Sprecher Jeffrey C 4

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.)