Ostria Sergio J 4

What Happened

• Sergio J. Ostria, Executive Vice President of ICF International (ICFI), received 1,996 shares on Jan 20, 2026 as the vesting of a previously awarded performance share grant (award price $0.00). Of those vested shares, 751 were withheld to cover the related tax liability (disposed) at $94.53 per share, amounting to $70,992. The gross market value of the 1,996 vested shares at $94.53 is about $188,682; the net shares retained after withholding equal 1,245.

Key Details

• Transaction dates and prices:
  • 2026-01-20: Award/acquisition (code A) — 1,996 shares @ $0.00 (vested)
  • 2026-01-20: Tax withholding (code F) — 751 shares @ $94.53 (disposed) = $70,992
• Shares owned after transaction: Not reported on the Form 4 (filing shows the award vesting and withholding only).
• Footnotes:
  • F1: The performance share award was granted in 2023 and vested upon meeting performance criteria.
  • F2: 751 vested shares were withheld to satisfy the tax withholding obligation.
• Filing timeliness: Reported on Form 4 filed 2026-01-22 for a 2026-01-20 transaction — within the standard two-business-day reporting window.

Context

• This was a vesting of performance-based restricted shares (an award), not a market purchase. The withholding of 751 shares to cover taxes is a routine administrative disposition (code F), not an indication of a separate market sale decision. Awards vesting after meeting performance goals is a common form of executive compensation and should be viewed as compensation realization rather than a directional insider buy or sell.