ICF International (ICFI) EVP awarded RSUs, covers taxes with shares

Rhea-AI Filing Summary

ICF International Executive Vice President Sergio J. Ostria reported routine equity compensation activity. He received a grant of 3,766 restricted stock units (RSUs) under the company’s 2018 Omnibus Incentive Plan. These RSUs vest over three years, with 25% on each of the first two anniversaries and 50% on the third.

On the same date, previously granted RSUs vested and were exercised into 2,847 shares of common stock at an exercise price of $65.89 per share, as disclosed. To cover tax obligations, 950 shares of common stock were disposed of through tax withholding, not open‑market sales. After these transactions, Ostria directly holds 26,467 shares of ICF International common stock.

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 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		1,237	A	$0.0000(1)	25,807	D
Common	03/20/2026		M		887	A	$0.0000(1)	26,694	D
Common	03/20/2026		M		406	A	$0.0000(1)	27,100	D
Common	03/20/2026		M		317	A	$0.0000(1)	27,417	D
Common	03/20/2026		F		106	D	$65.89	27,311	D
Common	03/20/2026		F		136	D	$65.89	27,175	D
Common	03/20/2026		F		296	D	$65.89	26,879	D
Common	03/20/2026		F		412	D	$65.89	26,467	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		3,766		(3)	(3)	Common	3,766	$0.0000	8,713	D
Restricted Stock Units	$0.0000(1)	03/20/2026		M			317	(4)	(4)	Common	317	(1)	2,740	D
Restricted Stock Units	$0.0000(1)	03/20/2026		M			406	(4)	(4)	Common	406	(1)	2,334	D
Restricted Stock Units	$0.0000(1)	03/20/2026		M			887	(5)	(5)	Common	887	(1)	1,447	D
Restricted Stock Units	$0.0000(1)	03/20/2026		M			1,237	(6)	(6)	Common	1,237	(1)	210	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).
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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) disclose about Sergio J. Ostria’s new RSU grant?

ICF International granted Sergio J. Ostria 3,766 restricted stock units. The award was made under the 2018 Omnibus Incentive Plan and vests over three years: 25% on each of the first two anniversaries and 50% on the third anniversary of the grant date.

How many ICF International (ICFI) RSUs did Sergio J. Ostria have vest and convert to shares?

Previously granted RSUs totaling 2,847 units vested and were exercised into 2,847 common shares. The filing describes these as exercises or conversions of restricted stock units at an exercise price of $65.89 per share, reflecting routine equity compensation activity.

What tax-withholding share dispositions did Sergio J. Ostria report for ICF International (ICFI)?

Ostria reported tax-withholding dispositions totaling 950 common shares. These were recorded under transaction code F at a price of $65.89 per share and represent shares delivered to satisfy tax liabilities, not open-market stock sales to third-party buyers.

What is Sergio J. Ostria’s direct ICF International (ICFI) shareholding after these Form 4 transactions?

After the reported transactions, Ostria directly holds 26,467 common shares. This figure reflects his position following RSU vesting, exercises into common stock, and the delivery of a portion of shares to cover related tax obligations described in the filing.

How do the new RSUs granted to Sergio J. Ostria at ICF International (ICFI) vest over time?

The 3,766 newly granted RSUs vest in three annual stages. Under the 2018 Omnibus Incentive Plan, 25% vest on the first anniversary, another 25% on the second anniversary, and the remaining 50% on the third anniversary from the grant date, subject to plan terms.

Are Sergio J. Ostria’s ICF International (ICFI) Form 4 transactions open-market buys or sales?

No, the filing shows compensation-related grants, vesting, and tax withholding. Ostria received RSU awards, had existing RSUs convert into common shares, and delivered shares to cover tax liabilities; it does not report open-market stock purchases or sales.