Foley Douglas 4
4 · Intercontinental Exchange, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) SVP Douglas Foley Pays Tax Withholding — 643 Shares
What Happened Douglas Foley, Senior Vice President, HR & Administration at Intercontinental Exchange (ICE), had 643 shares withheld on February 12, 2026 to satisfy the issuer's tax withholding obligation related to vested performance-based restricted stock units (PSUs). The withheld shares were valued at $151.99 each, totaling approximately $97,730. This was not an open-market sale or purchase by Foley but a routine tax-withholding event tied to the vesting of equity awards.
Key Details
- Transaction date and price: Feb 12, 2026 — 643 shares withheld at $151.99 per share (total ~$97,730). (Transaction code F = tax/withholding.)
- Vesting detail: These shares were part of a performance-based RSU award granted Feb 3, 2023 (4,309 PSUs total). 1,437 shares were issued on Feb 12, 2026 and 643 of those were withheld for taxes; this was the third and final tranche for that award (see footnote F1).
- Holdings after transaction: Filing reports aggregate beneficial ownership of 22,902 shares of common stock, plus 3,472 unvested RSUs and 1,917 PSUs for which the performance period has been satisfied (per filing footnote F2).
- Filing timing: Form 4 filed Feb 17, 2026 for the Feb 12, 2026 transaction — appears to be filed one business day after the typical two-business-day Form 4 deadline.
Context This was a tax-withholding (cashless) transaction tied to the vesting of performance-based equity, not a discretionary sale. Withheld shares to cover taxes are routine and do not necessarily signal insider sentiment about the company.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-12$151.99/sh−643$97,730→ 28,291 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 4,309 shares, 1,437 were issued on February 12, 2026, of which 643 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 22,902 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 1,917 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.