Intercontinental Exchange, Inc.·4

Feb 12, 4:41 PM ET

Surdykowski Andrew J 4

4 · Intercontinental Exchange, Inc. · Filed Feb 12, 2026

Research Summary

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ICE General Counsel Andrew Surdykowski Receives RSUs

What Happened
Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, received a grant/issuance of 3,640 restricted stock units (RSUs) on February 10, 2026 (reported Feb 12, 2026). To satisfy the issuer’s tax withholding obligation, 470 shares were withheld (disposition code F) at an indicated per-share value of $169.48, totaling about $79,656. The RSUs were reported as acquired at a $0.00 per-share purchase price (award).

Key Details

  • Transaction date(s): February 10, 2026; Form 4 filed February 12, 2026 (timely).
  • Award: 3,640 RSUs granted/issued (code A) — reported as acquired at $0.00.
  • Tax withholding: 470 shares withheld (code F) at $169.48/share = $79,656 withheld to cover taxes.
  • Reported holdings: filing notes aggregate beneficial holdings of 41,133 shares of common stock plus additional unvested RSUs and performance RSUs (see footnotes).
  • Vesting notes (footnotes): some of the issued RSUs vest over three years (1/3 each year); certain performance RSUs have separate performance/vesting schedules and will be reported at vesting.
  • This disposition was a tax-withholding event (not an open-market sale).

Context

  • This was an equity award vesting/tax-withholding transaction: RSUs were issued/vested and a portion of shares were withheld to satisfy tax obligations (cashless/tax-withholding mechanic), which is routine for RSU vesting and not a market sale.
  • No 10b5‑1 plan or late filing is indicated in the disclosure.
  • For retail investors: award receipts increase an executive’s equity alignment with the company; withheld shares to cover taxes are standard and do not by themselves indicate insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-10
Surdykowski Andrew J
General Counsel
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-02-10$169.48/sh470$79,65648,980 total
  • Award

    Common Stock

    [F2][F3][F4][F5]
    2026-02-10+3,64052,620 total
Footnotes (5)
  • [F1]Represents shares of restricted stock units issued to the filing person on February 10, 2025. The restricted stock units vest over three years (1/3 on February 10, 2026, 1/3 on February 10, 2027 and 1/3 on February 10, 2028). Of the 3,141 shares, 1,047 shares were issued on February 10, 2026, of which 470 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,094 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.
  • [F2]Represents restricted stock units issued to the filing person on February 10, 2026. This award of restricted stock units vests over three years (1/3 on each anniversary of the award date).
  • [F3]The common stock number referred in Table I is an aggregate number and represents 41,133 shares of common stock and 5,734 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.
  • [F4]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.
  • [F5]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|2026-02-12

Documents

1 file
  • 4
    ownership.xmlPrimary

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