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ICE (ICE) General Counsel reports PSU vesting and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Intercontinental Exchange General Counsel Andrew J. Surdykowski reported equity compensation activity. On February 3, 2026, he received 9,362 shares of common stock at $0 per share from the vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023. On the same date, 4,192 shares were withheld at $173.18 per share to cover tax withholding obligations, leaving him with 49,450 shares beneficially owned. This total reflects 40,556 shares of common stock, 3,141 unvested restricted stock units, and 5,753 performance-based restricted stock units whose performance conditions have been satisfied, all vesting over three years. The filing notes additional TSR and EBITDA performance-based awards for 2024 and 2025, and Deal Incentive Awards, with payouts to be determined between December 2026 and February 2028.

Positive

  • None.

Negative

  • None.
Insider Surdykowski Andrew J
Role General Counsel
Type Security Shares Price Value
Grant/Award Common Stock 9,362 $0.00 --
Tax Withholding Common Stock 4,192 $173.18 $726K
Holdings After Transaction: Common Stock — 53,642 shares (Direct)
Footnotes (1)
  1. Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on February 3, 2023. The payout for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2025 and was based on the total shareholder return from January 1, 2023 through December 31, 2025 relative to the S&P 500. Amount of securities beneficially owned includes 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations. The common stock number referred in Table I is an aggregate number and represents 40,556 shares of common stock and 3,141 unvested restricted stock units ("RSUs"), and 5,753 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. The satisfaction of the 2024 and 2025 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 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 and February 2028, respectively, and will be reported at the time of vesting. 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Surdykowski Andrew J
(Last) (First) (Middle)
5660 NEW NORTHSIDE DRIVE
(Street)
ATLANTA GA 30328
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/03/2026 A 9,362(1) A $0 53,642(2) D
Common Stock 02/03/2026 F 4,192(3) D $173.18 49,450(4)(5)(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on February 3, 2023. The payout for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2025 and was based on the total shareholder return from January 1, 2023 through December 31, 2025 relative to the S&P 500.
2. Amount of securities beneficially owned includes 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.
3. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
4. The common stock number referred in Table I is an aggregate number and represents 40,556 shares of common stock and 3,141 unvested restricted stock units ("RSUs"), and 5,753 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.
5. The satisfaction of the 2024 and 2025 TSR PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 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 and February 2028, respectively, and will be reported at the time of vesting.
6. 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.
/s/ Octavia N. Spencer, Attorney-in-fact 02/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did ICE General Counsel Andrew Surdykowski report in this Form 4 filing for ICE?

Andrew Surdykowski reported equity compensation activity, not an open-market trade. 9,362 ICE shares vested from performance-based stock units, and 4,192 shares were withheld to cover tax obligations, leaving him with 49,450 shares beneficially owned after these transactions.

How many Intercontinental Exchange (ICE) shares did the General Counsel acquire and at what price?

He acquired 9,362 ICE common shares at $0 per share. These shares came from the vesting of three-year total shareholder return performance-based restricted stock units granted on February 3, 2023, based on stock performance relative to the S&P 500 through December 31, 2025.

Why were 4,192 ICE shares withheld in Andrew Surdykowski’s February 2026 Form 4?

4,192 ICE shares were withheld to satisfy tax withholding obligations. These shares represented vested stock from performance-based units and were withheld at a price of $173.18 per share to cover the issuer’s required tax payments rather than being sold on the open market.

How many ICE shares does the General Counsel own after these transactions?

After the reported transactions, he beneficially owns 49,450 ICE shares. This aggregate includes 40,556 common shares, 3,141 unvested restricted stock units, and 5,753 performance-based restricted stock units with satisfied performance conditions, all subject to time-based vesting schedules.

Does this ICE Form 4 include employee stock purchase plan shares for Andrew Surdykowski?

Yes, his beneficial ownership includes shares from the employee stock purchase plan. The total reported holdings include 68 shares acquired under Intercontinental Exchange, Inc.’s Employee Stock Purchase Plan on December 31, 2025, in addition to vested and unvested equity awards.

What future performance-based equity awards for ICE are mentioned in this Form 4?

The filing references 2024 and 2025 TSR and EBITDA performance-based stock units. Payouts for these PSUs, and Deal Incentive Award units, will be determined between December 2026 and February 2028, with additional time-based vesting and potential one-year holding periods applying.