Form 4: Intercontinental Exchange General Counsel Reports Insider Stock Transactions Under 10b5-1 Plan

Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), reported the acquisition of shares via option exercise and subsequent sales and a gift of common stock, all executed on June 5, 2025, under a pre-approved Rule 10b5-1 trading plan.

Summary

• Andrew J. Surdykowski, General Counsel of Intercontinental Exchange, Inc. (ICE), acquired 1,770 shares of common stock through the exercise of employee stock options at a price of $50.01 per share on June 5, 2025.
• On the same date, Mr. Surdykowski sold 1,770 shares of common stock at an average price of $178.5876 per share, with the price range for these sales being $177.98 to $178.97.
• Additionally, 2,078 shares of common stock were sold at $179.57 per share on June 5, 2025.
• A gift of 190 shares of common stock was made to a philanthropic organization on June 5, 2025, at a price of $0.
• All reported transactions (acquisition and sales) were conducted pursuant to a Rule 10b5-1 trading plan that became effective on November 20, 2024.
• Following these transactions, Mr. Surdykowski directly holds an aggregate of 48,290 shares of common stock, which includes 39,396 common shares, 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.
• He also holds 3,540 fully vested employee stock options with an exercise price of $50.01, exercisable until January 14, 2026.
• Unvested RSUs and PSUs vest over a three-year period, with 33.33% vesting each year.
• The satisfaction and issuance of shares for 2023, 2024, and 2025 three-year total shareholder return PSUs are expected to be determined in February 2026, February 2027, and February 2028, respectively.
• The satisfaction and issuance of shares for 2024 and 2025 three-year EBITDA PSUs are expected to be determined in February 2027 and February 2028, respectively.
• Performance-based restricted stock units granted as Deal Incentive Awards will be determined in December 2026, December 2027, and December 2028, subject to additional time-based vesting and a potential one-year holding period.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales of shares, they are part of a pre-arranged 10b5-1 plan, which is a routine event for executives. The exercise of options indicates the executive is realizing value from their compensation, and the remaining significant holdings (including unvested units) suggest continued alignment with shareholder interests.

Positives

• The acquisition of 1,770 shares through option exercise indicates the General Counsel is exercising existing equity incentives, which can be a sign of confidence in the company's long-term value, especially given the exercise price of $50.01 compared to the market price.

Negatives

• The sale of 3,848 shares (1,770 + 2,078) by a key executive, even under a 10b5-1 plan, represents a reduction in direct common stock holdings, which could be interpreted as a slight negative by some investors, although it's common for executives to sell shares to cover taxes or for diversification after option exercises.

Future Outlook

The document details future vesting schedules for unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs), with determination dates extending into February 2028 and December 2028, indicating future potential share issuances based on performance and time-based vesting conditions.

Industry Context

This Form 4 filing is specific to an individual executive's stock transactions and does not provide broader industry context or trends. It reflects routine executive compensation and personal financial planning within the financial services and exchange industry.

Related Party Transactions

• A gift of 190 shares of the issuer's common stock was made by the reporting person to a philanthropic organization.

Stakeholder Impact

• Shareholders: The transactions represent routine insider activity under a pre-approved plan, which typically has minimal direct impact on the broader shareholder base. The sale of shares by an executive could be viewed neutrally or slightly negatively, while the exercise of options is a common part of executive compensation.

Next Steps

• Determination of shares for 2023 three-year total shareholder return PSUs in February 2026.
• Determination of shares for Deal Incentive Awards PSUs (first tranche) in December 2026.
• Determination of shares for 2024 three-year total shareholder return PSUs and 2024 three-year EBITDA PSUs in February 2027.
• Determination of shares for Deal Incentive Awards PSUs (second tranche) in December 2027.
• Determination of shares for 2025 three-year total shareholder return PSUs and 2025 three-year EBITDA PSUs in February 2028.
• Determination of shares for Deal Incentive Awards PSUs (third tranche) in December 2028.

Key Dates

Keywords

Intercontinental Exchange, ICE, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Performance Stock Units, 10b5-1 Plan, Executive Compensation, Share Sale, Equity Compensation