Morgan James C M 4

What Happened

• Morgan James, Chief Operating Officer of ICF International (ICFI), received 5,906 shares on Jan 20, 2026 pursuant to a performance share award (code A). The shares were acquired at $0.00 as they vested. To satisfy the related tax withholding (code F), 1,532 of the vested shares were surrendered at an implied value of $94.53 per share, netting $144,820 to cover taxes.

Key Details

• Transaction date: 2026-01-20; Form 4 filed 2026-01-22.
• Award: 5,906 shares vested (acquired at $0.00).
• Tax withholding/disposition: 1,532 shares withheld at $94.53/share = $144,820.
• Shares owned after the transaction: not specified in the provided filing summary.
• Footnotes: F1 — these were performance shares awarded in 2023 and vested after achievement of performance criteria; F2 — 1,532 vested shares were withheld to satisfy tax liability.
• Filing timeliness: Form 4 was filed two days after the transaction date, consistent with the typical two-business-day reporting window.

Context

• This was a vesting of compensation (performance shares), not an open-market purchase or proactive sale. The withholding of 1,532 shares to cover taxes is a routine cashless withholding and shouldn’t be read as a directional bet on the stock.