Jain Vivek 4

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.