=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-17
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
--- Reporting Owner ---
Name: Foley Douglas
CIK: 0001918894
Role: Officer (SVP, HR & Administration)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-02-17 | Code: F (Payment of exercise/tax)
Shares: -429 | Price: $152.28
Total Value: $65,328.12
Shares Owned After: 27,862 | Ownership: D (Direct)
Footnotes:
[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 2,875 shares, 958 were issued on February 17, 2026, of which 429 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 959 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] The common stock number referred in Table I is an aggregate number and represents 23,431 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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.
--- Footnotes (Complete Index) ---
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 2,875 shares, 958 were issued on February 17, 2026, of which 429 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 959 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: The common stock number referred in Table I is an aggregate number and represents 23,431 shares of common stock and 3,472 unvested restricted stock units ("RSUs"), and 959 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.
--- Signature ---
/s/ /s/ Octavia N. Spencer, Attorney-in-fact (2026-02-19)
