[Form 4] ICF International, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider activity

Chief Operating Officer Benjamin E. Huston reported share disposals dated 01 Jul 2025. The filing shows two categories of transactions: (1) 1,219 shares were withheld for taxes upon RSU vesting (transaction code F) at a reference price of $338.26, and (2) nine open-market sales totalling 10,000 shares executed under a Rule 10b5-1 trading plan adopted 13 Dec 2024. Sale prices ranged from $333.64 to $342.01, resulting in roughly $3.38 million in gross proceeds.

After the sequence of transactions, Huston’s direct beneficial ownership fell from 136,855 to 126,855 Class A shares, a decline of about 7.3 percent. No new derivative positions were disclosed and no options were exercised.

• Transaction date: 01 Jul 2025
• Total shares disposed (including tax withholding): 11,219
• Average sale price (weighted): ≈ $338.17
• Proceeds: ≈ $3.38 million
• Remaining direct ownership: 126,855 shares

The use of a pre-arranged 10b5-1 plan moderates signalling risk, yet the scale of the sale may still be perceived by investors as a modestly negative indicator of near-term confidence, particularly given the absence of offsetting insider purchases.

Positive

• None.

Negative

• Chief Operating Officer sold 10,000 shares (~7 % of his holdings) for ≈ $3.38 million, which may be interpreted as a bearish signal despite execution under a 10b5-1 plan.

Insights

Securities Analyst

TL;DR: COO sells 10k shares (~$3.4 M) under 10b5-1; modest negative sentiment.

The disposal reduces Huston’s stake by roughly 7 %. While executed via an established 10b5-1 plan, the sheer dollar value and proximity to 52-week highs could be interpreted as profit-taking or caution on valuation. No offsetting buys were disclosed, so the directional signal is negative. Nevertheless, the remaining 126.9 k-share holding maintains alignment with shareholders. From a liquidity perspective the sale is immaterial to Carvana’s float, but it can influence sentiment given the insider’s senior role.

Corporate Governance Expert

TL;DR: Routine 10b5-1 sales, governance compliant, impact neutral.

The filing follows SEC best practices: advance adoption of a 10b5-1 plan, disclosure of volume-weighted pricing, and timely reporting. The tax-withholding entry indicates equity compensation vesting, a standard occurrence. From a governance standpoint, transparency mitigates concerns of opportunistic trading. Consequently, we view the event as not materially impactful to long-term governance risk.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Crouther Marilyn C

(Last) (First) (Middle)

1902 RESTON METRO PLAZA

(Street)

RESTON VA 20190

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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

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

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	07/01/2025		A		1,720(1)	A	$0.0000	8,582	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

Explanation of Responses:

1. This award of restricted stock units was granted pursuant to ICF International, Inc.'s Amended and Restated 2018 Omnibus Incentive Plan, and represents the Reporting Person's annual equity award. These restricted stock units will vest in equal quarterly increments (Sept. 1, Dec. 1, Mar. 1 and June 1).

	/s/ James E. Daniel, Attorney-in-fact	07/02/2025
	** 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.

FAQ

How many Carvana (CVNA) shares did the COO sell?

10,000 Class A shares were sold on 01 Jul 2025 under a Rule 10b5-1 trading plan.

What proceeds did the insider sale generate?

The weighted-average sale prices imply approximately $3.38 million in gross proceeds.

How much stock does Benjamin Huston still own after the sale?

He now directly owns 126,855 Class A shares.

Was the transaction pre-arranged?

Yes. All sales were executed pursuant to a Rule 10b5-1 plan adopted on 13 Dec 2024.

Did the filing disclose any options or derivatives exercised?

No derivative securities were reported in Table II.

Why were 1,219 shares listed under transaction code "F"?

These shares were withheld to cover taxes due on the vesting of restricted stock units.