Choate Anne F 4

4 · ICF International, Inc. · Filed Mar 24, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

ICF (ICFI) EVP Anne Choate Exercises RSUs, Withholds 1,005 Shares

What Happened

On March 20, 2026, Anne F. Choate, Executive Vice President of ICF International (ICFI), had restricted stock units (RSUs) convert into common stock (exercise/conversion of derivative, code M). The conversion totaled 3,220 shares (1,732; 1,053; 435). No cash exercise price was paid on these conversions ($0.00 per share).
To cover tax withholding related to the vesting/conversion, 1,005 shares were surrendered/disposed (136; 329; 540) at a valuation of $65.89 per share, totaling $66,220. Separately, Choate received a grant/award of 7,090 RSUs (code A) under the company’s 2018 Omnibus Incentive Plan; those RSUs vest over three years (25% / 25% / 50%).

Key Details

Transaction date: 2026-03-20; Form 4 filed 2026-03-24 (filed one business day late versus the usual 2-business-day rule).
Conversion details: 3,220 RSUs converted into 3,220 shares (no cash paid). Tax withholding: 1,005 shares withheld at $65.89/share = $66,220.
Grant: 7,090 RSUs awarded under 2018 Omnibus Incentive Plan; vesting schedule = 25% on each of the first two anniversaries, 50% on the third (per footnotes).
Shares owned after the transactions: not specified in the provided excerpt of the filing.
Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding); A = award/grant.

Context

This appears to be a routine RSU vesting/conversion with shares withheld to cover tax liabilities (a cashless withholding). Such withholding dispositions are common administrative actions and do not necessarily signal the insider’s market view.
The newly granted 7,090 RSUs are time‑based awards that will vest over coming years; they do not represent an immediate purchase of common stock.

Form 4

Period: 2026-03-20

Executive Vice President

Transactions

Exercise/Conversion
Common
[F1]
2026-03-20+1,732→ 9,997 total
Exercise/Conversion
Common
[F1]
2026-03-20+1,053→ 11,050 total
Exercise/Conversion
Common
[F1]
2026-03-20+435→ 11,485 total
Tax Payment
Common
2026-03-20$65.89/sh−136$8,961→ 11,349 total
Tax Payment
Common
2026-03-20$65.89/sh−329$21,678→ 11,020 total
Tax Payment
Common
2026-03-20$65.89/sh−540$35,581→ 10,480 total
Award
Restricted Stock Units
[F2][F3]
2026-03-20+7,090→ 18,190 total
→ Common (7,090 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-20−435→ 17,755 total
→ Common (435 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-20−1,053→ 16,702 total
→ Common (1,053 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6]
2026-03-20−1,732→ 14,970 total
→ Common (1,732 underlying)

Footnotes (6)

[F1]The exercise price for the restricted stock unit exercise was $65.89.
[F2]Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.
[F3]These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.
[F4]Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
[F5]Represents the 3rd vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
[F6]Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

Signature

/s/ James E. Daniel, Attorney-in-fact|2026-03-24

1 file