Sanzone Virginia Ruth 4

What Happened

• Virginia Ruth Sanzone, VP and General Counsel of ICU Medical (ICUI), reported the settlement/conversion of performance-based and time-based restricted stock units on 3/15/2026. The filing shows conversions/acquisitions of PRSUs/RSUs (reported as derivative exercises) and the withholding/disposition of shares to cover tax liabilities. Two tax-withholding disposals totaled 3,150 shares ($396,428) and 897 shares ($112,887) at $125.85 per share (total withheld value $509,315). The underlying awards had no purchase/exercise price.

Key Details

• Transaction date: 2026-03-15; Form 4 filed 2026-03-16 (timely).
• Conversions/settlements reported: 5,700 shares and 1,624 shares (reported as exercise/conversion of derivative securities).
• Shares withheld for taxes (dispositions): 3,150 shares ($396,428) and 897 shares ($112,887) at $125.85/share; total withheld = 4,047 shares ($509,315).
• Footnotes: These were performance-based RSUs (PRSUs) and restricted stock units (RSUs). PRSUs were the settlement of awards granted 3/15/2023 and were earned at 117% of target per Compensation Committee certification on 2/11/2026. PRSUs/RSUs have no purchase or exercise price.
• Shares owned after the transaction: not disclosed in the provided excerpt.
• No 10b5-1 plan or late filing notation provided.

Context

• This is an award settlement and routine tax withholding — not an open-market buy or sale driven by directional trading. The PRSU payout (117% of target) converted into shares, and a portion of those shares was withheld to satisfy tax obligations (a common "cashless" withholding mechanism). Such withholdings are administrative and don't necessarily signal the insider's market view.