Kapani Mayur 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ICE CTO Mayur Kapani Exercises Options, Sells Shares
What Happened
- Mayur Kapani, Chief Technology Officer of Intercontinental Exchange (ICE), exercised 5,347 derivative awards on Feb 18, 2026 (cost $57.31 per share; $306,437 total) and had multiple dispositions Feb 17–18, 2026. Dispositions include 1,028 shares withheld for tax ($156,544) and open-market sales of 4,519 shares at $154.49 ($698,120) and 10,694 shares at $155.25 ($1,660,227). Aggregate reported sale proceeds from those transactions total about $2.51M. One line reports a 5,347-share derivative disposition at $0 (conversion/reporting detail).
Key Details
- Transaction dates & prices: Feb 17–18, 2026 — tax withholding 1,028 @ $152.28; exercise 5,347 @ $57.31; open-market sales 4,519 @ $154.49 and 10,694 @ $155.25.
- Shares owned after transactions: beneficially owns 53,660 shares of common stock, plus 8,907 unvested RSUs and 2,302 performance-based RSUs (vesting over three years).
- Notable footnotes: 1,028 shares were withheld to cover tax withholding on PSUs; some awards were performance-based and vest over time (see footnotes). Feb 18 sales were effected under a Rule 10b5-1 trading plan. One derivative conversion line reports $0 value (reporting convention).
- Filing timeliness: Form 4 filed Feb 19, 2026 for transactions through Feb 18 — appears timely (no late filing indicated).
Context
- This was largely a sale event (routine liquidity and tax-withholding), combined with an options/derivative exercise. The filing shows an exercise (paying $57.31/share) and simultaneous/near-term dispositions (including shares withheld for taxes and open-market sales).
- Performance-based and time-based RSUs/PSUs remain subject to future vesting and performance tests and will be reported when they vest.
Insider Transaction Report
Form 4
Kapani Mayur
Chief Technology Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-17$152.28/sh−1,028$156,544→ 74,735 total - Exercise/Conversion
Common Stock
[F2]2026-02-18$57.31/sh+5,347$306,437→ 80,082 total - Sale
Common Stock
[F2][F3]2026-02-18$154.49/sh−4,519$698,120→ 75,563 total - Sale
Common Stock
[F2][F4][F5][F6][F7]2026-02-18$155.25/sh−10,694$1,660,227→ 64,869 total - Exercise/Conversion
Employee Stock Option (right to buy) Holding
[F8]2026-02-18−5,347→ 3,028 totalExercise: $57.31Exp: 2027-01-18→ Common Stock (5,347 underlying)
Footnotes (8)
- [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 6,904 shares, 2,302 were issued on February 17, 2026, of which 1,028 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,302 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]This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 6, 2025.
- [F3]The price range for the aggregate amount sold by the direct holder is $153.89 - $154.88. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- [F4]The price range for the aggregate amount sold by the direct holder is $154.89 - $155.84. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- [F5]The common stock number referred in Table I is an aggregate number and represents 53,660 shares of common stock and 8,907 unvested restricted stock units ("RSUs"), and 2,302 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.
- [F6]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.
- [F7]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.
- [F8]These options are fully vested.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-19