Gardiner Warren 4

What Happened

• Gardiner Warren, Chief Financial Officer of Intercontinental Exchange (ICE), had 968 shares withheld to satisfy tax withholding obligations related to performance-based restricted stock units (PSUs) that vested. The withholding was reported as a disposition (code F) on Feb 17, 2026 at $152.28 per share, for a total value of $147,407.
• This was not an open-market sale or a purchase by the insider but a routine tax withholding upon issuance of vested equity awards. Of 6,472 PSUs originally referenced, 2,157 shares were issued on Feb 17, 2026 and 968 of those were withheld for taxes.

Key Details

• Transaction date and price: Feb 17, 2026 — 968 shares at $152.28 (total $147,407).
• Shares/units reported after transaction: filing references an aggregate holding of 17,894 shares of common stock, 10,117 unvested RSUs, and 2,158 PSUs for which the performance period has been satisfied (per footnote F2).
• Footnotes: F1 explains the withholding related to performance-based RSUs granted Feb 12, 2024; vesting occurs over three years (one-third each year). Of the 6,472 PSUs, 2,157 were issued Feb 17, 2026; 968 withheld for taxes. Remaining PSUs scheduled for future issuance and withholding as noted in F1–F4.
• Filing timeliness: Form 4 filed Feb 19, 2026 for a Feb 17 transaction (filed within the standard reporting window).

Context

• Code F transactions indicate shares were surrendered/withheld to satisfy tax obligations on vested equity awards — a routine administrative step, not an indicator of a discretionary sale or purchase decision.
• The filing notes additional performance- and time-based vesting schedules for other PSUs and RSUs (future vesting and reporting will occur when those awards vest).