STOCK TITAN

ICE Insider Trades: Surdykowski 10b5-1 Purchase and Sale Reported

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

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. (ICE) Director and General Counsel Andrew J. Surdykowski reported insider transactions dated 08/26/2025 executed under a Rule 10b5-1 trading plan. The filing shows a purchase of 1,770 shares at $50.01 and a sale of 3,850 shares at $178.33. After these transactions the report lists 46,293 shares beneficially owned. Reported holdings include 37,399 common shares, 3,141 unvested RSUs and 5,753 performance-based RSUs with performance periods noted for future determination. The filing also discloses 83 shares from the Employee Stock Purchase Plan and fully vested employee stock options for 1,770 shares.

Positive

  • Transactions executed under a Rule 10b5-1 plan indicating pre-established trading authorization
  • Detailed disclosure of holdings including breakdown of common shares, RSUs, PSUs, ESPP shares, and vested options
  • Vesting schedules and PSU determination timing disclosed for future transparency

Negative

  • Net decrease in reported beneficial ownership after transactions (sale of 3,850 shares versus purchase of 1,770 shares)
  • Several performance-based awards have outcomes not yet determined, leaving part of ownership contingent on future results

Insights

TL;DR: Insider executed both purchase and sale under a 10b5-1 plan, leaving a net reduction in reported holdings.

The simultaneous purchase of 1,770 shares at $50.01 and sale of 3,850 shares at $178.33 on the same date is recorded as part of an established Rule 10b5-1 plan, which reduces ambiguity about intent. The filing quantifies current beneficial ownership at 46,293 shares and highlights multiple equity components: unrestricted shares, unvested RSUs (3,141), and vested performance RSUs (5,753) subject to future determinations. The presence of vested options (1,770) and ESPP participation (83 shares) show routine executive equity compensation activity rather than an isolated one-off trade.

TL;DR: Disclosure aligns with governance best practices via 10b5-1 plan use and detailed vesting disclosures.

The report explicitly notes the transactions were effected under a 10b5-1 trading plan effective November 20, 2024, and provides clear breakdowns of stock types and vesting schedules. It discloses timing for PSU determinations and Deal Incentive Award vesting windows, which supports transparency for shareholders reviewing insider activity and executive compensation realization. No amendments or corrections are indicated.

Insider Surdykowski Andrew J
Role General Counsel
Sold 3,850 shs ($687K)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) Holding 1,770 $0.00 --
Exercise Common Stock 1,770 $50.01 $89K
Sale Common Stock 3,850 $178.33 $687K
Holdings After Transaction: Employee Stock Option (right to buy) Holding — 1,770 shares (Direct); Common Stock — 50,143 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 20, 2024. Amount of securities beneficially owned includes 83 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025. The common stock number referred in Table I is an aggregate number and represents 37,399 shares of common stock, 3,141 unvested restricted stock units ("RSUs"), and 5,753 unvested 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 2023, 2024 and 2025 three-year total shareholder return PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 three-year 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. These options are fully vested.
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)
08/26/2025
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 08/26/2025 M 1,770(1) A $50.01 50,143(2) D
Common Stock 08/26/2025 S 3,850(1) D $178.33 46,293(3)(4)(5) 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 $50.01 08/26/2025 M 1,770 (6) 01/14/2026 Common Stock 1,770 $0 1,770 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 20, 2024.
2. Amount of securities beneficially owned includes 83 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2025.
3. The common stock number referred in Table I is an aggregate number and represents 37,399 shares of common stock, 3,141 unvested restricted stock units ("RSUs"), and 5,753 unvested 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.
4. The satisfaction of the 2023, 2024 and 2025 three-year total shareholder return PSUs and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026, February 2027 and February 2028, respectively, and will be reported at the time of vesting. The satisfaction of the 2024 and 2025 three-year 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.
5. 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.
6. These options are fully vested.
/s/ Octavia N. Spencer, Attorney-in-fact 08/28/2025
** 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 trades did Andrew J. Surdykowski report on Form 4 for ICE?

The Form 4 reports a purchase of 1,770 shares at $50.01 and a sale of 3,850 shares at $178.33, both dated 08/26/2025.

Were the transactions executed under a Rule 10b5-1 plan?

Yes; the filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan approved and effective November 20, 2024.

How many ICE shares does the reporting person beneficially own after these transactions?

The Form 4 shows 46,293 shares beneficially owned following the reported transactions.

Does the filing disclose unvested or performance-based awards?

Yes; it discloses 3,141 unvested RSUs and 5,753 unvested performance-based RSUs for which the performance period has been satisfied, plus additional PSUs and Deal Incentive Awards with future determination dates.

Are any stock options mentioned in the filing?

Yes; the filing shows employee stock options for 1,770 shares that are fully vested.