Martin Lynn C 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ICE President Lynn C. Martin Sells 1,591 Shares (Tax Withholding)
What Happened Lynn C. Martin, President of the NYSE Group at Intercontinental Exchange (ICE), had 1,591 shares withheld (disposed) to satisfy tax withholding obligations related to vested performance-based restricted stock units. The shares were disposed on 2026-02-17 at $152.28 per share, generating approximately $242,277. This was a tax-withholding disposition (code F), not an open-market sale.
Key Details
- Transaction date: February 17, 2026; Price: $152.28; Shares withheld/disposed: 1,591; Proceeds: ~$242,277.
- Filing date: February 19, 2026 (Form 4 accession 0001193125-26-059902) — appears timely.
- Holdings reported (aggregate per filing): 54,854 shares of common stock, 9,805 unvested RSUs, and 3,116 performance-based RSUs for which the performance period has been satisfied.
- Footnote highlights: the withheld shares came from performance-based RSUs granted Feb 12, 2024 that vest one-third annually; 3,116 shares were issued on Feb 17, 2026 and 1,591 were withheld for taxes (F1/F2). Future PSU/RSU vesting and any additional withholding will be reported when those awards vest (F3/F4).
- Transaction code F = payment of exercise price or tax liability (i.e., withholding to cover taxes).
Context This is a routine tax-withholding event tied to the vesting of performance-based equity awards and does not represent an active decision to sell shares on the open market. Such withholdings are common when equity awards vest and generally do not signal personal market sentiment.
Insider Transaction Report
Form 4
Martin Lynn C
President, NYSE Group
Transactions
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-17$152.28/sh−1,591$242,277→ 67,775 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 9,348 shares, 3,116 were issued on February 17, 2026, of which 1,591 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,116 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 54,854 shares of common stock and 9,805 unvested restricted stock units ("RSUs"), and 3,116 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