ICON PLC officer proposes $308K tax-cover share sale

The proposed sale is described as a required sell to cover transaction for tax withholding, not a discretionary trade.

Available on EDGAR 11/02/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ICON PLC (ICLR) is the issuer for Officer Nigel Clerkin’s proposed sale of 1,488 common shares, listed at an aggregate market value of $307,501.15 and an approximate sale date of November 2, 2026. The shares are tied to restricted stock vesting on October 31, 2026. Clerkin stated that the sale is required under the applicable award agreement to cover tax withholding and is not discretionary. He also sold 2,267 shares during the prior three months, on August 11, 2026, at an aggregate market value of $372,450.64.

Key Figures

Proposed shares for sale: 1,488 common shares Aggregate market value of proposed sale: $307,501.15 Shares sold during prior three months: 2,267 common shares +1 more

4 metrics

Proposed shares for sale 1,488 common shares Approximate sale date: November 2, 2026

Aggregate market value of proposed sale $307,501.15 Proposed sale of common shares

Shares sold during prior three months 2,267 common shares Sale on August 11, 2026

Aggregate market value of prior sale $372,450.64 Sale on August 11, 2026

Key Terms

Rule 144, sell to cover, Restricted Stock Vesting Under a Registered Plan, tax withholding obligations

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

sell to cover financial

""sell to cover" transactions mandated by the applicable award agreement"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Restricted Stock Vesting Under a Registered Plan technical

"Restricted Stock Vesting Under a Registered Plan"

tax withholding obligations financial

"to satisfy the applicable tax withholding obligation"

FAQ

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

How many ICLR shares does Nigel Clerkin propose to sell?

Officer Nigel Clerkin proposes to sell 1,488 common shares, listed at an aggregate market value of $307,501.15 and an approximate sale date of November 2, 2026.

Why is Nigel Clerkin selling ICLR shares?

The shares are required to be sold to cover tax withholding obligations tied to restricted stock vesting on October 31, 2026. Clerkin stated that the sell to cover transactions are mandated by the applicable award agreement and are not discretionary trades.

How many ICLR shares did Nigel Clerkin sell in the prior three months?

Clerkin sold 2,267 common shares on August 11, 2026, at an aggregate market value of $372,450.64.

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

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002085465
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ICON PUBLIC LIMITED COMPANY
SEC File Number	333-08704
Address of Issuer	South County Business Park Leopardstown Dublin 18 IRELAND D18 X5R3
Phone	353-1-291-2000
Name of Person for Whose Account the Securities are To Be Sold	NIGEL CLERKIN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1488	307501.15	74916724	11/02/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/31/2026	Restricted Stock Vesting Under a Registered Plan	Issuer			1488	10/31/2026	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
NIGEL CLERKIN South County Business Park Leopardstown Dublin 18 L2 D18 X5R3	Common	08/11/2026	2267	372450.64

144: Remarks and Signature

Remarks	Represents the number of shares required to be sold to cover tax withholding obligations in connection with the vesting of compensatory equity awards. These sales are "sell to cover" transactions mandated by the applicable award agreement to satisfy the applicable tax withholding obligation and do not represent discretionary trades by the reporting person.
Date of Notice	11/02/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Nigel Clerkin
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)