Namkung James W 4

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.