Choate Anne F 4

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.