Bonnell Brian Michael 4

What Happened
Brian M. Bonnell, Chief Financial Officer of ICU Medical (ICUI), had performance-based restricted stock units (PRSUs) and restricted stock units (RSUs) settle on March 15, 2026. A total of 14,648 shares were issued to him (11,400 + 3,248). To cover the resulting tax liability, 7,595 of those shares were withheld/sold at $125.85 per share, generating proceeds of $955,831 (5,800 shares = $729,930; 1,795 shares = $225,901). After withholding, Bonnell retained a net ~7,053 shares from the vesting.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (filed next day).
• Issued (conversion of derivative/vest): 11,400 and 3,248 shares @ $0.00 (no purchase/exercise price).
• Withheld/sold for taxes (payment of tax liability): 5,800 shares @ $125.85 = $729,930; 1,795 shares @ $125.85 = $225,901. Total withheld/sold = 7,595 shares for $955,831.
• Net shares retained from the vesting: 14,648 issued − 7,595 withheld = 7,053 shares.
• Footnotes: PRSUs were granted 3/15/2023 and, per the compensation committee certification on 2/11/2026, were earned at 117% of target (F2). RSUs/PRSUs have no exercise price (F4, F5).
• Transaction codes: M = exercise/conversion of derivative (conversion of RSU/PRSU to shares); F = payment of exercise price or tax liability (share withholding/sale).
• Filing timeliness: report filed the day after the transactions (not marked late).

Context
This was a standard vesting and tax-withholding event (shares issued on settlement of PRSUs/RSUs, with a portion withheld/sold to satisfy tax obligations). Such tax withholding/sell-to-cover transactions are routine and do not, by themselves, imply a purchase or sale view on the company's shares. The key substantive item is the issuance of shares tied to performance (PRSUs earned at 117% of target).