ICF International (ICFI) director awarded 2,277 restricted stock units as annual grant

Rhea-AI Filing Summary

Mehl Randall reported acquisition or exercise transactions in this Form 4 filing.

ICF International, Inc. director Randall Mehl received an equity compensation award of 2,277 shares of common stock on July 1, 2026. The award is in the form of restricted stock units granted under the ICF International, Inc. 2026 Omnibus Incentive Plan and represents his annual equity award. These units will vest on the one-year anniversary of the grant date. Following this grant, Mehl directly holds 23,851 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mehl Randall

Role null

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

Holdings After Transaction: Common — 23,851 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity award size: 2,277 shares Grant price: $0.00 per share Post-grant holdings: 23,851 shares +1 more

4 metrics

Equity award size 2,277 shares Restricted stock units granted July 1, 2026

Grant price $0.00 per share Compensation award, not market purchase

Post-grant holdings 23,851 shares Total common shares held directly after transaction

Vesting schedule 1 year RSUs vest on one-year anniversary of July 1 grant

Key Terms

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

3 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"

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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

FAQ

What insider transaction did ICFI director Randall Mehl report?

Director Randall Mehl reported receiving 2,277 restricted stock units of ICF International common stock as an annual equity award. The grant was made at a price of $0.00 per share as compensation, not a market purchase, increasing his direct holdings to 23,851 shares.

How many ICF International (ICFI) shares does Randall Mehl hold after this grant?

After the grant, Randall Mehl directly holds 23,851 shares of ICF International common stock. This total includes the newly awarded 2,277 restricted stock units, which were granted as his annual equity award under the company’s 2026 Omnibus Incentive Plan.

What type of equity award did ICFI grant to director Randall Mehl?

ICF International granted Randall Mehl an award of 2,277 restricted stock units as his annual equity award. These RSUs were issued under the ICF International, Inc. 2026 Omnibus Incentive Plan and are a form of stock-based compensation rather than a cash-paid share purchase.

When will Randall Mehl’s new ICFI restricted stock units vest?

The 2,277 restricted stock units granted to Randall Mehl will vest on the one-year anniversary of the grant date of July 1. This means the award vests after one year of service from that grant date, according to the terms described for this annual equity award.

Was the ICFI director’s 2,277-share award an open-market purchase?

No, the 2,277-share award was not an open-market purchase. It was a compensation grant of restricted stock units at $0.00 per share under the 2026 Omnibus Incentive Plan, representing Randall Mehl’s annual equity award rather than a discretionary stock buy.

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^*

Mehl Randall

(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)	23,851	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)