Form 4: ICE CTO Mayur Kapani Reports Stock Vesting & Tax Withholding

Intercontinental Exchange's Chief Technology Officer, Mayur Kapani, reported the vesting of performance-based restricted stock units and subsequent tax-related share disposition.

Summary

• Mayur Kapani, Chief Technology Officer of Intercontinental Exchange, Inc. (ICE), reported transactions involving the company's common stock.
• On February 3, 2026, Kapani acquired 12,482 shares of common stock at a price of $0, stemming from the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 3, 2023.
• The payout for these TSR PSUs was determined by the Issuer's stock price through December 31, 2025, based on total shareholder return from January 1, 2023, through December 31, 2025, relative to the S&P 500.
• Concurrently, on February 3, 2026, Kapani disposed of 5,566 shares of common stock at a price of $173.18 per share. These shares were withheld to satisfy the Issuer's tax withholding obligations related to the vested TSR PSUs.
• Following these transactions, Kapani beneficially owns an aggregate of 72,225 shares of common stock.
• This beneficial ownership includes 69 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.
• The 72,225 shares comprise 59,302 shares of common stock, 4,487 unvested restricted stock units (RSUs), and 8,436 performance-based restricted stock units (PSUs) for which the performance period has been satisfied. The RSUs and PSUs vest over a three-year period, with 33.33% vesting each year.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The filing reports a routine insider transaction involving the vesting of compensation and subsequent tax withholding, which is a standard practice and does not indicate new positive or negative developments for the company.

Positives

• The vesting of 12,482 performance-based restricted stock units indicates that the company met its total shareholder return performance targets relative to the S&P 500 for the period ending December 31, 2025.
• The acquisition of 69 shares through the Employee Stock Purchase Plan demonstrates continued employee investment in the company.

Negatives

• A disposition of 5,566 shares occurred to cover tax withholding obligations, which is a standard practice but reduces the direct shareholding.

Future Outlook

Future vesting events are scheduled for other performance-based awards. The satisfaction of 2024 and 2025 TSR PSUs and EBITDA PSUs will be determined and reported in February 2027 and February 2028, respectively. Additionally, Deal Incentive Awards PSUs will be determined in December 2026, December 2027, and December 2028, subject to additional time-based vesting conditions and a subsequent one-year holding period.

Industry Context

StockSavvy.ai notes that insider transactions, such as the vesting of performance-based awards and subsequent tax-related share dispositions, are routine occurrences in publicly traded companies. These events are typically pre-scheduled and tied to compensation structures designed to align executive incentives with shareholder returns. They generally do not signal new strategic directions or operational changes for Intercontinental Exchange, Inc. unless they involve unusually large, unforced sales.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards aligns executive incentives with shareholder returns, as the payout was tied to total shareholder return relative to the S&P 500. The tax-related sale is a routine event and has minimal impact.
• Employees: The reporting person's participation in the Employee Stock Purchase Plan indicates continued employee investment in the company.

Next Steps

• Determination and reporting of 2024 TSR PSUs and EBITDA PSUs in February 2027.
• Determination and reporting of 2025 TSR PSUs and EBITDA PSUs in February 2028.
• Determination of Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to vesting and holding periods.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction involving the vesting of performance-based restricted stock units and subsequent tax withholding. Such events are typically pre-scheduled and do not reflect new fundamental information about the company's operations or future prospects, thus warranting a neutral 'hold' recommendation. Investors should focus on broader company performance and market trends rather than this standard compensation-related filing.

Keywords

Intercontinental Exchange, ICE, Mayur Kapani, Form 4, SEC filing, stock vesting, restricted stock units, performance stock units, insider transaction, CTO