Foley Douglas 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ICE SVP Douglas Withholds 429 Shares for Taxes
What Happened
- Douglas Foley, SVP, HR & Administration at Intercontinental Exchange (ICE), had 429 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 of $65,328 on February 17, 2026.
- This was a tax-withholding/settlement transaction (code F), not an open-market sale or purchase. Of 958 PSU shares issued that day, 429 were withheld for taxes; the remainder were issued to Foley.
Key Details
- Transaction date and price: Feb 17, 2026 — 429 shares withheld @ $152.28; total value ~$65,328.
- Shares/holdings after transaction (aggregate reported): 23,431 shares of common stock, plus 3,472 unvested RSUs and 959 PSUs for which the performance period has been satisfied (per filing aggregate disclosure).
- Vesting/timing notes: The PSUs at issue were performance-based RSUs granted Feb 12, 2024, with vesting over three years (1/3 on Feb 15, 2025; 1/3 on Feb 15, 2026; 1/3 on Feb 15, 2027). Of 2,875 PSUs total, 958 were issued Feb 17, 2026; 959 more are scheduled for issuance Feb 12, 2027 (taxes for that issuance will be withheld then). Additional PSU/TSR and Deal Incentive awards have separate future determination dates (see filing footnotes).
- Filing: Reported on Feb 19, 2026 for a Feb 17, 2026 transaction (filed within the typical Form 4 reporting window).
Context
- This is a routine tax-withholding event associated with vested equity awards (effectively a cashless withholding). It does not represent an open-market sale or purchase decision by the insider and should be interpreted as tax-settlement activity rather than a signal of sentiment.
Insider Transaction Report
Form 4
Foley Douglas
SVP, HR & Administration
Transactions
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-17$152.28/sh−429$65,328→ 27,862 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 2,875 shares, 958 were issued on February 17, 2026, of which 429 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 959 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 23,431 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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