Form 4: ICE General Counsel Reports Routine Stock Transaction

Intercontinental Exchange General Counsel Andrew J. Surdykowski reported a routine stock transaction involving shares withheld for tax obligations upon the vesting of restricted stock units.

Summary

• Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), reported a transaction on February 17, 2026.
• 645 shares of common stock were disposed of (withheld) at a price of $152.28 per share to satisfy tax withholding obligations.
• These shares were part of performance-based restricted stock units granted on February 12, 2024, which vested after achieving certain 2024 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance targets.
• Following this transaction, Surdykowski beneficially owns 50,687 shares, comprising 43,513 shares of common stock, 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 original grant of 4,315 performance-based RSUs vests over three years: 1/3 on February 15, 2025, 1/3 on February 15, 2026, and 1/3 on February 15, 2027.
• 1,438 shares from this grant were issued on February 17, 2026, with 645 shares withheld for taxes.
• An additional 1,440 shares from this grant are scheduled for issuance on February 12, 2027, with taxes to be withheld and reported at that time.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive disclosure, as the vesting of performance-based awards signals the achievement of company performance targets, even though the transaction itself is routine tax-related.

Positives

• The vesting of performance-based restricted stock units indicates that Intercontinental Exchange achieved its pre-established 2024 EBITDA performance targets.

Future Outlook

Future vesting and issuance of remaining performance-based restricted stock units are scheduled for February 12, 2027. Additionally, the determination and reporting for various TSR PSUs, three-year EBITDA PSUs, and Deal Incentive Awards are anticipated between December 2026 and February 2029.

Industry Context

StockSavvy.ai notes that routine Form 4 filings, such as this one detailing tax withholding upon RSU vesting, are common across publicly traded companies, especially for executive compensation plans tied to performance metrics. This transaction reflects standard compensation practices within the financial services and exchange industry.

Stakeholder Impact

• Shareholders: Implies company performance targets were met, which is generally positive for shareholder value.
• Employees: Reflects standard executive compensation practices tied to company performance.

Next Steps

• Issuance of remaining 1,440 performance-based restricted stock units on February 12, 2027.
• Determination and reporting of 2024, 2025, and 2026 TSR PSUs and three-year EBITDA PSUs in February 2027, 2028, and 2029, respectively.
• Determination of 2024, 2025, and 2026 Deal Incentive Awards in December 2026, 2027, and 2028, respectively, subject to additional time-based vesting and a subsequent one-year holding period.

Key Dates

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Executive Compensation, Stock Withholding, EBITDA Targets