Form 4: ICE General Counsel Sells Shares Under 10b5-1 Plan

Intercontinental Exchange's General Counsel, Andrew J. Surdykowski, sold 2,081 shares of common stock for $151 per share under a pre-arranged trading plan.

Summary

• Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), reported a sale of 2,081 shares of common stock.
• The transaction occurred on November 11, 2025, at a price of $151 per share.
• The sale was executed pursuant to a Rule 10b5-1 trading plan, which was approved and became effective on November 20, 2024.
• Following this transaction, Mr. Surdykowski beneficially owns an aggregate of 44,212 shares.
• This aggregate includes 35,318 shares of common stock, 3,141 unvested restricted stock units (RSUs), and 5,753 unvested 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% of the units vesting each year.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction under a pre-arranged 10b5-1 trading plan, which is generally considered neutral as it reflects personal financial planning rather than a change in company fundamentals or outlook.

Positives

• The transaction was conducted under a Rule 10b5-1 trading plan, indicating a pre-arranged and transparent sale for personal financial planning rather than a reaction to new, undisclosed information.

Negatives

• An insider sale, even under a 10b5-1 plan, reduces the insider's direct equity stake in the company.

Future Outlook

Future vesting of RSUs and PSUs will occur over a three-year period, with 33.33% vesting annually. The satisfaction and corresponding share issuance for 2023, 2024, and 2025 three-year total shareholder return PSUs will be determined in February 2026, February 2027, and February 2028, respectively. The satisfaction and corresponding share issuance for 2024 and 2025 three-year EBITDA PSUs will be determined in February 2027 and February 2028, respectively. The satisfaction and corresponding share issuance for Deal Incentive Awards PSUs will be determined in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a subsequent one-year holding period.

Industry Context

NA

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but under a pre-planned arrangement, suggesting no immediate negative implications for company outlook.

Next Steps

• Determination of 2023, 2024, and 2025 three-year total shareholder return PSUs in February 2026, February 2027, and February 2028, respectively.
• Determination of 2024 and 2025 three-year EBITDA PSUs in February 2027 and February 2028, respectively.
• Determination of Deal Incentive Awards PSUs in December 2026, December 2027, and December 2028, subject to additional vesting and holding conditions.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned sale of a relatively small number of shares by a General Counsel under a Rule 10b5-1 trading plan. Such transactions are typically for personal financial management and diversification, not indicative of a change in the company's fundamental performance or management's outlook. Therefore, it does not provide a strong signal for a 'buy' or 'sell' recommendation, warranting a 'hold' position based solely on this filing.

Keywords

Intercontinental Exchange, ICE, Form 4, insider trading, stock sale, 10b5-1 plan, Andrew J. Surdykowski, General Counsel, equity