Edmonds Christopher Scott 4

4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026

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ICE (Intercontinental Exchange) President Christopher Edmonds Withholds 1,093 Shares for Taxes

What Happened
Christopher Edmonds, President, Fixed Income & Data at Intercontinental Exchange (ICE), had 1,093 shares withheld to satisfy tax withholding related to the vesting of performance‑based restricted stock units (PSUs). The shares were valued at $152.28 each for a total value of $166,442. This was a tax withholding (code F), not an open‑market sale.

Key Details

  • Transaction date and price: February 17, 2026; 1,093 shares withheld at $152.28/share (total $166,442).
  • Shares owned after transaction: Filing reports beneficial ownership of 13,965 shares of common stock, plus 9,206 unvested RSUs and 2,398 PSUs (performance period satisfied) per footnote F2.
  • Footnote on award: The withheld shares come from PSUs granted Feb 12, 2024. Of 7,191 PSUs, 2,397 were issued Feb 17, 2026, with 1,093 withheld for taxes; remaining PSUs (2,398) are scheduled for issuance Feb 12, 2027 (F1).
  • Other footnotes: Additional RSUs/PSUs vest over a three‑year schedule (33.33% per year); determination of certain TSR and multi‑year EBITDA PSU payouts will occur in future years (F3, F4).
  • Filing timeliness: Reported on Feb 19, 2026 for a Feb 17, 2026 transaction—filed within the normal Form 4 reporting window (not marked late).

Context
This was a routine tax‑withholding transaction tied to PSU vesting (a common cashless withholding method) and does not represent an open‑market sale or purchase decision by the insider. Remaining PSUs and other performance awards may vest or be determined in future reporting periods.

Insider Transaction Report

Form 4
Period: 2026-02-17
Edmonds Christopher Scott
President, Fixed Income & Data
Transactions
  • Tax Payment

    Common Stock

    [F1][F2][F3][F4]
    2026-02-17$152.28/sh1,093$166,44225,569 total
Footnotes (4)
  • [F1]Represents shares of performance based restricted stock units granted to the filing person on February 12, 2024. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2024 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 15, 2025, 1/3 on February 15, 2026 and 1/3 on February 15, 2027). Of the 7,191 shares, 2,397 were issued on February 17, 2026, of which 1,093 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,398 shares are scheduled to be issued on February 12, 2027 and taxes for this future issuance will be withheld and reported at the time the shares are issued.
  • [F2]The common stock number referred in Table I is an aggregate number and represents 13,965 shares of common stock and 9,206 unvested restricted stock units ("RSUs"), and 2,398 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|2026-02-19

Documents

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    ownership.xmlPrimary

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