Ostria Sergio J 4

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

AI-generated summary of this filing

Updated Mar 24, 2026

ICF (ICFI) Exec VP Sergio J. Ostria Converts RSUs; Shares Withheld

What Happened

Sergio J. Ostria, Executive Vice President of ICF International (ICFI), converted vested restricted stock units (RSUs) into common shares and was also credited with a new RSU award on 2026-03-20. The filing shows conversions of 1,237 + 887 + 406 + 317 = 2,847 shares (reported as "M" — exercise/conversion of derivative) and an additional grant/award of 3,766 RSUs ("A"). To satisfy tax withholding obligations, 106 + 136 + 296 + 412 = 950 shares were surrendered/withheld at $65.89 per share, totaling $62,595 (reported as "F" — payment of exercise price or tax liability).

Key Details

Transaction date: 2026-03-20.
Converted/Exercised (M): 2,847 shares (broken into 1,237; 887; 406; 317).
Award/Grant (A): 3,766 restricted stock units granted (derivative).
Tax withholding/Disposition (F): 950 shares withheld at $65.89 each for $62,595 total.
Footnotes:
- F2: Each RSU equals one share of common stock.
- F3: RSUs granted under ICF’s 2018 Omnibus Incentive Plan.
- F4–F6: Entries correspond to 1st, 2nd, and 3rd vesting anniversaries per the plan (vesting schedule: 25% / 25% / 50% over three years).
Shares owned after the transactions: not specified in the information provided in this summary.
Filing timeliness: no late filing flag indicated in the provided details.

Context

These transactions reflect RSU vesting/conversion and routine tax withholding (a cashless or net-settlement type action), not an open‑market sale for investment purposes. "M" entries denote conversion/exercise of derivative awards; "F" entries denote shares surrendered to cover taxes. Such withholding is an administrative step and does not necessarily signal insider buying or selling intent.

Form 4

Period: 2026-03-20

Executive Vice President

Transactions

Exercise/Conversion
Common
[F1]
2026-03-20+1,237→ 25,807 total
Exercise/Conversion
Common
[F1]
2026-03-20+887→ 26,694 total
Exercise/Conversion
Common
[F1]
2026-03-20+406→ 27,100 total
Exercise/Conversion
Common
[F1]
2026-03-20+317→ 27,417 total
Tax Payment
Common
2026-03-20$65.89/sh−106$6,984→ 27,311 total
Tax Payment
Common
2026-03-20$65.89/sh−136$8,961→ 27,175 total
Tax Payment
Common
2026-03-20$65.89/sh−296$19,503→ 26,879 total
Tax Payment
Common
2026-03-20$65.89/sh−412$27,147→ 26,467 total
Award
Restricted Stock Units
[F2][F3]
2026-03-20+3,766→ 8,713 total
→ Common (3,766 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-20−317→ 2,740 total
Exercise: $0.00→ Common (317 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-20−406→ 2,334 total
Exercise: $0.00→ Common (406 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-20−887→ 1,447 total
Exercise: $0.00→ Common (887 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6]
2026-03-20−1,237→ 210 total
Exercise: $0.00→ Common (1,237 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