[Form 4] ICF International, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ICF International VP & Principal Accounting Officer Ranjit S. Chadha reported routine equity compensation activity. He received a grant of 813 restricted stock units, each economically equivalent to one share of ICF International common stock, under the company’s 2018 Omnibus Incentive Plan.

On the same date, several previously granted restricted stock units vested and were exercised into a total of 898 common shares, while 107 shares were withheld at a price of $65.89 per share to cover tax liabilities. Following these transactions, Chadha directly holds 258 shares of common stock and 1,609 restricted stock units.

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^*

Chadha Ranjit S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Principal Accounting Off.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		M		197	A	$0(1)	263	D
Common	03/20/2026		M		102	A	$0(1)	365	D
Common	03/20/2026		F		37	D	$65.89	328	D
Common	03/20/2026		F		70	D	$65.89	258	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
Restricted Stock Units	(2)	03/20/2026		A		813		(3)	(3)	Common	813	$0.0000	2,507	D
Restricted Stock Units	(1)	03/20/2026		M			102	(4)	(4)	Common	102	(1)	2,405	D
Restricted Stock Units	(5)	03/20/2026		M			125	(6)	(6)	Common	125	(7)	2,280	D
Restricted Stock Units	(1)	03/20/2026		M			197	(8)	(8)	Common	197	(1)	2,083	D
Restricted Stock Units	(9)	03/20/2026		M			234	(10)	(10)	Common	234	(9)	1,849	D
Restricted Stock Units	(11)	03/20/2026		M			240	(12)	(12)	Common	240	(13)	1,609	D

Explanation of Responses:

1. The exercise price for the restricted stock unit exercise was $65.89.

2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

3. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.

4. Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

5. The market value for the cash-settled restricted stock unit exercise was $115.32.

6. Represents the second vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.

7. The emarket value for the cash-settled restricted stock unit exercise was $115.32.

8. Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

9. The market value for the cash-settled restricted stock unit exercise was $80.08.

10. Represents the third vesting anniversary (50%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.

11. The exmarket value for the cash-settled restricted stock unit exercise was $66.62.

12. Represents the first vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.

13. The market value for the cash-settled restricted stock unit exercise was $66.62.

	/s/ James E. Daniel, Attorney-in-fact	03/24/2026
	** 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).
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* Form 4: SEC 1474 (03-26)