ICF International COO disposes 2,400 shares under 10b5-1 plan

Rhea-AI Filing Summary

Insider sale under a pre-established plan: The Form 4 shows Chief Operating Officer Morgan James C. M. sold 2,400 shares of ICF International (ICFI) on 10/02/2025 at a weighted-average price of $95.1943 per share. After the sale the reporting person beneficially owned 39,704 shares. The filing states the transactions were executed under a Rule 10b5-1 trading plan adopted earlier and amended on 05/27/2025, and that the reported price is a weighted average of multiple sales between $95.00 and $95.38. The Form is signed by an attorney-in-fact on 10/06/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-planned trading
• Reporting includes weighted-average price range ($95.00–$95.38), and an offer to provide detailed price-by-price info on request

Negative

• Insider sold 2,400 shares, reducing beneficial ownership to 39,704 shares
• Sizable single-day sale at a price near $95.19 could be interpreted as reduced insider exposure

Insights

Corporate Governance Analyst

Sale executed under a Rule 10b5-1 plan reduces insider holdings without suggesting new company-specific disclosures.

The reporting person sold 2,400 shares at a weighted-average price of $95.1943, leaving beneficial ownership of 39,704 shares. Because the trades were executed pursuant to a Rule 10b5-1 plan (amended 05/27/2025), the timing is pre-planned rather than apparently opportunistic.

Risks and points to watch include any future amendments or terminations of the plan and additional Form 4 filings that change total insider ownership; near-term monitoring through subsequent filings over the next 30 days is relevant for assessing any pattern of disposals.

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).

X

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^*

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)
10/02/2025

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	10/02/2025		S(1)		2,400	D	$95.1943(2)	39,704	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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.00 to $95.38, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

	/s/ James E. Daniel, Attorney-in-fact	10/06/2025
	** 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 did the ICFI Form 4 filed by the COO report?

The Form 4 reports the sale of 2,400 common shares on 10/02/2025, at a weighted-average price of $95.1943, with 39,704 shares owned after the sale.

Were the sales for ICFI made under a pre-arranged plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and amended on 05/27/2025.

What price range was reported for the ICFI share sales?

The filing states sales occurred at prices ranging from $95.00 to $95.38, and the Form lists a weighted-average price of $95.1943.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by James E. Daniel, Attorney-in-fact on 10/06/2025.