Morgan James C M 4

What Happened Morgan James (Chief Operating Officer of ICF International, Inc.) converted vested restricted stock units (RSUs) into common shares and received a new RSU award on March 20, 2026. On that date he converted multiple RSU tranches into 7,588 shares (exercise/conversion recorded at $0.00 per share). To cover tax withholding related to the vesting, 1,983 shares were surrendered/withheld at a per-share calculation of $65.89 for a total withholding value of about $130,660. Separately, a new award of 12,133 RSUs was recorded (derivative award under the company’s Omnibus Incentive Plan).

Key Details

• Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (filed on time).
• Conversions/exercises (code M): 2,833 + 2,625 + 1,073 + 1,057 = 7,588 shares acquired at $0.00 (RSU conversion on vesting).
• Tax withholding (code F): 258 + 262 + 640 + 823 = 1,983 shares withheld at $65.89 per share, totaling ~$130,660.
• New award (code A): 12,133 RSUs granted (derivative security, economic equivalent of one share).
• Footnotes: exercise price for withholding calculations = $65.89; RSUs granted under the 2018 Omnibus Incentive Plan; standard vesting schedule: 25% on each of first two anniversaries and 50% on third anniversary.
• Shares owned after the transaction: not specified in the provided filing details.
• Codes: M = option/derivative exercise or conversion; F = payment of exercise price/tax liability (share withholding); A = award/grant.

Context This was primarily a vesting/conversion of RSUs and a new RSU grant, not an open-market purchase or sale intended to express buying/selling sentiment. The withholding of 1,983 shares to satisfy taxes is a routine administrative step (a cashless-like settlement) when equity awards vest. For retail investors, such transactions are common for executives receiving compensation and do not by themselves indicate a change in insider sentiment.