Foley Douglas 4

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.