Broadus Barry M 4

What Happened

• Barry M. Broadus, Chief Financial Officer of ICF International (ICFI), had 3,081 performance shares vest on Jan 20, 2026 (reported on Form 4). The award vested at $0 cost to him and is valued at roughly $291,247 based on the filing price. To satisfy tax withholding, 1,010 of those shares were withheld at $94.53 each (total withheld value $95,475), leaving a net issuance of 2,071 shares to Broadus.

Key Details

• Transaction date: January 20, 2026.
• Award/acquisition: 3,081 shares (code A) at $0.00 (vesting of performance shares).
• Tax withholding: 1,010 shares withheld (code F) at $94.53 for $95,475.
• Net shares received: 2,071 shares (3,081 vested − 1,010 withheld).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — these were 2023 performance-share awards that vested after performance criteria were met; F2 — 1,010 shares were withheld to pay the related tax liability.
• Filing timeliness: Reported on Jan 22, 2026 for Jan 20 transactions (filed timely).

Context

• This was a vesting of performance-based equity, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine administrative action (code F) and does not by itself indicate a change in the insider’s view of the company. For retail investors, purchases tend to be more informative than routine vesting and withholding events; this filing documents compensation fulfillment rather than a market trade.