other RSU/PSU schedules and future performance determinations.
• Timeliness: The Form 4 was filed 2026-02-17 for a 2026-02-12 transaction (filed late). Late filings are typically corrective disclosures to bring reporting current.

Context

• This was a routine tax-withholding event on vested equity (transaction code F). Withheld shares to cover taxes are common and do not necessarily indicate a change in the insider’s view of the company, unlike open-market purchases or discretionary sales.
• The award vests over three annual tranches (1/3 each year); this filing reflects the final tranche from the 2023 grant. Future PSU outcomes tied to separate performance periods will be reported when determined.