ICE (NYSE: ICE) General Counsel has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Intercontinental Exchange General Counsel reports tax-related share withholding. Andrew J. Surdykowski had 645 shares of common stock withheld at $152.28 per share on February 17, 2026 to satisfy tax obligations from vested performance-based restricted stock units granted on February 12, 2024.

Those units vest over three years, with portions vesting in 2025, 2026 and 2027. After this withholding transaction, his aggregate direct holdings reported in the form total 50,687 shares, including common stock and unvested restricted stock units and performance-based units.

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)
02/17/2026

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	02/17/2026		F		645(1)	D	$152.28	50,687(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 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 645 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.

2. The common stock number referred in Table I is an aggregate number and represents 43,513 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.

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	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ICE (ICE) General Counsel Andrew Surdykowski report in this Form 4?

Andrew Surdykowski reported a tax-withholding disposition of 645 shares of Intercontinental Exchange common stock. The shares were withheld upon vesting of performance-based restricted stock units tied to 2024 EBITDA targets, rather than sold in an open-market transaction.

How many ICE (ICE) shares were withheld and at what price?

A total of 645 shares of Intercontinental Exchange common stock were withheld at $152.28 per share. This withholding was used to satisfy the issuer’s tax withholding obligation related to vesting performance-based restricted stock units granted in February 2024.

Is the ICE (ICE) Form 4 transaction an open-market sale by the General Counsel?

The transaction is not an open-market sale. It is coded “F,” indicating shares were withheld by the issuer to cover tax liabilities arising from vested performance-based restricted stock units, rather than discretionary selling by the General Counsel in the public market.

What equity awards underlie this ICE (ICE) tax-withholding transaction?

The transaction relates to performance-based restricted stock units granted on February 12, 2024. Of 4,315 units, 1,438 shares were issued on February 17, 2026; 645 of those issued shares were withheld to satisfy the issuer’s tax withholding obligation associated with the vesting.

What are Andrew Surdykowski’s reported ICE (ICE) holdings after this transaction?

Following the tax-withholding disposition, the aggregate number reported is 50,687. This figure includes 43,513 shares of common stock and 7,174 restricted stock and performance-based units that vest over three years, with 33.33% of those units vesting each year.

How do the ICE (ICE) performance-based and time-based units vest over time?

The restricted stock units and performance-based units generally vest over three years, with 33.33% vesting each year. Certain performance-based awards depend on EBITDA or total shareholder return outcomes, with satisfaction and share issuance determined and reported at future dates specified in the awards.