SEC Form 4 · accession 0001628280-26-056321
ICON PLC · ICLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eugene Pacelli McCague
Director
Period of report
Aug 10, 2026
Accepted (ET)
Aug 12, 2026 · 4:59 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 | 1,732 | — | A | 4,652 | D | |
| Ordinary SharesF4 | Aug 11, 2026 | S | 88 | $162.72 | D | 4,564 | D | |
| Ordinary SharesF5 | Aug 11, 2026 | S | 96 | $163.77 | D | 4,468 | D | |
| Ordinary SharesF6 | Aug 11, 2026 | S | 590 | $164.47 | D | 3,878 | D | |
| Ordinary SharesF7 | Aug 11, 2026 | S | 67 | $165.51 | D | 3,811 | 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 | 1,732 | D | — | — | Ordinary Shares | 1,732 | 0 | D |
| Restricted Share UnitsF2,F8 | — | Aug 10, 2026 | A | 1,324 | A | — | — | Ordinary Shares | 1,324 | 1,324 | D |
Explanation of responses
- F1These restricted share units were granted on May 22, 2025 and vested on August 10, 2026.
- 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.
- F3The 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.
- F4The 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.
- 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 $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.
- 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 $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.
- 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 $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.
- F8These restricted share units were granted on August 10, 2026 and are scheduled to vest on May 22, 2027.
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.