Sanzone Virginia Ruth 4

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.