Jain Vivek 4

4 · ICU MEDICAL INC/DE · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

ICU Medical (ICUI) CEO Vivek Jain Receives Shares, Withholds for Taxes

What Happened

Vivek Jain, Chairman, CEO and Director of ICU Medical (ICUI), had performance-based restricted stock units (PRSU) and restricted stock units (RSU) settle on 2026-03-15. He was credited with 21,972 shares (17,100 + 4,872). To satisfy tax withholding, 12,145 shares (9,452 + 2,693) were surrendered/disposed at an implied value of $125.85 per share for proceeds of $1,528,448. The net shares retained by Jain from this vesting were 9,827 shares.

Key Details

Transaction date: 2026-03-15; Form 4 filed 2026-03-16 (timely).
Prices: tax withholding/share surrender reported at $125.85 per share; PRSUs/RSUs show $0 exercise/purchase price.
Shares acquired via settlement: 21,972 (performance & restricted RSUs).
Shares withheld/disposed for taxes: 12,145, proceeds $1,528,448.
Net shares retained from settlement: 9,827.
Footnotes: PRSUs were performance-based awards granted 3/15/2023 and certified at 117% of target by the compensation committee on 2/11/2026 (resulting in the settlement). RSUs/PRSUs have no exercise price.
Codes: M = exercise/conversion of derivative (vesting/conversion of RSU/PRSU); F = shares withheld/surrendered to pay tax liability.
Shares owned after the transaction are not specified in the provided filing excerpt.

Context

This was an award settlement (not an open-market purchase or discretionary sale). The PRSUs were earned at 117% of target and converted to shares; a portion of those shares was withheld to cover taxes (a routine, non-informational step). Such vesting and withholding transactions reflect compensation settlement rather than a directional trade by the insider.

Form 4

Period: 2026-03-15

DirectorChairman and CEO

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-03-15+17,100→ 134,106 total
Tax Payment
Common Stock
[F1]
2026-03-15$125.85/sh−9,452$1,189,534→ 124,654 total
Exercise/Conversion
Common Stock
[F3]
2026-03-15+4,872→ 129,526 total
Tax Payment
Common Stock
[F3]
2026-03-15$125.85/sh−2,693$338,914→ 126,833 total
Exercise/Conversion
Common Stock
[F3][F4]
2026-03-15−4,872→ 0 total
Exercise: $0.00From: 2026-03-15Exp: 2026-03-15→ Common Stock (4,872 underlying)
Exercise/Conversion
Performance Shares
[F1][F5][F2]
2026-03-15−17,100→ 0 total
Exercise: $0.00From: 2026-03-15Exp: 2026-03-15→ Common Stock (17,100 underlying)

Holdings

Footnotes (5)

[F1]These Securities are Performance-based Restricted Stock Units (PRSU).
[F2]Represents the settlement of performance stock units granted on 3/15/2023. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 117% of target, resulting in the acquisition of the shares reported herein.
[F3]These securities are Restricted Stock Units.
[F4]There is neither a purchase price nor an exercise price for the Restricted Stock Units.
[F5]There is neither a purchase price nor an exercise price for the PRSUs.

Signature

By: Paula Darbyshire, Attorney-in-Fact For: Vivek Jain|2026-03-16

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