ICF International Insider Sale: 100 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Reporting person: Morgan James C M, identified as an officer (Chief Operating Officer) of ICF International, Inc. (ICFI). The Form 4 shows a sale of 100 shares of common stock on 09/25/2025 at a reported price of $95 per share. After the reported transaction the reporting person beneficially owned 42,104 shares, held directly. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and amended on May 27, 2025. The form is signed by an attorney-in-fact, James E. Daniel, dated 09/29/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating the sale was pre-authorized and compliant with standard insider trading controls
• Full disclosure of transaction details including date, price, and resulting beneficial ownership enhances transparency

Negative

• Insider sale occurred, which some investors may view negatively despite being small and pre-planned

Insights

Securities Compliance Analyst

TL;DR: Small, pre-planned insider sale executed under a documented 10b5-1 plan; appears routine and compliant.

The reported 100-share sale at $95 was executed under a Rule 10b5-1 trading plan, which signals the transaction was pre-authorized and not necessarily based on material non-public information. The holding after the sale is 42,104 shares (direct), so the sale represents a de minimis percentage of the reported holdings. The filing includes an attorney-in-fact signature dated 09/29/2025, consistent with procedural authorization. From a compliance standpoint, documentation of the 10b5-1 plan and its amendment on May 27, 2025 is the principal mitigating factor for insider trading risk.

Corporate Governance Specialist

TL;DR: Transaction is immaterial to ownership stake but confirms insider used an established trading plan.

The disposal of 100 shares is small relative to the reported 42,104-share position, suggesting limited governance or control impact. The filing explicitly cites a Rule 10b5-1 plan (amended May 27, 2025), which is standard practice to manage insider transactions and reduce perception of opportunistic trading. The Form 4 provides necessary transparency about the transaction date, price, and resulting beneficial ownership.

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

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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).

1. Name and Address of Reporting Person^*

Morgan James C M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		S(1)		100	D	$95	42,104	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, as amended by the reporting person on May 27, 2025.

	/s/ James E. Daniel, Attorney-in-fact	09/29/2025
	** 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.

FAQ

What insider transaction did ICFI COO Morgan James C M report on Form 4?

The filing reports a sale of 100 shares of ICF International (ICFI) common stock on 09/25/2025 at a price of $95 per share.

How many ICFI shares did the reporting person own after the transaction?

After the reported sale the reporting person beneficially owned 42,104 shares, held directly.

Was the sale covered by a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and amended on May 27, 2025.

Who signed the Form 4 and when?

The Form 4 is signed by James E. Daniel, Attorney-in-fact, with a signature date of 09/29/2025.

Does this Form 4 show any derivative transactions?

No. Table II (derivative securities) contains no reported derivative transactions in this filing.