King Elizabeth Kathryn 4
4 · Intercontinental Exchange, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ICE Global Head of Clearing King Elizabeth Kathryn Withholds 575 Shares
What Happened
King Elizabeth Kathryn, Global Head of Clearing & Chief Risk Officer at Intercontinental Exchange (ICE), had 1,438 performance-based restricted shares issued on Feb 17, 2026 following satisfaction of performance conditions; 575 of those shares were withheld to cover tax withholding obligations (transaction code F) at $152.28 per share, a value of $87,561. This was not an open-market sale but a tax-withholding disposition tied to vesting of PSUs.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely filing).
- Withheld shares: 575 shares withheld at $152.28 per share; total withheld value $87,561.
- Issued shares on that date: 1,438 PSUs issued, of which 575 were withheld; net shares delivered = 863.
- Holdings reported (aggregate): 16,479 shares of common stock, 5,734 unvested RSUs, and 1,440 performance-based RSUs for which performance period has been satisfied (per filing footnote).
- Footnotes: These shares came from a PSU grant dated Feb 12, 2024 that vests 1/3 each year (Feb 15, 2025; Feb 15, 2026; Feb 15, 2027). Remaining 1,440 shares are scheduled to be issued Feb 12, 2027 with taxes withheld at issuance. Other multi-year PSU/TRS awards’ final payouts will be determined in 2027–2029.
Context
This was a tax-withholding action (cashless withholding) related to vested performance awards, not an active sale on the open market; such withholding is routine and doesn’t necessarily signal a change in insider sentiment. The underlying PSUs vest subject to EBITDA and TSR performance metrics, with final determinations for some awards occurring in future years.
Insider Transaction Report
- Tax Payment
Common Stock Holding
[F1][F2][F3]2026-02-17$152.28/sh−575$87,561→ 23,653 total
Footnotes (3)
- [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 4,315 shares, 1,438 were issued on February 17, 2026, of which 575 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,440 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 16,479 shares of common stock and 5,734 unvested restricted stock units ("RSUs"), and 1,440 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.