Jain Vivek 4

What Happened

• Vivek Jain, Chairman, CEO and Director of ICU Medical (ICUI), had performance-based restricted stock units (PRSU) and restricted stock units (RSU) settle on 2026-03-15. He was credited with 21,972 shares (17,100 + 4,872). To satisfy tax withholding, 12,145 shares (9,452 + 2,693) were surrendered/disposed at an implied value of $125.85 per share for proceeds of $1,528,448. The net shares retained by Jain from this vesting were 9,827 shares.

Key Details

• Transaction date: 2026-03-15; Form 4 filed 2026-03-16 (timely).
• Prices: tax withholding/share surrender reported at $125.85 per share; PRSUs/RSUs show $0 exercise/purchase price.
• Shares acquired via settlement: 21,972 (performance & restricted RSUs).
• Shares withheld/disposed for taxes: 12,145, proceeds $1,528,448.
• Net shares retained from settlement: 9,827.
• Footnotes: PRSUs were performance-based awards granted 3/15/2023 and certified at 117% of target by the compensation committee on 2/11/2026 (resulting in the settlement). RSUs/PRSUs have no exercise price.
• Codes: M = exercise/conversion of derivative (vesting/conversion of RSU/PRSU); F = shares withheld/surrendered to pay tax liability.
• Shares owned after the transaction are not specified in the provided filing excerpt.

Context

• This was an award settlement (not an open-market purchase or discretionary sale). The PRSUs were earned at 117% of target and converted to shares; a portion of those shares was withheld to cover taxes (a routine, non-informational step). Such vesting and withholding transactions reflect compensation settlement rather than a directional trade by the insider.