Surdykowski Andrew J 4

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.