Director Anne Whitaker reports 1,732 ICON PLC (ICLR) restricted share units

Rhea-AI Filing Summary

ICON PLC director Anne Clem Whitaker reported her initial holdings in the company. The filing shows 1,732 restricted share units, each representing a right to receive one ordinary share.

The units were granted on May 22, 2025 and vest in full on the later of the first anniversary of that date and the date withholding taxes are paid. On vesting, one ordinary share is issued per unit, with a nominal conversion price equal to the shares’ EUR 0.06 par value automatically deducted from her pay.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Whitaker Anne Clem

(Last) (First) (Middle)

C/O ICON PLC

SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN

(Street)

DUBLIN D18 X5R3

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
ICON PLC [ ICLR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	(1)	Ordinary Shares	1,732	(1)	D

Explanation of Responses:

1. These restricted share units were granted on May 22, 2025 and vest in full on, where applicable, the later of (i) the first anniversary of the grant date and (ii) the date of payment of withholding taxes. Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting.

Remarks:

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act. Exhibit 24 - Power of Attorney.

	/s/ Erina Joan Fox, as Attorney-in-Fact	03/18/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

FAQ

What does Anne Clem Whitaker’s Form 3 filing for ICON PLC (ICLR) report?

The Form 3 reports Anne Clem Whitaker’s initial beneficial ownership in ICON PLC, showing 1,732 restricted share units. Each unit represents a contingent right to receive one ordinary share of ICON upon vesting, reflecting her current equity-based compensation position as a director.

How many ICON PLC (ICLR) restricted share units does Anne Clem Whitaker hold?

Anne Clem Whitaker holds 1,732 restricted share units linked to ICON PLC ordinary shares. These units convert into an equal number of ordinary shares upon vesting, giving her a clearly defined equity stake through the company’s long-term incentive compensation structure.

When do Anne Clem Whitaker’s ICON PLC (ICLR) restricted share units vest?

The restricted share units granted to Anne Clem Whitaker vest in full on the later of the first anniversary of the May 22, 2025 grant date and the date withholding taxes are paid. Vesting timing therefore depends both on tenure and on satisfaction of related tax obligations.

What is the economic term of the ICON PLC (ICLR) restricted share units reported?

Each restricted share unit represents one ICON PLC ordinary share upon vesting, with a nominal conversion price equal to the EUR 0.06 par value per share. That nominal amount is automatically deducted from Anne Clem Whitaker’s pay when the units vest and shares are delivered.

Does Anne Clem Whitaker’s Form 3 for ICON PLC (ICLR) show any share sales or purchases?

The Form 3 reflects a holding of restricted share units rather than new purchases or sales. It lists 1,732 units as her existing equity-based position, serving as an initial ownership statement rather than a report of open-market trading activity in ICON PLC shares.