ICF International CEO shifts 39,212 shares to GRAT

ICF International, Inc. insider John Wasson, the CEO and President, reported an internal reallocation of common stock among his indirect ownership accounts.

Rhea-AI Filing Summary

ICF International, Inc. insider John Wasson, the CEO and President, reported an internal reallocation of common stock among his indirect ownership accounts. On March 3, 2026, 39,212 shares of common stock were transferred from his Revocable Trust to the JW 26 GRAT at a stated price of $0.00 per share, reflecting an estate or ownership structuring move rather than a market trade.

After these transfers, Wasson indirectly held 39,922 common shares through the John M. Wasson Rev. Trust and 39,212 common shares through the JW 26 GRAT. He also held 11,220 common shares directly, with additional indirect holdings of 716 common shares through his spouse and 12,739 common shares through the John M. Wasson Remainder Trust 2022 as of the same date.

Insider Trade Summary

Other: 78,424 shares

Other 5 txns

Insider Wasson John

Role CEO & President

Type	Security	Shares	Price	Value
Other	Common	39,212	$0.00	$0.00
Other	Common	39,212	$0.00	$0.00
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 39,922 shares (Indirect, John M. Wasson Rev. Trust); Common — 39,212 shares (Indirect, JW 26 GRAT); Common — 11,220 shares (Direct); Common — 716 shares (Indirect, By Spouse); Common — 12,739 shares (Indirect, John M. Wasson Remainder Trust 2022)

Footnotes (2)

1. F1. The Reporting Person transferred the referenced amount of shares of the issuer's common stock from his Revocable Trust to the JW 26 GRAT.
2. F2. Represents current amount held after transfers between indirect ownership accounts of the Reporting Person.

FAQ

What insider activity did ICF International (ICFI) disclose in this Form 4?

ICF International reported that CEO John Wasson recorded an internal transfer of 39,212 common shares on March 3, 2026 between his indirect ownership accounts, updating his reported direct and indirect holdings without an open market purchase or sale.

How many ICF International (ICFI) shares were moved in the reported transaction?

The filing shows that 39,212 shares of ICF International common stock were transferred from the John M. Wasson Revocable Trust to the JW 26 GRAT, classified as an "Other acquisition or disposition" with no cash price reported per share.

Was the ICF International (ICFI) Form 4 transaction a market buy or sell?

No, the transaction is coded as "J" (Other acquisition or disposition) with a per-share price of $0.00, indicating an internal transfer between John Wasson’s indirect ownership entities rather than an open market purchase or sale of shares.

What are John Wasson’s indirect ICF International (ICFI) holdings after the transfers?

After the reported transfers, John Wasson indirectly held 39,922 common shares via the John M. Wasson Rev. Trust, 39,212 shares via the JW 26 GRAT, 716 shares by his spouse, and 12,739 shares via the John M. Wasson Remainder Trust 2022.

How many ICF International (ICFI) shares does John Wasson hold directly after this Form 4?

The Form 4 shows that John Wasson directly held 11,220 shares of ICF International common stock as of March 3, 2026. This direct position is separate from his various indirect holdings through trusts and his spouse’s account.

What does the JW 26 GRAT hold in ICF International (ICFI) shares after the transaction?

Following the internal transfer described in the Form 4, the JW 26 GRAT is reported to hold 39,212 shares of ICF International common stock. These shares were transferred from the John M. Wasson Revocable Trust at a stated price of $0.00 per share.

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Accepted by SEC EDGAR 03/05/2026 - 04:22 PM Learn about SEC filing dates

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^*

Wasson John

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		J(1)		39,212	D	$0.0000	39,922(2)	I	John M. Wasson Rev. Trust
Common	03/03/2026		J(1)		39,212	A	$0.0000	39,212(2)	I	JW 26 GRAT
Common								11,220	D
Common								716	I	By Spouse
Common								12,739	I	John M. Wasson Remainder Trust 2022

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. The Reporting Person transferred the referenced amount of shares of the issuer's common stock from his Revocable Trust to the JW 26 GRAT.

2. Represents current amount held after transfers between indirect ownership accounts of the Reporting Person.

	/s/ James E. Daniel, Attorney-in-fact	03/05/2026
	** 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.