Gardiner Warren 4

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.