Surdykowski Andrew J 4
4 · Intercontinental Exchange, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Intercontinental Exchange (ICE) GC Andrew Surdykowski Receives Award
What Happened
Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, received 9,362 shares on February 3, 2026 in connection with the vesting of three-year TSR performance-based restricted stock units (TSR PSUs). Concurrently, 4,192 shares were withheld/disposed to satisfy tax withholding obligations at a reported per-share value of $173.18, totaling $725,971. The award is reported as an acquisition at $0.00 (award vesting).
Key Details
- Transactions: 2026-02-03 — Award/acquisition of 9,362 shares (code A, reported $0.00); withholding/disposal of 4,192 shares to satisfy taxes (code F) at $173.18 each for $725,971.
- Shares owned after transaction: Table I aggregate number includes 40,556 shares of common stock plus 3,141 unvested RSUs and 5,753 PSUs for which performance periods have been satisfied (see footnote F4). Beneficial ownership also includes 68 shares from the Employee Stock Purchase Plan (F2).
- Footnotes: Vesting and payout for these TSR PSUs were determined based on ICE’s stock performance through 12/31/2025 relative to the S&P 500 (F1). The withheld 4,192 shares represent shares of common stock underlying vested TSR PSUs used to satisfy tax withholding (F3).
- Timeliness: Filing shows a report period of 2026-02-03 and was filed 2026-02-05; no late filing flag is indicated.
Context
This was a vesting of performance-based RSUs (award), not an open-market sale. The disposal of shares was a tax-withholding action (routine cashless/withholding mechanism) rather than a market sale intended as diversification or a sentiment signal.
Insider Transaction Report
Form 4
Surdykowski Andrew J
General Counsel
Transactions
- Award
Common Stock
[F1][F2]2026-02-03+9,362→ 53,642 total - Tax Payment
Common Stock
[F3][F4][F5][F6]2026-02-03$173.18/sh−4,192$725,971→ 49,450 total
Footnotes (6)
- [F1]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.
- [F2]Amount of securities beneficially owned includes 68 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2025.
- [F3]Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
/s/ Octavia N. Spencer, Attorney-in-fact|2026-02-05