Wasson John 4

What Happened John Wasson, CEO, President and a director of ICF International (ICFI), had 17,272 performance-based shares vest on Jan 20, 2026 (reported on Form 4). The shares were reported as an award/acquisition (code A) at $0.00 per share. To cover the related tax liability, 6,283 of the vested shares were withheld/sold (code F) at $94.53 per share, producing proceeds of about $593,932. After withholding, Wasson retained 10,989 shares from this vesting.

Key Details

• Transaction date: 2026-01-20.
• Award: 17,272 performance shares vested (acquired at $0.00 per share; code A).
• Tax withholding: 6,283 shares withheld/sold at $94.53 each for ~$593,932 (code F).
• Net shares retained from the vesting: 10,989 (17,272 − 6,283).
• Footnotes: F1 — these were 2023 performance share awards that vested after performance criteria were met; F2 — 6,283 shares were withheld to pay the related tax liability.
• Filing: Report was filed 2026-01-22 for a 2026-01-20 transaction; filing appears timely.

Context This was a vesting of performance award shares, not an open-market purchase or discretionary sale by the insider. The withholding of shares to cover taxes is a common administrative (cashless) mechanism and does not necessarily signal a change in sentiment about the company. The Form 4 shows the award vesting and the tax-related disposition only; total beneficial ownership after the transaction is not stated in the filing.