ICF International CEO acquires ESPP shares
ICF International CEO and President John Wasson acquired 279 shares of common stock through the company’s Employee Stock Purchase Plan.
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Form Type
4
Rhea-AI Filing Summary
ICF International CEO and President John Wasson acquired 279 shares of common stock through the company’s Employee Stock Purchase Plan. The shares were purchased for the ESPP offering period from January 2, 2026 through June 30, 2026, at a price not less than ninety-five percent of the per-share fair market value on June 30, 2026. After this ESPP acquisition, he held 21,582 shares directly, in addition to indirect holdings in several trusts and by his spouse. The transaction is described as exempt under Rule 16b-3(c).
Insider Trade Summary
Grant/Award: 279 shares
Grant/Award
5 txns
Insider
Wasson John
Role
CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common | 279 | $70.0625 | $20K |
| holding | Common | -- | -- | -- |
| holding | Common | -- | -- | -- |
| holding | Common | -- | -- | -- |
| holding | Common | -- | -- | -- |
Holdings After Transaction:
Common — 21,582 shares (Direct);
Common — 716 shares (Indirect, By Spouse);
Common — 12,739 shares (Indirect, John M. Wasson Remainder Trust 2022);
Common — 39,922 shares (Indirect, John M. Wasson Rev. Trust);
Common — 39,212 shares (Indirect, JW 26 GRAT)
Footnotes (3)
- F1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of January 2, 2026 through June 30, 2026. This transaction is also exempt pursuant to Rule 16b-3(c).
- F2. The Offering Period (as defined in the ESPP) ended on June 30, 2026, and the shares were acquired on the last business day of the Offering Period.
- F3. In accordance with the ESPP, these shares were purchase at a price not less than ninety-five percent (95%) of the per share fair market value of the Common Shares (as defined in the ESPP) as of June 30, 2026, the last trading day prior to the end of the Offering Period.
Key Figures
ESPP shares acquired: 279 shares
ESPP purchase price: $70.0625 per share
Direct holdings after transaction: 21,582 shares
+4 more
7 metrics
ESPP shares acquired
279 shares
Common stock acquired under ESPP for January 2–June 30, 2026 period
ESPP purchase price
$70.0625 per share
Price for 279 ESPP shares of common stock
Direct holdings after transaction
21,582 shares
Common stock directly owned by John Wasson following ESPP acquisition
JW 26 GRAT holdings
39,212 shares
Indirect ownership via JW 26 GRAT reported as of June 30, 2026
Revocable Trust holdings
39,922 shares
Indirect ownership via John M. Wasson Rev. Trust
Remainder Trust 2022 holdings
12,739 shares
Indirect ownership via John M. Wasson Remainder Trust 2022
Spousal holdings
716 shares
Indirect ownership listed as held by spouse
Key Terms
Employee Stock Purchase Plan, ESPP, Rule 16b-3(c), Offering Period, +1 more
5 terms
Employee Stock Purchase Plan financial
"acquisition of shares of the issuer's common stock pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the ESPP)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
ESPP financial
"pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of January 2, 2026 through June 30, 2026"
An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.
Rule 16b-3(c) regulatory
"This transaction is also exempt pursuant to Rule 16b-3(c)."
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Offering Period financial
"The Offering Period (as defined in the ESPP) ended on June 30, 2026, and the shares were acquired on the last business day of the Offering Period."
fair market value financial
"shares were purchase at a price not less than ninety-five percent (95%) of the per share fair market value of the Common Shares"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ICFI CEO John Wasson report in this Form 4 filing?
John Wasson reported acquiring 279 shares of ICF International common stock through the company’s Employee Stock Purchase Plan. The shares relate to an offering period running from January 2, 2026 through June 30, 2026, and are treated as exempt under Rule 16b-3(c).
Why is John Wasson’s ESPP acquisition in ICF International marked as exempt?
The footnotes state the acquisition is exempt pursuant to Rule 16b-3(c). This rule provides an exemption from certain short-swing profit rules for equity transactions like grants or purchases made under qualifying employee benefit plans such as the ICF International, Inc. 2006 Employee Stock Purchase Plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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