Sprecher Jeffrey C 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange CEO Jeffrey Sprecher Sells 279,937 Shares
What Happened
- Jeffrey C. Sprecher, CEO of Intercontinental Exchange (ICE), executed open-market sales of 279,937 shares on Feb 18, 2026 (129,937 shares and 150,000 shares) at $155.00 each, totaling about $43.39 million.
- He also exercised/converted derivative awards on Feb 18 to acquire 50,766 shares at $67.00 (≈ $3.40M) and 1,313 shares at $76.16 (≈ $0.10M). On Feb 17, 2026, 6,459 performance-based restricted shares were withheld to cover taxes ($983,577).
- Overall, the transactions involved exercises/conversions of awards, tax withholding, and planned open-market sales — primarily sales (routine liquidity), not an outright large buy.
Key Details
- Transaction dates & prices:
- Feb 17, 2026: 6,459 PSU shares withheld for tax at $152.28 (value ≈ $983,577). (F1)
- Feb 18, 2026: Exercised/converted 50,766 shares @ $67.00 (acquired, ≈ $3,401,322) and 1,313 shares @ $76.16 (acquired, ≈ $99,998). (M)
- Feb 18, 2026: Sold 129,937 shares @ $155.00 (≈ $20,139,819) and 150,000 shares @ $155.00 (≈ $23,249,520). (S)
- Shares owned after filing: beneficial ownership reported as 1,034,643 shares of common stock, plus 46,016 unvested RSUs and 14,264 PSUs (performance period satisfied for those PSUs). (F3)
- Additional indirect holdings: indirectly owns 1,651,705 shares through CPEX; spouse-owned shares reported (81,570) for which he disclaims beneficial ownership. (F6, F7)
- Sales were effected under a Rule 10b5-1 trading plan approved May 30, 2025. (F2)
- Filing date: Form 4 filed Feb 19, 2026 for trades on Feb 17–18, 2026 — appears timely (no late filing indicated).
Context
- These transactions combined option/executive award exercises and open-market sales. The exercises acquired shares at set prices and shares were then sold in the open market (a common cashless exercise/liquidity pattern).
- Tax withholding of PSU shares is routine when awards vest and does not imply a separate market view.
- Sales under a pre-established 10b5-1 plan are scheduled trades and are typically considered routine liquidity rather than ad-hoc insider timing.
(Notes: Transaction codes — M = exercise/conversion of derivative; S = open-market sale; F = payment of tax/withholding. Footnotes referenced above are from the Form 4.)
Insider Transaction Report
Form 4
Sprecher Jeffrey C
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-17$152.28/sh−6,459$983,577→ 1,172,781 total - Exercise/Conversion
Common Stock
[F2]2026-02-18$67.00/sh+50,766$3,401,322→ 1,223,547 total - Exercise/Conversion
Common Stock
2026-02-18$76.16/sh+1,313$99,998→ 1,224,860 total - Sale
Common Stock
[F2][F3][F4][F5]2026-02-18$155.00/sh−129,937$20,139,819→ 1,094,923 total - Sale
Common Stock
[F2][F6]2026-02-18$155.00/sh−150,000$23,249,520→ 1,651,705 total(indirect: CPEX) - Exercise/Conversion
Employee Stock Option (right to buy) Holding
[F8]2026-02-18−50,766→ 101,533 totalExercise: $67.00Exp: 2028-02-08→ Common Stock (50,766 underlying) - Exercise/Conversion
Employee Stock Option (right to buy) Holding
[F8]2026-02-18−1,313→ 137,845 totalExercise: $76.16Exp: 2029-02-08→ Common Stock (1,313 underlying)
Holdings
- 81,570(indirect: By Spouse)
Common Stock
[F7]
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 42,792 shares, 14,264 were issued on February 17, 2026, of which 6,459 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 14,264 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 May 30, 2025.
- [F3]The common stock number referred in Table I is an aggregate number and represents 1,034,643 shares of common stock and 46,016 unvested restricted stock units ("RSUs"), and 14,264 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.
- [F4]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.
- [F5]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.
- [F6]As previously reported, the reporting person also indirectly owns 1,651,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- [F7]As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- [F8]These options are fully vested.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-19