Chadha Ranjit S 4
4 · ICF International, Inc. · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
ICF (ICFI) VP Ranjit Chadha Receives RSUs; Shares Withheld for Taxes
What Happened
- Ranjit S. Chadha, Vice President & Principal Accounting Officer of ICF International (ICFI), reported multiple restricted stock unit (RSU) vestings and derivative conversions on March 20, 2026. The filing shows acquisitions of 197, 102 and 813 RSU units (total 1,112 units) and several derivative exercise/conversion entries. To cover tax withholding, 37 and 70 shares were surrendered/withheld (at an exercise/withholding price of $65.89), totaling $2,438 and $4,612 (combined ~$7,050).
- Transaction codes: A = award/grant (RSU vesting), M = exercise/conversion of derivative, F = payment of exercise price or tax liability (shares withheld). Several of the reported derivative conversions were cash-settled (market/exercise values listed in the filing footnotes).
Key Details
- Transaction date: March 20, 2026; Form filed March 24, 2026 (timely within the two-business-day Form 4 window).
- Acquisitions reported: 197, 102 and 813 RSU units (1,112 total) at $0.00 (derivative awards/vesting).
- Shares withheld for taxes: 37 and 70 shares at $65.89 per share (total withheld value ≈ $7,050).
- Other conversions/exercises reported as "disposed" with N/A price (cash-settled RSUs); footnotes show market/exercise values of $66.62, $115.32 and $80.08 for different vesting tranches.
- Shares owned after the transactions are not included in the excerpt provided — see the full Form 4 for total holdings.
- Footnotes indicate these were scheduled vesting events (RSUs from ICF’s 2018 and 2010 Omnibus plans with staggered vesting: 25% / 25% / 50% and similar cash-settled schedules).
Context
- RSU vesting and associated tax-withholding are routine for executives and do not, by themselves, signal a bullish or bearish view. When RSUs are cash-settled, the economic value is paid in cash rather than delivered shares (hence some entries show N/A price or cash value in footnotes).
- The F-code (tax withholding) entries reflect shares surrendered to meet tax obligations at vesting; the remaining vested shares (net of withholding) are typically retained by the insider unless otherwise sold.
Insider Transaction Report
Form 4
Chadha Ranjit S
VP & Principal Accounting Off.
Transactions
- Exercise/Conversion
Common
[F1]2026-03-20+197→ 263 total - Exercise/Conversion
Common
[F1]2026-03-20+102→ 365 total - Tax Payment
Common
2026-03-20$65.89/sh−37$2,438→ 328 total - Tax Payment
Common
2026-03-20$65.89/sh−70$4,612→ 258 total - Award
Restricted Stock Units
[F2][F3]2026-03-20+813→ 2,507 total→ Common (813 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-20−102→ 2,405 total→ Common (102 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F7][F6]2026-03-20−125→ 2,280 total→ Common (125 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F8]2026-03-20−197→ 2,083 total→ Common (197 underlying) - Exercise/Conversion
Restricted Stock Units
[F9][F10]2026-03-20−234→ 1,849 total→ Common (234 underlying) - Exercise/Conversion
Restricted Stock Units
[F11][F13][F12]2026-03-20−240→ 1,609 total→ Common (240 underlying)
Footnotes (13)
- [F1]The exercise price for the restricted stock unit exercise was $65.89.
- [F10]Represents the third vesting anniversary (50%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
- [F11]The exmarket value for the cash-settled restricted stock unit exercise was $66.62.
- [F12]Represents the first vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
- [F13]The market value for the cash-settled restricted stock unit exercise was $66.62.
- [F2]Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.
- [F3]These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.
- [F4]Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
- [F5]The market value for the cash-settled restricted stock unit exercise was $115.32.
- [F6]Represents the second vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
- [F7]The emarket value for the cash-settled restricted stock unit exercise was $115.32.
- [F8]Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
- [F9]The market value for the cash-settled restricted stock unit exercise was $80.08.
Signature
/s/ James E. Daniel, Attorney-in-fact|2026-03-24