ICON plc (ICLR) CEO details stock option and RSU holdings

Rhea-AI Filing Summary

ICON plc Chief Executive Officer and director Barry Edward Balfe reported his initial ownership of company equity awards. The filing shows direct holdings of stock options and restricted share units, each tied to ordinary shares of ICON.

His positions include stock options over 15,328 ordinary shares with an exercise price of 185.1800 and expiration on March 6, 2033, plus additional option grants with exercise prices of 159.3300, 231.6800, 233.8800 and 325.5100 per share. He also holds several restricted share unit awards, including 28,986, 7,699 and 3,047 units, each representing a contingent right to receive one ordinary share, along with smaller RSU grants of 1,664, 728 and 500 units that vest on specified future dates.

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

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1. Name and Address of Reporting Person^*

Balfe Barry Edward

(Last) (First) (Middle)

C/O ICON PLC

SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN

(Street)

DUBLIN D18X5R3

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
Ordinary Shares	4,458	D

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
Stock Options	(1)	03/03/2028	Ordinary Shares	886	$159.33	D
Restricted Share Units	(2)	(2)	Ordinary Shares	28,986	(3)	D
Restricted Share Units	(4)	(4)	Ordinary Shares	7,699	(3)	D
Stock Options	(5)	03/03/2031	Ordinary Shares	4,480	$233.88	D
Stock Options	(6)	03/03/2030	Ordinary Shares	3,405	$231.68	D
Restricted Share Units	(7)	(7)	Ordinary Shares	3,047	(3)	D
Stock Options	(8)	03/06/2033	Ordinary Shares	15,328	$185.18	D
Stock Options	(1)	03/03/2029	Ordinary Shares	2,131	$174.96	D
Stock Options	(9)	03/03/2032	Ordinary Shares	4,914	$325.51	D
Restricted Share Units	(10)	(10)	Ordinary Shares	728	(3)	D
Restricted Share Units	(11)	(11)	Ordinary Shares	500	(3)	D
Restricted Share Units	(12)	(12)	Ordinary Shares	1,664	(3)	D

Explanation of Responses:

1. Fully vested.

2. These restricted share units were granted on October 31, 2025 and vest annually in three equal installments on the applicable anniversary of the grant date.

3. 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.

4. These restricted share units were granted on May 22, 2025 and (i) 3,849 restricted share units will vest on March 6, 2027 and (ii) 3,850 restricted share units will vest on March 6, 2028.

5. These stock options were granted on March 3, 2023. Of these options, 1,119 vested in 2025 and in 2026, 1,119 will vest in 2027 and 1,123 will vest in 2028, in each case on the applicable anniversary of the grant date.

6. These stock options were granted on March 3, 2022. Of these options, 1,135 vested in 2025 and 2026 and 1,135 will vest in 2027, in each case on the applicable anniversary of the grant date.

7. These restricted share units were granted on March 6, 2025 and (i) 1,523 restricted share units will vest on March 6, 2027 and (ii) 1,524 restricted share units will vest on March 6, 2028.

8. These stock options were granted on March 6, 2025. Of these options, 3,832 vested in 2026 and 3,832 will vest in 2027, 2028 and 2029, in each case on the applicable anniversary of the grant date.

9. These stock options were granted on March 3, 2024. Of these options, 1,228 vested in 2025 and 2026, 1,228 will vest in 2027 and 1,230 will vest in 2028, in each case on the applicable anniversary of the grant date.

10. These restricted share units were granted on August 7, 2023 and 728 restricted share units will vest on August 7, 2026.

11. These restricted share units were granted on March 3, 2024 and 500 restricted share units will vest on March 3, 2027.

12. These restricted share units were granted on March 3, 2024 and will vest in full on March 3, 2027.

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 ICON (ICLR) CEO Barry Balfe’s Form 3 filing show?

It shows Barry Balfe’s initial ownership of ICON equity awards as CEO and director. The filing lists his direct holdings of stock options and restricted share units, each linked to ordinary shares, along with their exercise prices, expiration dates, and vesting schedules.

How many ICON (ICLR) shares are covered by Barry Balfe’s largest option grant?

Barry Balfe’s largest listed stock option grant covers 15,328 ordinary shares at an exercise price of 185.1800 per share. These options were granted on March 6, 2025 and are scheduled to vest in annual installments through 2029, with expiration on March 6, 2033.

What restricted share units does ICON (ICLR) CEO Barry Balfe hold?

He holds multiple restricted share unit awards, including 28,986, 7,699 and 3,047 units, each tied to ordinary shares. Additional grants of 1,664, 728 and 500 units are scheduled to vest between March 3, 2027 and March 6, 2028, subject to their stated vesting terms.

When do Barry Balfe’s ICON (ICLR) restricted share units vest?

Several RSU grants vest annually over three years from their grant dates, including awards granted on October 31, 2025 and March 6, 2025. Other RSUs vest on specific dates, such as March 3, 2027, March 6, 2027, March 6, 2028 and August 7, 2026.

Are Barry Balfe’s ICON (ICLR) equity awards fully vested?

Only some of Barry Balfe’s awards are fully vested, as indicated for certain stock options. Many option and restricted share unit grants remain unvested, with portions scheduled to vest on future anniversaries of their grant dates through 2029 according to the described vesting schedules.

Does ICON (ICLR) CEO Barry Balfe directly own ordinary shares?

Yes. In addition to options and restricted share units, Barry Balfe directly holds 4,458 ordinary shares. These are shown separately from derivative awards and represent outright share ownership, complementing his various incentive-based equity positions in ICON.