ICF International (NASDAQ: ICFI) director granted 2,277 RSUs

Rhea-AI Filing Summary

Crouther Marilyn C reported acquisition or exercise transactions in this Form 4 filing.

ICF International director Marilyn C. Crouther received an award of 2,277 restricted stock units as her annual equity grant under the ICF International, Inc. 2026 Omnibus Incentive Plan. These units vest on the one-year anniversary of the July 1 grant date. Following this award, she directly holds 10,859 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Crouther Marilyn C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	2,277	$0.00	--

Holdings After Transaction: Common — 10,859 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity award size: 2,277 restricted stock units Shares after transaction: 10,859 shares Grant price: $0.0000 per share +1 more

4 metrics

Equity award size 2,277 restricted stock units Annual equity award granted July 1 under 2026 Omnibus Incentive Plan

Shares after transaction 10,859 shares Total common shares directly held following the award

Grant price $0.0000 per share Compensation grant, not an open-market purchase or sale

Vesting schedule One-year cliff vesting RSUs vest on the one-year anniversary of July 1 grant date

Key Terms

restricted stock units, 2026 Omnibus Incentive Plan, annual equity award, Form 4

4 terms

restricted stock units financial

"This award of restricted stock units was granted pursuant to the ICF International, Inc. 2026 Omnibus Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2026 Omnibus Incentive Plan financial

"was granted pursuant to the ICF International, Inc. 2026 Omnibus Incentive Plan"

annual equity award financial

"represents the Reporting Person's annual equity award"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:22 PM Accepted by SEC EDGAR 07/02/2026 - 04:21 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^*

Crouther Marilyn C

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		A		2,277	A	$0.0000(1)	10,859	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 the ICF International, Inc. 2026 Omnibus Incentive Plan, and represents the Reporting Person's annual equity award. These restricted stock units will vest on the one year anniversary of the Date of Grant (July 1).

	/s/ James E. Daniel, Attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ICFI director Marilyn C. Crouther report?

Marilyn C. Crouther reported receiving 2,277 restricted stock units as an equity award. The grant was made under ICF International’s 2026 Omnibus Incentive Plan and represents her annual equity compensation as a board member.

How many ICF International shares does Marilyn C. Crouther hold after this Form 4?

After the reported award, Marilyn C. Crouther directly holds 10,859 ICF International common shares. This total includes the impact of the 2,277 restricted stock units granted as part of her annual equity compensation package.

What are the vesting terms of Marilyn C. Crouther’s new ICFI restricted stock units?

The 2,277 restricted stock units granted to Marilyn C. Crouther vest on the one-year anniversary of the July 1 grant date. Vesting means the units convert into shares over time as long as service conditions are met.

Under which plan was Marilyn C. Crouther’s ICFI equity award granted?

Her 2,277 restricted stock units were granted under the ICF International, Inc. 2026 Omnibus Incentive Plan. This plan governs stock-based compensation awards made by the company to directors, executives, and other eligible participants.

Was Marilyn C. Crouther’s ICFI Form 4 transaction a market purchase or sale?

The Form 4 reports a grant of 2,277 restricted stock units, not a market trade. The award is categorized as a grant or other acquisition, with a zero dollar transaction price per share, reflecting compensation rather than an open-market purchase or sale.