STOCK TITAN

ICE (NYSE: ICE) General Counsel trades options, sells stock and gifts shares

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

Rhea-AI Filing Summary

Intercontinental Exchange General Counsel Andrew J. Surdykowski reported a mix of option exercises, share sales, and a gift of stock. On February 26, 2026, he exercised 2,065 employee stock options, acquiring 2,065 shares of common stock at $57.3100 per share.

On the same date, he sold 3,099 shares of common stock at $161.7116 per share and 1,472 shares at $162.6222 per share in open-market transactions effected under a Rule 10b5-1 trading plan that became effective as of November 25, 2025. He also made a bona fide gift of 200 shares to a philanthropic organization.

After these transactions, his direct holdings reported in common stock-related awards totaled 47,981 shares, consisting of 40,807 shares of common stock, 5,734 unvested restricted stock units, and 1,440 performance-based restricted stock units. His directly held employee stock options totaled 6,194 options, which are fully vested.

Positive

  • None.

Negative

  • None.

Insights

Routine mix of option exercise, planned sales, and a charitable gift, with modest net share reduction.

The General Counsel of Intercontinental Exchange exercised 2,065 fully vested stock options and converted them into common shares, then sold a portion of his holdings in two tranches at prices around $161.71 and $162.62. These are typical equity compensation mechanics, not new awards.

The sales were executed under a pre-approved Rule 10b5-1 trading plan effective as of November 25, 2025, which automates transactions to reduce timing concerns. He also donated 200 shares as a bona fide gift to a philanthropic organization, while retaining 47,981 common stock-related shares and 6,194 vested options after the activity.

Overall, the filing shows a net-sell of 4,571 shares, combining exercises, open-market sales, and a gift. This appears as a routine, planned liquidity and diversification step by a senior executive, rather than a fundamental signal about company performance or prospects.

Insider Surdykowski Andrew J
Role General Counsel
Sold 4,571 shs ($741K)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) Holding 2,065 $0.00 --
Exercise Common Stock 2,065 $57.31 $118K
Sale Common Stock 3,099 $161.7116 $501K
Sale Common Stock 1,472 $162.6222 $239K
Gift Common Stock 200 $0.00 --
Holdings After Transaction: Employee Stock Option (right to buy) Holding — 6,194 shares (Direct); Common Stock — 52,752 shares (Direct)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 25, 2025. The price range for the aggregate amount sold by the direct holder is $161.37 - $162.22. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. The price range for the aggregate amount sold by the direct holder is $162.42 - $162.87. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. This transaction involved a gift of 200 shares of the issuer's common stock by the reporting person to a philanthropic organization. The common stock number referred in Table I is an aggregate number and represents 40,807 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. 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. 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. These options are fully vested.
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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).
X
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)
02/26/2026
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 02/26/2026 M 2,065(1) A $57.31 52,752 D
Common Stock 02/26/2026 S 3,099(1) D $161.7116(2) 49,653 D
Common Stock 02/26/2026 S 1,472(1) D $162.6222(3) 48,181 D
Common Stock 02/26/2026 G 200(4) D $0 47,981(5)(6)(7) 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
Employee Stock Option (right to buy) Holding $57.31 02/26/2026 M 2,065 (8) 01/18/2027 Common Stock 2,065 $0 6,194 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 25, 2025.
2. The price range for the aggregate amount sold by the direct holder is $161.37 - $162.22. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
3. The price range for the aggregate amount sold by the direct holder is $162.42 - $162.87. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
4. This transaction involved a gift of 200 shares of the issuer's common stock by the reporting person to a philanthropic organization.
5. The common stock number referred in Table I is an aggregate number and represents 40,807 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.
6. 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.
7. 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.
8. These options are fully vested.
/s/ Octavia N. Spencer, Attorney-in-fact 03/02/2026
** 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.

FAQ

What transactions did ICE General Counsel Andrew J. Surdykowski report on this Form 4?

He reported exercising 2,065 stock options, acquiring 2,065 shares of Intercontinental Exchange common stock, selling 3,099 and 1,472 shares in two open-market trades, and making a bona fide gift of 200 shares to a philanthropic organization, all on February 26, 2026.

Was the Intercontinental Exchange (ICE) insider stock sale under a Rule 10b5-1 plan?

Yes. The open-market sales of ICE common stock were executed pursuant to a Rule 10b5-1 trading plan that was approved and became effective as of November 25, 2025, indicating the trades followed a pre-arranged schedule rather than being discretionary market-timing decisions.

How many Intercontinental Exchange (ICE) shares did the General Counsel sell in this filing?

He sold 3,099 shares at an average price of $161.7116 per share and 1,472 shares at an average price of $162.6222 per share. In total, the reported open-market sales covered 4,571 shares of ICE common stock on February 26, 2026.

What are Andrew J. Surdykowski’s ICE holdings after the reported Form 4 transactions?

Following the transactions, his reported common stock-related holdings total 47,981 shares, made up of 40,807 shares of common stock, 5,734 unvested restricted stock units, and 1,440 performance-based restricted stock units, plus 6,194 fully vested employee stock options held directly.

Did the ICE General Counsel make any charitable gifts in this Form 4?

Yes. The filing discloses a bona fide gift of 200 shares of Intercontinental Exchange common stock to a philanthropic organization. This gift reduced his directly held common stock-related holdings while reflecting a charitable transfer rather than an open-market sale transaction.

What does the net share change look like for ICE’s General Counsel in this Form 4?

Combining the 2,065 shares acquired through option exercise with the 4,571 shares sold and the 200-share gift, the Form 4 summary shows a net-sell direction of 4,571 shares, reflecting more shares disposed than acquired during the reported transactions.