ICF International (ICFI) COO details RSU grant, vesting and tax share withholding

Rhea-AI Filing Summary

ICF International, Inc. Chief Operating Officer James C. M. Morgan reported compensation-related equity activity involving restricted stock units and common shares. On 2026-03-20, he received a grant of 12,133 restricted stock units, each equivalent to one share of common stock, under the company’s 2018 Omnibus Incentive Plan. The filing also shows exercises of previously granted restricted stock units covering 7,588 shares of common stock tied to first, second, and third vesting anniversaries. To cover tax obligations at an exercise price of $65.89 per share, 1,983 common shares were withheld rather than sold on the open market. After these transactions, Morgan directly holds 49,683 shares of common stock and 32,476 restricted stock units, indicating a sizeable continuing equity stake.

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

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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^*

Morgan James C M

(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)
	Chief Operating Officer

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		2,833	A	$0(1)	46,911	D
Common	03/20/2026		M		2,625	A	$0(1)	49,536	D
Common	03/20/2026		M		1,073	A	$0(1)	50,609	D
Common	03/20/2026		M		1,057	A	$0(1)	51,666	D
Common	03/20/2026		F		258	D	$65.89	51,408	D
Common	03/20/2026		F		262	D	$65.89	51,146	D
Common	03/20/2026		F		640	D	$65.89	50,506	D
Common	03/20/2026		F		823	D	$65.89	49,683	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		12,133		(3)	(3)	Common	12,133	$0.0000	32,476	D
Restricted Stock Units	(1)	03/20/2026		M			1,057	(4)	(4)	Common	1,057	(1)	31,419	D
Restricted Stock Units	(1)	03/20/2026		M			1,073	(4)	(4)	Common	1,073	(1)	30,346	D
Restricted Stock Units	(1)	03/20/2026		M			2,625	(5)	(5)	Common	2,625	(1)	27,721	D
Restricted Stock Units	(1)	03/20/2026		M			2,833	(6)	(6)	Common	2,833	(1)	24,888	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 third 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 did ICF International (ICFI) COO James Morgan report in this Form 4?

ICF International’s COO James C. M. Morgan reported a new grant of 12,133 restricted stock units and vesting of earlier awards. These awards converted into common shares, with some shares withheld to cover taxes rather than sold in the open market.

How many restricted stock units did ICFI’s COO receive and how do they vest?

He received 12,133 restricted stock units under ICF International’s 2018 Omnibus Incentive Plan. The units vest over three years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the grant date.

Were any of James Morgan’s ICFI share transactions open-market sales or purchases?

The Form 4 shows no open-market purchases or sales. Activity consists of a restricted stock unit grant, exercises of previously granted units, and shares withheld at $65.89 per share to pay tax obligations associated with vesting and exercises.

How many ICF International common shares were involved in tax withholding for the COO?

A total of 1,983 ICF International common shares were withheld for taxes. These dispositions, at an effective exercise price of $65.89 per share, were used to satisfy tax liabilities and do not represent discretionary open-market sales.

What are James Morgan’s ICFI equity holdings after these Form 4 transactions?

After these transactions, James C. M. Morgan directly holds 49,683 shares of ICF International common stock. He also holds 32,476 restricted stock units, which are scheduled to vest over time according to the terms of the company’s 2018 Omnibus Incentive Plan.

What does the Form 4 reveal about previous ICFI restricted stock unit grants to the COO?

The filing shows earlier restricted stock unit grants reaching their first, second, and third vesting anniversaries. These vesting events resulted in exercises covering 7,588 shares of common stock, consistent with the multi-year vesting schedule disclosed for prior awards.