Sousa Ben 4

What Happened
Ben Sousa, Chief Information Officer of ICU Medical (ICUI), had restricted and performance stock units convert into 9,543 common shares on March 7–8, 2026. Of those shares, 5,278 were withheld to satisfy tax obligations at $132.00/share (total withheld value $696,696), leaving a net 4,265 shares retained. The conversions are reported as derivative exercises (code M) and the withholding as tax payment (code F).

Key Details

• Transaction dates: March 7–8, 2026. Acquisition entries show $0 exercise price (RSUs/PRSUs); withholding sales priced at $132.00/share.
• Shares acquired (conversion): 1,409 + 7,177 + 957 = 9,543 shares.
• Shares withheld for taxes (disposed): 782 + 3,967 + 529 = 5,278 shares (total value reported $696,696).
• Net shares retained: 9,543 − 5,278 = 4,265 shares (implied value ≈ $562,980 using $132/share).
• Footnotes: Conversions include Restricted Stock Units (RSUs) and Performance-based RSUs (PRSU). The PRSUs (granted 3/8/2024) were certified at 250% of target on 2/11/2026 and settled accordingly. There is no purchase/exercise price for these units.
• Filing timeliness: Report filed March 9, 2026 for activity on March 7–8, 2026 — appears timely (no late filing indicated).
• Transaction codes: M = exercise/conversion of derivative (RSU/PRSU); F = payment of exercise price or tax liability (share withholding).

Context

• These entries reflect the settlement of equity awards (RSUs/PRSUs), not open-market buying or selling for investment. Some shares were withheld to cover taxes — a common, automatic practice that does not necessarily indicate bullish or bearish intent.
• The PRSU payout at 250% of target is notable as it increased the number of shares delivered relative to target award levels, per the filing.