ICE (NYSE: ICE) GC reports 1,288-share tax-withholding stock move

Rhea-AI Filing Summary

Intercontinental Exchange General Counsel Andrew J. Surdykowski reported a tax-withholding disposition of 1,288 shares of common stock on February 12, 2026 at $151.99 per share. The shares were withheld to cover taxes on performance-based restricted stock units granted in February 2023 that vested in three annual tranches.

On that date, 2,875 shares from this award were issued, with 1,288 withheld for taxes and the final tranche now fully delivered. After the transaction, he beneficially owns 51,332 shares, including common stock, unvested restricted stock units, and performance-based units that continue to vest over a three-year schedule.

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

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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)
02/12/2026

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	02/12/2026		F		1,288(1)	D	$151.99	51,332(2)(3)(4)	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 of performance based restricted stock units granted to the filing person on February 3, 2023. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 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 12, 2024, 1/3 on February 12, 2025 and 1/3 on February 12, 2026). Of the 8,621 shares, 2,875 were issued on February 12, 2026, of which 1,288 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.

2. The common stock number referred in Table I is an aggregate number and represents 42,720 shares of common stock and 5,734 unvested restricted stock units ("RSUs"), and 2,878 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.

3. 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.

4. 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	02/16/2026
	** Signature of Reporting Person	Date
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FAQ

What does Intercontinental Exchange (ICE) General Counsel’s latest Form 4 report?

The filing shows ICE General Counsel Andrew J. Surdykowski settled tax obligations by disposing of 1,288 common shares on February 12, 2026. These shares were withheld automatically when performance-based restricted stock units vested from a prior equity award granted in February 2023.

How many Intercontinental Exchange (ICE) shares were withheld for taxes and at what price?

The Form 4 reports that 1,288 ICE common shares were disposed of at $151.99 per share to satisfy tax withholding. This disposition was coded as a tax-withholding transaction related to vesting performance-based restricted stock units, not an open-market sale by the executive.

What equity award triggered the tax-withholding transaction for ICE’s General Counsel?

The transaction stems from performance-based restricted stock units granted on February 3, 2023, tied to 2023 EBITDA performance versus pre-set targets. The units vest over three years, with one-third vesting each February from 2024 through 2026, completing with the February 12, 2026 tranche.

How many Intercontinental Exchange (ICE) shares does the General Counsel hold after this Form 4 transaction?

Following the February 12, 2026 tax-withholding disposition, the General Counsel beneficially owns 51,332 ICE shares. This aggregate includes 42,720 common shares, 5,734 unvested restricted stock units, and 2,878 performance-based restricted stock units for which the performance period has already been satisfied.

How do the ICE restricted stock units and performance stock units vest over time?

The reported RSUs and PSUs generally vest over three years, with 33.33% of the units vesting annually. Some performance-based awards depend on future total shareholder return and EBITDA results, with satisfaction and related share issuance determined between February 2027 and February 2029, or in December 2026–2028 for certain deal awards.

Are future Intercontinental Exchange (ICE) performance awards already reflected in this Form 4?

No, future performance-based awards such as 2024–2026 TSR PSUs and three-year EBITDA PSUs will only be determined and reported upon vesting. The filing notes these outcomes will be set in February 2027, February 2028, February 2029, and December 2026–2028 for designated deal incentive awards.