ICF International (ICFI) EVP reports 1,996-share vesting

Rhea-AI Filing Summary

ICF International Executive Vice President Sergio J. Ostria reported equity compensation activity in the company’s common stock. On January 20, 2026, he acquired 1,996 common shares at $0.00 per share, reflecting the vesting of a 2023 performance share award after specified performance criteria were met. On the same date, 751 vested shares were withheld at $94.53 per share to cover related tax obligations. After these transactions, he directly held 24,570 common shares of ICF International.

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^*

Ostria Sergio J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		A		1,996(1)	A	$0.0000	25,321	D
Common	01/20/2026		F		751(2)	D	$94.53	24,570	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. In 2023, the Reportable Person was awarded a performance share award, contingent upon the achievement of certain performance criteria. The criteria have been met and these shares represent the vesting of the shares pursuant to that award.

2. 751 of the shares underlying vested performance shares were withheld to pay the related tax liability.

	/s/ James E. Daniel, Attorney-in-fact	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ICF International (ICFI) report for Sergio J. Ostria?

ICF International reported that Executive Vice President Sergio J. Ostria had a performance share award vest, resulting in the acquisition of 1,996 common shares on January 20, 2026, followed by the withholding of 751 shares to cover taxes.

How many ICF International shares did Sergio J. Ostria acquire and at what price?

He acquired 1,996 common shares of ICF International at a price of $0.00 per share, reflecting the vesting of performance-based equity rather than an open-market purchase.

Why were 751 ICF International shares withheld from Sergio J. Ostria?

According to the filing, 751 shares underlying the vested performance shares were withheld to pay the related tax liability, at a reference price of $94.53 per share.

What was the source of Sergio J. Ostria’s new ICF International shares?

The new shares came from a 2023 performance share award granted to Sergio J. Ostria, which vested after the company achieved certain performance criteria specified in the award.

How many ICF International (ICFI) shares does Sergio J. Ostria now hold?

After the reported transactions, Sergio J. Ostria directly owns 24,570 shares of ICF International common stock.

Is Sergio J. Ostria a director or large shareholder of ICF International?

The filing lists Sergio J. Ostria as an officer, serving as Executive Vice President, and does not identify him as a director or a 10% owner.