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ICF International CEO trust sells 6,400 shares

ICF International, Inc. (ICFI) reported that CEO and President John Wasson, through the John M. Wasson Remainder Trust 2022, sold a total of 6,400 shares of common stock on September 1, 2026 under a Rule 10b5-1 trading plan adopted on March 7, 2026.

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

ICF International, Inc. (ICFI) reported that CEO and President John Wasson, through the John M. Wasson Remainder Trust 2022, sold a total of 6,400 shares of common stock on September 1, 2026 under a Rule 10b5-1 trading plan adopted on March 7, 2026. The trust sold 585 shares at a weighted average price of $89.68 and 5,815 shares at a weighted average price of $88.18, in multiple transactions within stated price ranges. Following the reported transactions, Wasson is shown holding 21,582 shares directly, and indirect holdings of 716 shares by spouse, 27,511 shares in the John M. Wasson Rev. Trust, and 39,212 shares in the JW 26 GRAT.

Positive

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Negative

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Insights

Analyzing...

Insider Wasson John
Role CEO & President
Sold 6,400 shs ($565K)
Type Security Shares Price Value
Sale Common F1, F2 585 $89.6822 $52K
Sale Common F1, F3 5,815 $88.1836 $513K
holding Common -- -- --
holding Common -- -- --
holding Common -- -- --
holding Common -- -- --
Holdings After Transaction: Common — 6,339 shares (Indirect, John M. Wasson Remainder Trust 2022); Common — 21,582 shares (Direct); Common — 716 shares (Indirect, By Spouse); Common — 27,511 shares (Indirect, John M. Wasson Rev. Trust); Common — 39,212 shares (Indirect, JW 26 GRAT)
Footnotes (3)
  1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2026. The spouse of the reporting person serves as trustee of the trust.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.49 to $89.85, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.44 to $89.42, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
Shares sold (first transaction) 585 shares Common stock sold on September 1, 2026 by John M. Wasson Remainder Trust 2022
Weighted average price (first transaction) $89.68 per share 585 shares sold; individual prices ranged from $89.49 to $89.85
Shares sold (second transaction) 5,815 shares Common stock sold on September 1, 2026 by John M. Wasson Remainder Trust 2022
Weighted average price (second transaction) $88.18 per share 5,815 shares sold; individual prices ranged from $88.44 to $89.42
Total shares sold 6,400 shares Aggregate of the two reported sales on September 1, 2026
Direct holdings after transactions 21,582 shares Common stock held directly by John Wasson following the reported events
Revocable trust holdings 27,511 shares Common stock held indirectly in the John M. Wasson Rev. Trust
JW 26 GRAT holdings 39,212 shares Common stock held indirectly in JW 26 GRAT
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
grantor retained annuity trust (GRAT) financial
"Common stock held indirectly in the entity described as JW 26 GRAT."
indirect ownership financial
"Shares reported as indirectly owned through trusts and by spouse."

FAQ

What insider transaction did ICFI report for CEO John Wasson on this Form 4?

ICF International reported that CEO John Wasson’s John M. Wasson Remainder Trust 2022 sold 6,400 shares of common stock on September 1, 2026 in open-market or private transactions, as part of a pre-established Rule 10b5-1 trading plan.

At what prices were the ICFI shares sold in John Wasson’s September 1, 2026 transactions?

The trust sold 585 shares at a weighted average price of $89.68, with individual trades from $89.49 to $89.85, and 5,815 shares at a weighted average price of $88.18, with trades from $88.44 to $89.42.

Were John Wasson’s ICFI share sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2026, indicating the transactions were pre-arranged under that plan.

How many ICFI shares does John Wasson hold directly after the reported transactions?

After the reported transactions, John Wasson is shown holding 21,582 shares of ICF International common stock directly, in addition to several indirect holdings through trusts and by spouse.

What indirect ICFI holdings does John Wasson report after these trades?

Indirectly, John Wasson reports 716 shares held by his spouse, 27,511 shares in the John M. Wasson Rev. Trust, and 39,212 shares in the JW 26 GRAT, plus the interests in the John M. Wasson Remainder Trust 2022 that sold shares.

Who controls the trust that sold ICFI shares for John Wasson?

The filing states that the spouse of the reporting person serves as trustee of the John M. Wasson Remainder Trust 2022, which conducted the reported sales of ICF International common stock.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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*
Wasson John

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common09/01/2026S(1)585D$89.6822(2)12,154IJohn M. Wasson Remainder Trust 2022
Common09/01/2026S(1)5,815D$88.1836(3)6,339IJohn M. Wasson Remainder Trust 2022
Common21,582D
Common716IBy Spouse
Common27,511IJohn M. Wasson Rev. Trust
Common39,212IJW 26 GRAT
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2026. The spouse of the reporting person serves as trustee of the trust.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.49 to $89.85, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.44 to $89.42, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
/s/ James E. Daniel, Attorney-in-fact09/02/2026
** Signature of Reporting PersonDate
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)