Woolson Daniel 4

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

AI-generated summary of this filing

Updated Mar 9, 2026

ICU Medical (ICUI) VP Daniel Woolson Receives 19,885 Shares via PRSUs

What Happened

Daniel Woolson, VP and GM—Infusion Capital at ICU Medical (ICUI), had performance-based restricted stock units (PRSU/RSU) convert to 19,885 shares on March 7–8, 2026 after performance results were certified. There was no exercise price for these awards (exercise price $0).
To satisfy tax-withholding obligations, 8,209 of those shares were surrendered at $132.00 per share, generating withholding value of $1,083,588. Net new shares added to his account = 11,676 (19,885 acquired − 8,209 withheld).
The filing reports conversion/exercise (code M) of the PRSUs/RSUs and share-withholding for taxes (code F); some derivative entries are reported as disposals with $0 proceeds reflecting conversion/settlement mechanics rather than open-market sales.

Key Details

Transaction dates: March 7–8, 2026. Withholding price used: $132.00 per share.
Shares acquired via conversion/settlement (M): 19,885 total (1,585 on 3/7; 16,147 and 2,153 on 3/8).
Shares withheld for taxes (F): 702, 6,877, and 630 on the respective settlement dates (total 8,209); withholding value ≈ $1,083,588.
Exercise/purchase price: $0 (these are RSUs/PRSUs — no purchase price).
Shares owned after the transaction: not specified in the filing.
Notable footnotes: PRSUs were granted 3/8/2024 and certified at 250% of target (footnote F1). Footnotes also confirm these are RSUs/PRSUs with time- and performance-based vesting and no exercise price (F2–F9).
Filing timeliness: Report filed 2026-03-09 for transactions on 3/7–3/8 — filed within the usual two-business-day Form 4 window (timely).

Context

These transactions are the settlement of performance and restricted stock unit awards, not open-market purchases or discretionary sales. The tax-related share "disposals" are routine withholding to cover tax liability, not indicative of an investment decision to sell shares on the market.
Transaction codes: M = exercise/conversion of derivative (here, conversion of PRSUs/RSUs into shares); F = payment of exercise price or tax liability (share withholding).

Form 4

Period: 2026-03-07

VP, GM-Infusion Capital

Transactions

Exercise/Conversion
Common Stock
2026-03-07+1,585→ 12,882 total
Tax Payment
Common Stock
2026-03-07$132.00/sh−702$92,664→ 12,180 total
Exercise/Conversion
Common Stock
[F1]
2026-03-08+16,147→ 28,327 total
Tax Payment
Common Stock
2026-03-08$132.00/sh−6,877$907,764→ 21,450 total
Exercise/Conversion
Common Stock
[F2]
2026-03-08+2,153→ 23,603 total
Tax Payment
Common Stock
2026-03-08$132.00/sh−630$83,160→ 22,973 total
Exercise/Conversion
Common Stock
[F2][F3][F4][F5]
2026-03-08−2,153→ 6,908 total
→ Common Stock (2,153 underlying)
Exercise/Conversion
Performance Shares
[F6][F7][F1]
2026-03-08−16,147→ 0 total
Exercise: $0.00From: 2026-03-08Exp: 2027-03-08→ Common Stock (16,147 underlying)
Exercise/Conversion
Performance Shares
[F7][F8][F9]
2026-03-07−1,585→ 3,170 total
From: 2026-03-07→ Common Stock (1,585 underlying)

Footnotes (9)

[F1]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.
[F2]These securities are Restricted Stock Units.
[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.
[F8]One-third of the shares shall vest on each of the first, second, and third anniversaries of the grant date. The vested shares shall become exercisable if, during the term of the option, the closing price of the Company's common stock is equal to or more than one-hundred and thirty percent of the exercise price per share for thirty consecutive trading days. The appreciation must occur within four years from the grant date.
[F9]Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. If earned, these PRSUs vest on the first, second, and third year following the year of grant.

Signature

By: Paula Darbyshire, Attorney-in-Fact For: Daniel Woolson|2026-03-09

1 file