Morgan James C M 4
4 · ICF International, Inc. · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
ICF (ICFI) COO Morgan James Exercises RSUs; 1,983 Shares Withheld
What Happened Morgan James (Chief Operating Officer of ICF International, Inc.) converted vested restricted stock units (RSUs) into common shares and received a new RSU award on March 20, 2026. On that date he converted multiple RSU tranches into 7,588 shares (exercise/conversion recorded at $0.00 per share). To cover tax withholding related to the vesting, 1,983 shares were surrendered/withheld at a per-share calculation of $65.89 for a total withholding value of about $130,660. Separately, a new award of 12,133 RSUs was recorded (derivative award under the company’s Omnibus Incentive Plan).
Key Details
- Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (filed on time).
- Conversions/exercises (code M): 2,833 + 2,625 + 1,073 + 1,057 = 7,588 shares acquired at $0.00 (RSU conversion on vesting).
- Tax withholding (code F): 258 + 262 + 640 + 823 = 1,983 shares withheld at $65.89 per share, totaling ~$130,660.
- New award (code A): 12,133 RSUs granted (derivative security, economic equivalent of one share).
- Footnotes: exercise price for withholding calculations = $65.89; RSUs granted under the 2018 Omnibus Incentive Plan; standard vesting schedule: 25% on each of first two anniversaries and 50% on third anniversary.
- Shares owned after the transaction: not specified in the provided filing details.
- Codes: M = option/derivative exercise or conversion; F = payment of exercise price/tax liability (share withholding); A = award/grant.
Context This was primarily a vesting/conversion of RSUs and a new RSU grant, not an open-market purchase or sale intended to express buying/selling sentiment. The withholding of 1,983 shares to satisfy taxes is a routine administrative step (a cashless-like settlement) when equity awards vest. For retail investors, such transactions are common for executives receiving compensation and do not by themselves indicate a change in insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common
[F1]2026-03-20+2,833→ 46,911 total - Exercise/Conversion
Common
[F1]2026-03-20+2,625→ 49,536 total - Exercise/Conversion
Common
[F1]2026-03-20+1,073→ 50,609 total - Exercise/Conversion
Common
[F1]2026-03-20+1,057→ 51,666 total - Tax Payment
Common
2026-03-20$65.89/sh−258$17,000→ 51,408 total - Tax Payment
Common
2026-03-20$65.89/sh−262$17,263→ 51,146 total - Tax Payment
Common
2026-03-20$65.89/sh−640$42,170→ 50,506 total - Tax Payment
Common
2026-03-20$65.89/sh−823$54,227→ 49,683 total - Award
Restricted Stock Units
[F2][F3]2026-03-20+12,133→ 32,476 total→ Common (12,133 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-20−1,057→ 31,419 total→ Common (1,057 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-20−1,073→ 30,346 total→ Common (1,073 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-03-20−2,625→ 27,721 total→ Common (2,625 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F6]2026-03-20−2,833→ 24,888 total→ Common (2,833 underlying)
Footnotes (6)
- [F1]The exercise price for the restricted stock unit exercise was $65.89.
- [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]Represents the third vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
- [F6]Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.