Sprecher Jeffrey C 4
4 · Intercontinental Exchange, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
ICE CEO Jeffrey Sprecher Withholds 12,878 Shares for Taxes
What Happened
Jeffrey C. Sprecher, CEO of Intercontinental Exchange (ICE), had 12,878 shares withheld to satisfy tax withholding on performance-based restricted stock units that vested on February 12, 2026. The withheld shares were recorded as a disposition at $151.99 per share, totaling $1,957,327. Of the 85,496 PSUs granted Feb 3, 2023, the third and final tranche of 28,499 shares was issued on Feb 12, 2026, and 12,878 of those were withheld for taxes (net issued to Sprecher: 15,621 shares).
Key Details
- Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filed late by one business day).
- Transaction code: F (payment of exercise price or tax liability — tax withholding on vested awards).
- Withheld/disposed: 12,878 shares at $151.99 each = $1,957,327. Total shares issued in this tranche: 28,499.
- Reported beneficial ownership (per filing): 1,104,696 shares of common stock, plus 46,016 unvested RSUs and 28,528 PSUs for which the performance period has been satisfied (see footnotes).
- Indirect holdings: filing discloses 1,801,705 shares held by CPEX (Sprecher owns 100% of CPEX) and 81,570 shares held by his spouse (disclaimed beneficial ownership).
- Footnotes: these were performance-based RSUs granted 2/3/2023 with vesting conditioned on 2023 EBITDA targets; this was the third/final tranche. Other PSU awards with later performance periods will be reported when they vest.
Context
This was a tax-withholding disposition tied to the vesting of performance-based equity — a routine administrative transaction that should not be read as a market buy/sell signal. The filing was submitted one business day after the two-business-day Form 4 deadline, which is noted in the filing.
Insider Transaction Report
Form 4
Sprecher Jeffrey C
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-12$151.99/sh−12,878$1,957,327→ 1,179,240 total
Holdings
- 1,801,705(indirect: CPEX)
Common Stock
[F5] - 81,570(indirect: By Spouse)
Common Stock
[F6]
Footnotes (6)
- [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 85,496 shares, 28,499 were issued on February 12, 2026, of which 12,878 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 1,104,696 shares of common stock and 46,016 unvested restricted stock units ("RSUs"), and 28,528 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.
- [F5]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.
- [F6]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|2026-02-16