King Elizabeth Kathryn 4

What Happened
King Elizabeth Kathryn, Global Head of Clearing & Chief Risk Officer at Intercontinental Exchange (ICE), had 1,438 performance-based restricted shares issued on Feb 17, 2026 following satisfaction of performance conditions; 575 of those shares were withheld to cover tax withholding obligations (transaction code F) at $152.28 per share, a value of $87,561. This was not an open-market sale but a tax-withholding disposition tied to vesting of PSUs.

Key Details

• Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely filing).
• Withheld shares: 575 shares withheld at $152.28 per share; total withheld value $87,561.
• Issued shares on that date: 1,438 PSUs issued, of which 575 were withheld; net shares delivered = 863.
• Holdings reported (aggregate): 16,479 shares of common stock, 5,734 unvested RSUs, and 1,440 performance-based RSUs for which performance period has been satisfied (per filing footnote).
• Footnotes: These shares came from a PSU grant dated Feb 12, 2024 that vests 1/3 each year (Feb 15, 2025; Feb 15, 2026; Feb 15, 2027). Remaining 1,440 shares are scheduled to be issued Feb 12, 2027 with taxes withheld at issuance. Other multi-year PSU/TRS awards’ final payouts will be determined in 2027–2029.

Context
This was a tax-withholding action (cashless withholding) related to vested performance awards, not an active sale on the open market; such withholding is routine and doesn’t necessarily signal a change in insider sentiment. The underlying PSUs vest subject to EBITDA and TSR performance metrics, with final determinations for some awards occurring in future years.