Intercontinental Exchange, Inc.·4

Feb 24, 4:30 PM ET

Martin Lynn C 4

4 · Intercontinental Exchange, Inc. · Filed Feb 24, 2026

Research Summary

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ICE NYSE President Lynn C. Martin Sells Shares

What Happened
Lynn C. Martin, President of the NYSE Group at Intercontinental Exchange (ICE), sold a total of 13,456 shares in open-market transactions on February 20, 2026 for aggregate proceeds of approximately $2,070,406. The sales were: 2,963 shares at $153.11 ($453,654); 8,193 shares at $153.90 ($1,260,906); and 2,300 shares at $154.72 ($355,846). These were disposals (sales) reported on a Form 4 and were effected pursuant to a pre-established Rule 10b5-1 trading plan.

Key Details

  • Transaction date: February 20, 2026 (reported on Form 4 filed February 24, 2026; filing is within the required two business days).
  • Prices and proceeds: 2,963 @ $153.11 = $453,654; 8,193 @ $153.90 = $1,260,906; 2,300 @ $154.72 = $355,846; total ≈ $2.07M.
  • Shares owned after transactions (per filing footnote): 41,398 shares of common stock plus 9,805 unvested RSUs and 3,116 PSUs (aggregate 54,319 units; RSUs/PSUs subject to vesting rules).
  • Notable footnotes: F1 — trades were pursuant to a 10b5-1 plan effective May 29, 2025. F2–F4 — issuer provides price-range aggregates and will disclose exact allocation on request to the SEC or a security holder. F5–F7 — details on RSU/PSU composition and vesting/timing for performance-based awards.

Context
These were routine open-market sales executed under a pre-existing 10b5-1 plan, which typically indicate pre-planned dispositions rather than a spontaneous view on the stock. The filing shows holdings that include unvested restricted and performance-based units; the final satisfaction/vesting of some PSUs will be determined and reported in future vesting periods.

Insider Transaction Report

Form 4
Period: 2026-02-20
Martin Lynn C
President, NYSE Group
Transactions
  • Sale

    Common Stock

    [F1][F2]
    2026-02-20$153.11/sh2,963$453,65464,812 total
  • Sale

    Common Stock

    [F1][F3]
    2026-02-20$153.90/sh8,193$1,260,90656,619 total
  • Sale

    Common Stock

    [F1][F4][F5][F6][F7]
    2026-02-20$154.72/sh2,300$355,84654,319 total
Footnotes (7)
  • [F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of May 29, 2025.
  • [F2]The price range for the aggregate amount sold by the direct holder is $152.48 - $153.45. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
  • [F3]The price range for the aggregate amount sold by the direct holder is $153.52 - $154.51. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
  • [F4]The price range for the aggregate amount sold by the direct holder is $154.52 - $155.25. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
  • [F5]The common stock number referred in Table I is an aggregate number and represents 41,398 shares of common stock and 9,805 unvested restricted stock units ("RSUs"), and 3,116 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.
  • [F6]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.
  • [F7]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.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-24

Documents

1 file
  • 4
    ownership.xmlPrimary

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