SEC Form 4 · accession 0001628280-26-055723
ICON PLC · ICLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry Edward Balfe
Officer — Chief Executive Officer · Director
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 4:22 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001060955
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Aug 7, 2026 | M | 728 | — | A | 5,186 | D | |
| Ordinary Shares | Aug 10, 2026 | S | 304 | $163.80 | D | 4,882 | D | |
| Ordinary Shares | Aug 10, 2026 | S | 78 | $165.14 | D | 4,804 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F2 | — | Aug 7, 2026 | M | 728 | D | — | — | Ordinary Shares | 728 | 0 | D |
| Restricted Share UnitsF1,F4 | — | Aug 10, 2026 | A | 22,258 | A | — | — | Ordinary Shares | 22,258 | 22,258 | D |
| Stock OptionsF5,F6 | $166.05 | Aug 10, 2026 | A | 32,635 | A | — | Aug 10, 2034 | Ordinary Shares | 32,635 | 32,635 | D |
Explanation of responses
- F1Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting.
- F2These restricted share units were granted on August 7, 2023 and 728 restricted share units vested on August 7, 2026.
- F3The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
- F4These restricted share units were granted on August 10, 2026 and are scheduled to vest in three approximately equal installments on March 8, 2027, March 8, 2028, and March 8, 2029.
- F5These stock options were granted on August 10, 2026 and are scheduled to vest in four approximately equal installments on March 8, 2027, March 8, 2028, March 8, 2029, and March 8, 2030.
- F6The stock options expire on the eighth anniversary of the grant date, subject to automatic extension until the 30th trading day following any period during which trading is prohibited under the Issuer's Share Trading Policy or applicable law, but in no event later than the tenth anniversary of the grant date.
Remarks
Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.