[144] ICON PLC SEC Filing

Rhea-AI Filing Summary

ICON plc (ICLR) insider filed a Form 144 to sell 18,901 common shares with an aggregate market value of $3,594,781.19. The shares are scheduled for sale on or about 10/02/2025 on NASDAQ.

The filing shows the 18,901 shares were acquired on 10/01/2025 as restricted stock that vested under a registered plan and were issued by the issuer for services rendered. The filing reports 77,772,130 shares outstanding and indicates no securities sold by the filer in the past three months.

Positive

• 18,901 vested shares were issued under a registered plan, indicating structured equity compensation
• Filer reported Nothing to Report for securities sold in the past three months, showing no recent selling pattern

Negative

• Proposed sale of 18,901 shares totaling $3,594,781.19 will dilute insider ownership on 10/02/2025

Insights

Equity Capital Markets Analyst

Insider plans to sell 18,901 shares (~$3.59M) on 10/02/2025.

This Form 144 notifies the market of a proposed sale of 18,901 shares with an aggregate value of $3,594,781.19 to occur on 10/02/2025 on NASDAQ. The shares were acquired the prior day (10/01/2025) via restricted stock vesting, paid as services rendered, indicating the sale arises from routine equity compensation unlocking rather than a secondary transfer from an external party.

The filing discloses 77,772,130 shares outstanding, which provides context for the sale size relative to the company’s equity base.

Corporate Governance Specialist

Sale stems from vested restricted stock; no prior sales reported in 3 months.

The record shows all 18,901 shares were acquired on 10/01/2025 as restricted stock vesting under a registered plan and paid for by services rendered, and the filer reported "Nothing to Report" for sales in the past three months. This suggests the transaction is an expected disposition following vesting rather than an unusual disposition pattern by the filer.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	18901	3594781.19	77772130	10/02/2025	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	10/01/2025	Restricted stock vesting under a registered plan	Issuer			7447	10/01/2025	Services Rendered
Common	10/01/2025	Restricted stock vesting under a registered plan	Issuer			1342	10/01/2025	Services Rendered
Common	10/01/2025	Restricted stock vesting under a registered plan	Issuer			5784	10/01/2025	Services Rendered
Common	10/01/2025	Restricted stock vesting under a registered plan	Issuer			1617	10/01/2025	Services Rendered
Common	10/01/2025	Restricted stock vesting under a registered plan	Issuer			2711	10/01/2025	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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for ICLR disclose?

The Form 144 discloses a proposed sale of 18,901 common shares valued at $3,594,781.19 to occur on or about 10/02/2025 on NASDAQ.

When and how were the shares being sold acquired?

All 18,901 shares were acquired on 10/01/2025 as restricted stock vesting under a registered plan and paid as services rendered.

Does the filing show recent prior sales by the filer?

No. The filing states Nothing to Report for securities sold during the past three months.

How many shares outstanding does the filing report for ICON plc?

The filing reports 77,772,130 shares outstanding.

On which exchange will the shares be sold?

The proposed sale is scheduled to occur on NASDAQ.