ICFI Form 144: Proposed sale of 2,500 shares worth $237,125

ICF International (ICFI) submitted a Form 144 reporting a proposed sale of 2,500 common shares.

Rhea-AI Filing Summary

ICF International (ICFI) submitted a Form 144 reporting a proposed sale of 2,500 common shares. The sale is to be executed through Morgan Stanley Smith Barney on 09/25/2025 on NASDAQ, with an aggregate market value of $237,125.00. The shares represent restricted stock units acquired from the issuer on 01/24/2020. There are 18,428,490 shares outstanding, so the proposed sale equals roughly 0.0136% of outstanding shares. No other securities were reported sold in the past three months and no donor/gift information is provided.

Insights

Financial Analyst

TL;DR: Small insider sale reported; not material to company capitalization.

The filing discloses a planned sale of 2,500 common shares valued at $237,125 through a major brokerage. Given total outstanding shares of 18,428,490, the transaction is immaterial to market capitalization and unlikely to affect stock liquidity or valuation. The shares were originally issued as restricted stock units in 2020, indicating routine vesting and subsequent disposition rather than extraordinary insider action. No recent sales in the prior three months are reported, which suggests this is an isolated disposition.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 form requirements; represents routine compliance by an insider.

The Form 144 provides required broker, share count, acquisition date and nature (RSUs), and planned sale date consistent with Rule 144 reporting. The signer’s representation about lack of material nonpublic information is included. There are no indications of coordinated multiple disposals or patterns that would raise governance concerns. Documentation appears administrative and compliant with standard insider-sale procedures.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does ICFI's Form 144 report?

The form reports a proposed sale of 2,500 common shares of ICF International with an aggregate market value of $237,125.00 to be sold on 09/25/2025 via Morgan Stanley Smith Barney.

How were the shares acquired that are being sold?

The shares were acquired as Restricted Stock Units from the issuer on 01/24/2020 and the reported amount is 2,500 shares.

What exchange will the ICFI shares be sold on?

The Form 144 specifies the sale will occur on NASDAQ through Morgan Stanley Smith Barney LLC.

How large is the sale relative to ICFI's outstanding shares?

With 18,428,490 shares outstanding, the proposed sale of 2,500 shares represents about 0.0136% of outstanding shares.

Were there any other insider sales reported in the past three months?

The filing states "Nothing to Report" for securities sold during the past three months by the person for whose account these securities are to be sold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/25/2025 - 04:19 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001554231
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ICF International, Inc.
SEC File Number	001-33045
Address of Issuer	1902 Reston Metro Plaza Reston VIRGINIA 20190
Phone	7039343000
Name of Person for Whose Account the Securities are To Be Sold	JAMES C MORGAN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2500	237125.00	18428490	09/25/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/24/2020	Restricted Stock Units	Issuer			2500	01/24/2020	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/25/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/27/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ James C Morgan
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)