ICF International (ICFI) CFO nets shares after award vesting

Rhea-AI Filing Summary

ICF International, Inc. Chief Financial Officer Broadus Barry M reported equity compensation activity involving the company’s common stock. On January 20, 2026, he acquired 3,081 shares of common stock at $0.0000 per share, reflecting the vesting of a 2023 performance share award after its performance criteria were met. On the same date, 1,010 shares were withheld at a price of $94.53 per share to cover related tax obligations on the vested shares. Following these transactions, he directly owned 9,610 shares of ICF International common stock.

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^*

Broadus Barry 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 Financial Officer

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		3,081(1)	A	$0.0000	10,620	D
Common	01/20/2026		F		1,010(2)	D	$94.53	9,610	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. 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. 1010 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.
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 activity did ICFI’s CFO report in this Form 4?

The Chief Financial Officer, Broadus Barry M, reported the vesting of a performance share award for 3,081 shares of ICF International common stock and a withholding of 1,010 shares to cover taxes.

How many ICFI shares did the CFO acquire, and at what price?

He acquired 3,081 shares of ICF International common stock on January 20, 2026 at a reported price of $0.0000 per share, reflecting vesting of a performance share award.

Why were 1,010 ICFI shares reported as disposed of by the CFO?

According to the footnotes, 1,010 shares underlying the vested performance shares were withheld to pay the related tax liability, and this disposition was coded as an F transaction at $94.53 per share.

How many ICFI shares does the CFO own after these transactions?

After the reported transactions on January 20, 2026, the Chief Financial Officer directly owned 9,610 shares of ICF International common stock.

What is the source of the 3,081 ICFI shares that vested for the CFO?

The 3,081 shares represent the vesting of a 2023 performance share award that was contingent on achieving certain performance criteria, which have been met.

Does this Form 4 indicate any indirect ownership for the ICFI CFO?

No. The transactions are reported as direct (D) ownership, and there is no nature of indirect beneficial ownership disclosed in the provided data.