Jain Vivek 4

4 · ICU MEDICAL INC/DE · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 9, 2026

ICU Medical (ICUI) CEO Vivek Jain Receives Shares; Sells 59,500 for Taxes

What Happened

Vivek Jain, CEO and Chairman of ICU Medical (ICUI), had performance- and time-based restricted stock units convert to common shares. On March 7–8, 2026 he acquired a total of 112,917 shares (5,282 + 107,635) upon settlement of RSUs/PRSUs (no exercise price). To satisfy tax obligations, 2,919 shares were withheld and 59,500 shares were sold at $132.00 each, generating $7,854,000.

Key Details

Transaction dates: March 7–8, 2026; Form 4 filed March 9, 2026 (timely).
Acquired: 112,917 shares via conversion/settlement of restricted stock units and performance RSUs (codes M — exercise/conversion of derivative; acquisitions reported at $0 price).
Disposed to cover taxes: 2,919 shares withheld (reported at $0) and 59,500 shares sold at $132.00 for $7,854,000 (code F — payment of exercise price or tax liability).
Footnotes: PRSUs were settled after Compensation Committee certified performance on 2/11/2026; PRSUs earned at 250% of target. These awards have no purchase/exercise price and vest per scheduled terms (some awards vest over three years).
Shares owned after the transactions are not specified in the filing.

Context

These transactions reflect settlement of awards (not an open-market buy or discretionary trading). The conversion of RSUs/PRSUs into shares and the subsequent withholding/sale to cover taxes is a routine administrative step, especially when performance awards vest and generate a large taxable event.
“M” entries indicate conversion/exercise of derivatives (the RSU/PRSU awards converting into common stock). “F” entries indicate shares withheld or sold to satisfy tax liabilities.

Form 4

Period: 2026-03-07

DirectorChairman and CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-07+5,282→ 71,790 total
Tax Payment
Common Stock
2026-03-07−2,919→ 68,871 total
Exercise/Conversion
Common Stock
[F2]
2026-03-08+107,635→ 176,506 total
Tax Payment
Common Stock
2026-03-08$132.00/sh−59,500$7,854,000→ 117,006 total
Exercise/Conversion
Common Stock
[F1][F3][F4][F5]
2026-03-07−5,282→ 10,566 total
From: 2026-03-07→ Common Stock (5,282 underlying)
Exercise/Conversion
Performance Shares
[F6][F7][F2]
2026-03-08−107,635→ 0 total
Exercise: $0.00From: 2026-03-08Exp: 2026-03-08→ Common Stock (107,635 underlying)

Holdings

Footnotes (7)

[F1]These securities are Restricted Stock Units.
[F2]Represents the settlement of performance stock units granted on 3/8/2024. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 250% of target, resulting in the acquisition of the shares reported herein.
[F3]There is neither a purchase price nor an exercise price for the Restricted Stock Units.
[F4]One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.
[F5]These are restricted stock units that fully vest 3 years from the grant date.
[F6]These Securities are Performance-based Restricted Stock Units (PRSU).
[F7]There is neither a purchase price nor an exercise price for the PRSUs.

Signature

By: Paula Darbyshire, Attorney-in-Fact For: Vivek Jain|2026-03-08

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