ICF International director receives 2,277-share equity grant

Williams Michelle A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Williams Michelle A reported acquisition or exercise transactions in this Form 4 filing.

ICF International director Michelle A. Williams reported a grant of 2,277 restricted stock units as her annual equity award. The award was made under the ICF International, Inc. 2026 Omnibus Incentive Plan and carries no cash purchase price.

These restricted stock units will vest on the one-year anniversary of the July 1 grant date. Following this equity award, Williams now holds 8,498 shares of common stock directly, reflecting a routine compensation-related increase in her ownership.

Insider Trade Summary

Grant/Award: 2,277 shares

Grant/Award 1 txn

Insider Williams Michelle A

Role Director

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

Holdings After Transaction: Common — 8,498 shares (Direct)

Footnotes (1)

1. F1. 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).

Key Figures

Equity award size: 2,277 restricted stock units Grant price: $0.0000 per share Shares owned after grant: 8,498 shares +1 more

4 metrics

Equity award size 2,277 restricted stock units Annual equity award granted on July 1

Grant price $0.0000 per share Compensation grant, no cash purchase

Shares owned after grant 8,498 shares Direct common stock ownership following transaction

Vesting schedule 1-year cliff vest Restricted stock units vest one year after July 1 grant date

Key Terms

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

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, and represents the Reporting Person's annual equity award"

annual equity award financial

"and represents the Reporting Person's annual equity award"

vest financial

"These restricted stock units will vest on the one year anniversary of the Date of Grant"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ICF International (ICFI) report for Michelle A. Williams?

ICF International reported that director Michelle A. Williams received 2,277 restricted stock units as an annual equity award. The grant was made under the company’s 2026 Omnibus Incentive Plan and increases her direct common stock holdings to 8,498 shares.

Is the Michelle A. Williams Form 4 for ICFI a stock purchase or compensation grant?

The Form 4 reflects a compensation grant, not a stock purchase. Williams received 2,277 restricted stock units at no cash cost as part of her annual equity award under ICF International’s 2026 Omnibus Incentive Plan for directors.

When do Michelle A. Williams’s new restricted stock units at ICF International vest?

The 2,277 restricted stock units granted to Michelle A. Williams will vest on the one-year anniversary of the July 1 grant date. Vesting means the units convert into common stock that she fully owns, subject to plan terms.

How many ICF International shares does Michelle A. Williams own after this Form 4 transaction?

After the reported grant, Michelle A. Williams directly owns 8,498 shares of ICF International common stock. This total includes the impact of the 2,277 restricted stock units awarded as her annual equity grant under the 2026 Omnibus Incentive Plan.

What plan governed the equity award reported in ICF International (ICFI) director’s Form 4?

The equity award was granted under the ICF International, Inc. 2026 Omnibus Incentive Plan. This plan authorizes stock-based compensation, including restricted stock units, which in this case provided Michelle A. Williams her annual equity award as a director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 04:22 PM EDT 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^*

Williams Michelle A

(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)	8,498	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)