ICF International (ICFI) EVP gets 7,090 RSUs, exercises awards and withholds shares for taxes

Rhea-AI Filing Summary

ICF International Executive Vice President Anne F. Choate reported equity compensation activity involving restricted stock units and common shares. On March 20, 2026, she received a grant of 7,090 restricted stock units under the 2018 Omnibus Incentive Plan, which vest over three years at 25%, 25%, and 50% on successive anniversaries.

On the same date, previously granted restricted stock units vested and were exercised in three tranches of 435, 1,053, and 1,732 units, converting into the same number of common shares at an exercise price of $65.89 per share, described as the economic equivalent of one common share per unit. To cover tax obligations and/or exercise costs, 136, 329, and 540 common shares were withheld at $65.89 per share.

Following these transactions, Choate directly holds 10,480 shares of common stock and 14,970 restricted stock units, reflecting a routine mix of equity award grants, vesting, and tax withholding rather than open-market buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Choate Anne F

(Last) (First) (Middle)

1902 RESTON METRO PLAZA

(Street)

RESTON VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	03/20/2026		M		1,732	A	$0(1)	9,997	D
Common	03/20/2026		M		1,053	A	$0(1)	11,050	D
Common	03/20/2026		M		435	A	$0(1)	11,485	D
Common	03/20/2026		F		136	D	$65.89	11,349	D
Common	03/20/2026		F		329	D	$65.89	11,020	D
Common	03/20/2026		F		540	D	$65.89	10,480	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/20/2026		A		7,090		(3)	(3)	Common	7,090	$0.0000	18,190	D
Restricted Stock Units	(1)	03/20/2026		M			435	(4)	(4)	Common	435	(1)	17,755(1)	D
Restricted Stock Units	(1)	03/20/2026		M			1,053	(5)	(5)	Common	1,053	(1)	16,702	D
Restricted Stock Units	(1)	03/20/2026		M			1,732	(6)	(6)	Common	1,732	(1)	14,970	D

Explanation of Responses:

1. The exercise price for the restricted stock unit exercise was $65.89.

2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

3. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.

4. Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

5. Represents the 3rd vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

6. Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

	/s/ James E. Daniel, Attorney-in-fact	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ICF International (ICFI) report for Anne F. Choate?

Anne F. Choate reported a grant of 7,090 restricted stock units and several vesting-related transactions. Previously granted RSUs vested, converted into common shares, and some of those shares were withheld to cover tax and exercise obligations at a price of $65.89 per share.

How many restricted stock units were granted to ICFI executive Anne F. Choate?

Anne F. Choate was granted 7,090 restricted stock units of ICF International, Inc. The grant was made under the company’s 2018 Omnibus Incentive Plan and vests over three years: 25% on each of the first two anniversaries and 50% on the third anniversary.

How do the new ICFI restricted stock units for Anne F. Choate vest over time?

The 7,090 restricted stock units vest over a three-year schedule. Under the 2018 Omnibus Incentive Plan, 25% vest on the first anniversary of the grant, another 25% on the second anniversary, and the remaining 50% on the third anniversary from the grant date.

Did Anne F. Choate buy or sell ICFI shares on the open market?

The reported transactions do not show open-market purchases or sales. They reflect grants of restricted stock units, exercises of previously granted units into common shares, and F-code dispositions where shares were withheld at $65.89 per share to satisfy tax and exercise obligations.

What ICF International (ICFI) equity does Anne F. Choate hold after these Form 4 transactions?

After the reported transactions, Anne F. Choate holds 10,480 common shares and 14,970 restricted stock units. These amounts reflect the net position following RSU grants, vesting and exercises, and share withholdings used to cover tax or exercise-related obligations.

What was the effective price used for ICFI share tax withholding in Anne F. Choate’s filing?

The tax-withholding dispositions used a price of $65.89 per share. Three F-code transactions withheld 136, 329, and 540 common shares at this price to satisfy exercise price or tax liabilities related to the vesting and exercise of restricted stock units.