Sanzone Virginia Ruth 4

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

AI-generated summary of this filing

Updated Mar 9, 2026

ICU Medical VP GC Virginia Sanzone Receives Stock Award

What Happened

Virginia Ruth Sanzone, Vice President and General Counsel of ICU Medical (ICUI), had restricted and performance-based restricted stock units convert to common shares on March 7–8, 2026. A total of 29,454 shares were delivered on conversion (entries show acquisitions of 2,348; 23,917; and 3,189 shares). To cover tax withholding, 16,280 shares were surrendered/withheld at $132.00 per share, representing $2,148,960. The net shares received by Sanzone were 13,174 (13,174 × $132 ≈ $1,738,968, using the withholding price).

Key Details

Transaction dates: March 7–8, 2026. Form 4 filed March 9, 2026.
Types/codes: M = conversion/exercise of derivative (RSU/PRSU settlement); F = shares surrendered/withheld to satisfy tax liability.
Shares delivered (acquired via settlement): 29,454 total (2,348; 23,917; 3,189).
Shares withheld/surrendered for taxes (disposed): 16,280 total (1,297; 13,221; 1,762) at $132.00/share = $2,148,960.
Net shares received: 13,174 (approx. $1.74M at $132/share).
Footnotes: The largest tranche (23,917 shares) represents settlement of performance stock units (PRSUs) granted 3/8/2024 that were certified at 250% of target (Comp. Comm. certified 2/11/2026). Footnotes confirm these are RSUs/PRSU awards with no exercise price and standard vesting schedules.
Shares owned after transaction: Not provided in the information supplied.
Filing timeliness: Form 4 filed on 2026-03-09; no indication in this report that the filing was late.

Context

These were awards converting to shares (not open-market purchases or voluntary sales). The F-code disposals reflect tax-withholding (a cashless withholding or share surrender), which is routine when executives receive RSUs/PRSUs. The PRSU payout at 250% of target indicates a performance payout multiplier was applied, but the Form 4 itself documents only the share settlement and withholding, not any change in the executive’s broader holdings or intent.

Form 4

Period: 2026-03-07

VP, General Counsel

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-07+2,348→ 7,804 total
Tax Payment
Common Stock
2026-03-07$132.00/sh−1,297$171,204→ 6,507 total
Exercise/Conversion
Common Stock
[F2]
2026-03-08+23,917→ 30,424 total
Tax Payment
Common Stock
2026-03-08$132.00/sh−13,221$1,745,172→ 17,203 total
Exercise/Conversion
Common Stock
[F1]
2026-03-08+3,189→ 20,392 total
Tax Payment
Common Stock
2026-03-08$132.00/sh−1,762$232,584→ 18,630 total
Exercise/Conversion
Common Stock
[F1][F3][F4][F5]
2026-03-07−2,348→ 11,075 total
From: 2026-03-07→ Common Stock (2,348 underlying)
Exercise/Conversion
Common Stock
[F1][F3][F4][F5]
2026-03-08−3,189→ 7,886 total
From: 2026-03-07→ Common Stock (3,189 underlying)
Exercise/Conversion
Performance Shares
[F6][F7][F2]
2026-03-08−23,917→ 0 total
Exercise: $0.00From: 2023-03-08Exp: 2024-03-08→ Common Stock (23,917 underlying)

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: Virginia Sanzone|2026-03-09

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