Sprecher Jeffrey C 4

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.