Form 4: ICE General Counsel Reports Vesting of Performance-Based Stock Units

Intercontinental Exchange's General Counsel, Andrew J. Surdykowski, reported the vesting of performance-based restricted stock units and subsequent tax-related share dispositions.

Summary

• Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), reported transactions related to his beneficial ownership.
• On February 3, 2026, 9,362 shares of common stock were acquired due to the vesting of three-year Total Shareholder Return Performance Based Restricted Stock Units (TSR PSUs) granted on February 3, 2023.
• The payout for these TSR PSUs was determined by ICE's stock price through December 31, 2025, and its total shareholder return from January 1, 2023, through December 31, 2025, relative to the S&P 500.
• Concurrently, 4,192 shares of common stock were disposed of on February 3, 2026, at a price of $173.18 per share, to cover tax withholding obligations related to the vested TSR PSUs.
• Following these transactions, Surdykowski beneficially owns 49,450 shares, which include 40,556 shares of common stock, 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, with 33.33% vesting each year.
• The amount of securities beneficially owned prior to these transactions was 53,642 shares, including 68 shares acquired under the Employee Stock Purchase Plan on December 31, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the successful achievement of performance targets for executive compensation and continued alignment of management interests with shareholders, despite the routine tax-related share disposition.

Positives

• The vesting of 9,362 TSR PSUs indicates the achievement of performance targets set for the period ending December 31, 2025, relative to the S&P 500.
• The General Counsel's continued beneficial ownership of 49,450 shares, including unvested RSUs and PSUs, aligns his interests with long-term shareholder value.

Negatives

• The disposition of 4,192 shares to cover tax obligations reduces the direct shareholding, though this is a standard practice for equity compensation.

Future Outlook

Future vesting events for 2024 and 2025 TSR PSUs and EBITDA PSUs are anticipated to be determined and reported in February 2027 and February 2028, respectively. Additionally, performance-based restricted stock units from Deal Incentive Awards are expected to be determined in December 2026, December 2027, and December 2028, subject to further vesting and holding conditions.

Industry Context

StockSavvy.ai notes that executive compensation tied to performance metrics like Total Shareholder Return (TSR) and EBITDA is a common practice across the financial services industry, aligning executive incentives with company performance and shareholder interests. The reporting of these transactions via Form 4 ensures transparency in insider holdings and compensation structures.

Related Party Transactions

• The transactions involve the vesting of equity awards and subsequent tax-related dispositions for Andrew J. Surdykowski, an officer of Intercontinental Exchange, Inc., which are considered related party transactions in the context of executive compensation.

Stakeholder Impact

• Shareholders: The vesting of performance-based units suggests the company met certain performance criteria, which is generally positive. The continued equity ownership by a key executive aligns interests with shareholders.
• Employees: The mention of an Employee Stock Purchase Plan (ESPP) indicates broader employee participation in company ownership.

Next Steps

• Determination and reporting of 2024 and 2025 TSR PSUs and EBITDA PSUs in February 2027 and February 2028.
• Determination of performance-based restricted stock units from Deal Incentive Awards in December 2026, December 2027, and December 2028, followed by additional time-based vesting and a one-year holding period.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of performance-based restricted stock units and subsequent tax-related share dispositions. While the vesting indicates the achievement of prior performance targets, it does not provide new material information about the company's current operational performance or future strategic direction that would warrant a change in investment stance. The transactions are expected and do not alter the fundamental investment thesis for Intercontinental Exchange, Inc.

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Performance Stock Units, Executive Compensation, Andrew J. Surdykowski, General Counsel