Surdykowski Andrew J 4
4 · Intercontinental Exchange, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
ICE GC Andrew Surdykowski Withholds 1,288 Shares for Taxes
What Happened
- Andrew J. Surdykowski, General Counsel of Intercontinental Exchange (ICE), had 1,288 shares withheld to satisfy tax withholding obligations on vested performance-based restricted stock units (PSUs). The withheld shares were valued at $151.99 each, totaling approximately $195,763. This was a tax-withholding disposition (transaction code F), not an open-market sale.
Key Details
- Transaction date and price: 2026-02-12 at $151.99 per share (1,288 shares; $195,763 total).
- Net shares issued on this tranche: 2,875 PSUs were issued on Feb 12, 2026; 1,288 were withheld for taxes, leaving 1,587 net shares delivered to the insider.
- Reported holdings (aggregate): 42,720 shares of common stock, plus 5,734 unvested RSUs and 2,878 PSUs for which the performance period has been satisfied (per filing footnote).
- Footnote context: These shares were the final tranche of PSUs granted Feb 3, 2023, that vested based on 2023 EBITDA performance (footnote F1). Other PSU/RSU awards have future performance/vesting schedules (footnotes F3–F4).
- Filing timeliness: Transaction occurred 2026-02-12; Form 4 filed 2026-02-17 (within the required two business days, accounting for the federal holiday).
Context
- This transaction is a routine net-share settlement for tax withholding following PSU vesting (cashless/net settlement), not an indication of a market sale or purchase intent. Payment-type code F denotes shares surrendered to satisfy tax liabilities rather than a discretionary sale.
Insider Transaction Report
Form 4
Surdykowski Andrew J
General Counsel
Transactions
- Tax Payment
Common Stock
[F1][F2][F3][F4]2026-02-12$151.99/sh−1,288$195,763→ 51,332 total
Footnotes (4)
- [F1]Represents shares of performance based restricted stock units granted to the filing person on February 3, 2023. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 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 12, 2024, 1/3 on February 12, 2025 and 1/3 on February 12, 2026). Of the 8,621 shares, 2,875 were issued on February 12, 2026, of which 1,288 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.
- [F2]The common stock number referred in Table I is an aggregate number and represents 42,720 shares of common stock and 5,734 unvested restricted stock units ("RSUs"), and 2,878 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.
- [F3]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.
- [F4]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|2026-02-16