Gardiner Warren 4
4 · Intercontinental Exchange, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) CFO Gardiner Warren Sells 2,490 Shares
What Happened
Gardiner Warren, Chief Financial Officer of Intercontinental Exchange (ICE), disposed of 2,490 shares on February 19, 2026 in an open-market sale at $154.00 per share, for a total proceeds of approximately $383,460. The sale was executed pursuant to a pre-established Rule 10b5-1 trading plan.
Key Details
- Transaction date and price: Feb 19, 2026 — 2,490 shares sold at $154.00 each. Total value ≈ $383,460. (Transaction code: S = Sale)
- Plan: Transaction effected under a Rule 10b5-1 plan approved and effective June 9, 2025 (Footnote F1).
- Holdings reported in the filing: the filing’s aggregate ownership reference includes 15,404 shares of common stock, 10,117 unvested RSUs and 2,158 PSUs for which the performance period has been satisfied (Footnote F2). RSUs and PSUs vest over three years (33.33% per year).
- Additional award timing: satisfaction and share issuance for certain TSR and EBITDA PSUs from 2024–2026 will be determined and reported at vesting (Feb 2027–2029); Deal Incentive Award PSUs are determined Dec 2026–2028 and may have additional time-based vesting and a possible one-year holding period (Footnotes F3–F4).
- Filing timeliness: Reported on Form 4 filed Feb 20, 2026 for a Feb 19, 2026 transaction (appears timely).
Context
Because the sale was executed under a Rule 10b5-1 trading plan, it was a pre-arranged transaction and is commonly considered routine rather than a discretionary, on-the-spot insider sale. Sales do not necessarily signal negative views by insiders; purchases are typically more informative about insider sentiment. The filing also shows significant unvested equity awards that will vest over time and some performance-based awards whose final share counts will be determined in future years.
Insider Transaction Report
- Sale
Common Stock
[F1][F2][F3][F4]2026-02-19$154.00/sh−2,490$383,460→ 27,679 total
Footnotes (4)
- [F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of June 9, 2025.
- [F2]The common stock number referred in Table I is an aggregate number and represents 15,404 shares of common stock and 10,117 unvested restricted stock units ("RSUs"), and 2,158 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.