Form 4: Intercontinental Exchange Executive Andrew Surdykowski Reports Share Transactions Following Vesting of Performance-Based Units

Andrew Surdykowski, General Counsel of Intercontinental Exchange, reports acquisition and disposal of shares related to vesting of performance-based restricted stock units and tax obligations.

Summary

• On February 4, 2025, Andrew Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), reported transactions involving ICE common stock.
• These transactions include the acquisition of 5,677 shares upon the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• The payout for these TSR PSUs was based on ICE's stock price performance relative to the S&P 500 from January 1, 2022, through December 31, 2024.
• Surdykowski also disposed of 2,518 shares to cover tax withholding obligations at a price of $160.39 per share.
• Following these transactions, Surdykowski beneficially owns 47,762 shares of ICE common stock, which includes 40,584 shares of common stock and 7,178 unvested performance based restricted stock units (PSUs) for which the performance period has been satisfied.
• The amount of securities beneficially owned includes 91 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2024.
• The vesting of certain PSUs is contingent upon future performance and will be reported at the time of vesting.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and achievement of performance targets, indicating a neutral to slightly positive sentiment.

Positives

• The vesting of TSR PSUs indicates that performance targets related to shareholder return were met, reflecting positively on the company's performance.

Risks

• Future vesting of PSUs is contingent upon meeting performance criteria, which introduces uncertainty.

Future Outlook

The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common among publicly traded companies like Intercontinental Exchange.

Comparison to Industry Standards

• Executive compensation packages including performance-based stock units are standard practice among large, publicly traded companies such as ICE.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity-based compensation to align executive incentives with shareholder value.

Stakeholder Impact

• Shareholders may view the vesting of performance-based units as a positive sign, indicating that management is incentivized to drive shareholder value.
• Employees may see this as a positive sign of company performance.

Next Steps

• Future vesting of PSUs will be determined based on performance criteria and reported at the time of vesting.
• 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.

Key Dates