ICF International (ICFI) CEO Wasson reports award vesting and tax withholding

Rhea-AI Filing Summary

ICF International CEO & President John Wasson reported equity compensation activity involving ICF International, Inc. common stock. On January 20, 2026, he acquired 17,272 shares of common stock at $0.0000 per share, reflecting the vesting of a 2023 performance share award after performance criteria were met. On the same date, 6,283 shares from the vested performance shares were withheld at $94.53 per share to cover related tax obligations.

After these transactions, Wasson held 11,220 common shares directly. He also had indirect holdings of 716 shares through his spouse, 12,739 shares through the John M. Wasson Remainder Trust 2022, and 79,134 shares through the John M. Wasson Revocable Trust.

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^*

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)
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		17,272(1)	A	$0.0000	17,503	D
Common	01/20/2026		F		6,283(2)	D	$94.53	11,220	D
Common								716	I	By Spouse
Common								12,739	I	John M. Wasson Remainder Trust 2022
Common								79,134	I	John M. Wasson Rev. Trust

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. 6283 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.
* 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.
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FAQ

What insider transaction did ICFI CEO John Wasson report?

John Wasson reported the vesting of a 2023 performance share award, resulting in the acquisition of 17,272 ICF International common shares on January 20, 2026, at $0.0000 per share.

Why were some of John Wasson’s vested ICFI shares withheld?

Of the vested performance shares, 6,283 shares were withheld at $94.53 per share to pay the related tax liability associated with the award’s vesting.

How many ICFI shares does John Wasson hold directly after this Form 4?

Following the reported transactions, John Wasson directly held 11,220 shares of ICF International common stock.

What indirect ICFI share holdings are reported for John Wasson?

Indirect holdings include 716 shares held by his spouse, 12,739 shares held by the John M. Wasson Remainder Trust 2022, and 79,134 shares held by the John M. Wasson Revocable Trust.

What is the nature of the 2023 performance share award reported by ICFI’s CEO?

The 2023 performance share award was contingent on achieving specified performance criteria. Those criteria were met, and the award vested, resulting in 17,272 common shares being issued to John Wasson.

Does this ICFI Form 4 indicate open-market purchases or sales by John Wasson?

The reported activity reflects equity award vesting and share withholding for taxes, not open-market purchases or discretionary sales of ICF International shares.