Wasson John 4

4 · ICF International, Inc. · Filed Mar 24, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

ICF (ICFI) CEO John Wasson Converts RSUs; Receives 36,443‑Unit Award

What Happened

John Wasson, President, CEO and a director of ICF International (ICFI), had restricted stock units (RSUs) convert/vest into shares on March 20, 2026 and also received a new RSU award of 36,443 units.
Multiple derivative conversions resulted in a gross of 18,367 shares converting into common stock. To satisfy withholding obligations, 8,284 shares were withheld/used to pay tax/exercise obligations at $65.89 per share, generating proceeds/withholding of $545,832 (breakdown: 1,524 shares = $100,416; 3,298 shares = $217,305; 3,462 shares = $228,111).
A new grant of 36,443 restricted stock units was reported (derivative award); those RSUs vest over three years (25% on each of the first two anniversaries and 50% on the third).

Key Details

Transaction date: March 20, 2026; Form filed March 24, 2026 (filed within the usual 2-business‑day reporting window).
Withholding/exercise price used for tax settlement: $65.89 per share (footnote).
Shares withheld for taxes (total): 8,284 shares; total withholding value: $545,832.
New RSU grant: 36,443 units subject to 2018 Omnibus Incentive Plan vesting schedule (25% / 25% / 50%).
Filing does not state Wasson’s total shares owned after these transactions in this Form 4.
Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = payment of exercise price/tax withholding (net share settlement).

Context

This appears to be routine RSU vesting with net share settlement to cover tax and exercise obligations (i.e., some vested shares were withheld rather than selling shares on the open market).
The new RSU award is time‑based and will vest over three years; time‑based RSU grants are not an immediate purchase signal but represent future compensation that vests if the executive remains employed.
No 10b5-1 plan or other trading-plan notation was indicated in the supplied details.

Form 4

Period: 2026-03-20

DirectorCEO & President

Transactions

Exercise/Conversion
Common
[F1]
2026-03-20+7,312→ 26,208 total
Exercise/Conversion
Common
[F1]
2026-03-20+7,676→ 18,896 total
Exercise/Conversion
Common
[F1]
2026-03-20+3,379→ 29,587 total
Tax Payment
Common
2026-03-20$65.89/sh−1,524$100,416→ 28,063 total
Tax Payment
Common
2026-03-20$65.89/sh−3,298$217,305→ 24,765 total
Tax Payment
Common
2026-03-20$65.89/sh−3,462$228,111→ 21,303 total
Award
Restricted Stock Units
[F2][F3]
2026-03-20+36,443→ 83,501 total
→ Common (36,443 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-20−3,379→ 80,122 total
→ Common (3,379 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-20−7,312→ 72,810 total
→ Common (7,312 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6]
2026-03-20−7,676→ 65,134 total
→ Common (7,676 underlying)

Holdings

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 second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
[F5]Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
[F6]Represents the third vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

Signature

/s/ James E. Daniel, Attorney-in-fact|2026-03-24

1 file