SEC Form 4 · accession 0001628280-26-056296
ICON PLC · ICLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nigel Bernard John Clerkin
Officer — Chief Financial Officer
Period of report
Aug 10, 2026
Accepted (ET)
Aug 12, 2026 · 4:46 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 10, 2026 | M | 918 | — | A | 4,773 | D | |
| Ordinary SharesF2,F3 | Aug 10, 2026 | M | 3,375 | — | A | 8,148 | D | |
| Ordinary SharesF5 | Aug 11, 2026 | S | 237 | $162.72 | D | 7,911 | D | |
| Ordinary SharesF6 | Aug 11, 2026 | S | 259 | $163.77 | D | 7,652 | D | |
| Ordinary SharesF7 | Aug 11, 2026 | S | 1,591 | $164.47 | D | 6,061 | D | |
| Ordinary SharesF8 | Aug 11, 2026 | S | 180 | $165.51 | D | 5,881 | 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 UnitsF2,F1 | — | Aug 10, 2026 | M | 918 | D | — | — | Ordinary Shares | 918 | 1,837 | D |
| Restricted Share UnitsF2,F3 | — | Aug 10, 2026 | M | 3,375 | D | — | — | Ordinary Shares | 3,375 | 6,752 | D |
| Restricted Share UnitsF2,F9 | — | Aug 10, 2026 | A | 14,164 | A | — | — | Ordinary Shares | 14,164 | 14,164 | D |
| Stock OptionsF10,F11 | $166.05 | Aug 10, 2026 | A | 4,793 | A | — | Aug 10, 2034 | Ordinary Shares | 4,793 | 4,793 | D |
Explanation of responses
- F1These restricted share units were granted on March 6, 2025 and (i) 918 restricted share units vested on August 10, 2026, (ii) 918 restricted share units will vest on March 6, 2027, and (iii) 919 restricted share units will vest on March 6, 2028.
- F10These 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.
- F11The 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.
- F2Each 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.
- F3These restricted share units were granted on May 22, 2025 and (i) 3,375 restricted share units vested on August 10, 2026, (ii) 3,375 restricted share units will vest on March 6, 2027, and (iii) 3,377 restricted share units will vest on March 6, 2028.
- F4The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $162.08 to $163.0799, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $163.15 to $164.1499, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $164.16 to $165.1599, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $165.16 to $166.1599, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F9These 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.
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.