Namkung James W 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) James Namkung (CAO) Sells 257 Shares
What Happened
- James W. Namkung, Chief Accounting Officer of Intercontinental Exchange (ICE), had 257 shares withheld to satisfy tax withholding related to the vesting of performance-based restricted stock units (PSUs). The withholding was reported as a disposition at $152.28 per share, totaling approximately $39,136.
- This transaction is a tax-withholding disposition (code F) tied to PSU vesting—not an open-market sale.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (filed within the typical 2-business-day window).
- Price and value: 257 shares withheld at $152.28 per share; total ~ $39,136.
- Shares/units after transaction: Form reports an aggregate holding of 13,501 shares of common stock, plus 2,354 unvested RSUs and 576 PSUs for which the performance period has been satisfied (these RSUs/PSUs vest over three years, ~33.33% per year).
- Footnote on vesting: The 257 withheld shares came from a 1,725-share PSU award (granted Feb 12, 2024) of which 575 shares vested/issued on Feb 17, 2026; 257 of those were withheld for taxes and 318 were delivered. An additional 576 shares from that PSU award are scheduled for issuance Feb 12, 2027 (taxes to be withheld at issuance).
- Other performance awards: Vesting and share counts for TSR and other multi-year PSUs (2024–2026 cycles) will be determined and reported at future vesting dates per footnotes.
Context
- Tax-withholding dispositions are routine when equity awards vest and do not necessarily indicate an intent to sell shares on the open market. This was effectively a cashless tax withholding to cover the employee’s tax obligation on vested PSUs.
- The filing documents other outstanding time- and performance-based awards that may vest in future years and will be reported when they do.
Insider Transaction Report
Form 4
Namkung James W
Chief Accounting Officer
Transactions
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-17$152.28/sh−257$39,136→ 16,431 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 1,725 shares, 575 were issued on February 17, 2026, of which 257 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 576 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 13,501 shares of common stock and 2,354 unvested restricted stock units ("RSUs"), and 576 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