ICON PLC (ICLR) director Climax details options, RSUs and share stakes

Rhea-AI Filing Summary

ICON PLC director Dr. John Climax filed an initial ownership report showing his existing equity position in the company. The filing lists fully vested stock options over 5,005 ordinary shares with an exercise price of $125.74 per share expiring on May 18, 2026, as well as 1,732 restricted share units that each convert into one ordinary share upon vesting, subject to tax withholding mechanics. It also shows 1,196 ordinary shares held directly and additional ordinary shares held indirectly through Poplar Limited and White Poplar Limited, where he is the majority shareholder but disclaims beneficial ownership except for his pecuniary interest. The document reflects holdings only and does not report any new purchases or sales.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider CLIMAX JOHN DR

Role Director

Type	Security	Shares	Price	Value
holding	Stock Options	--	--	--
holding	Restricted Share Units	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Stock Options — 5,005 shares (Direct); Restricted Share Units — 1,732 shares (Direct); Ordinary Shares — 1,196 shares (Direct); Ordinary Shares — 285,151 shares (Indirect, Held by Poplar Limited)

Footnotes (1)

1. The reporting person is the majority shareholder of Poplar Limited and, as a result, may be deemed to beneficially own the shares held by Poplar Limited. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. The reporting person is the majority shareholder of White Poplar Limited and, as a result, may be deemed to beneficially own the shares held by White Poplar Limited. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. Fully vested. 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.

Understanding Insider Trading Forms →

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^*

CLIMAX JOHN DR

(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
	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)
Ordinary Shares	1,196	D
Ordinary Shares	285,151	I	Held by Poplar Limited(1)
Ordinary Shares	1,310	I	Held by White Poplar Limited(2)

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	(3)	05/18/2026	Ordinary Shares	5,005	$125.74	D
Restricted Share Units	(4)	(4)	Ordinary Shares	1,732	(4)	D

Explanation of Responses:

1. The reporting person is the majority shareholder of Poplar Limited and, as a result, may be deemed to beneficially own the shares held by Poplar Limited. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

2. The reporting person is the majority shareholder of White Poplar Limited and, as a result, may be deemed to beneficially own the shares held by White Poplar Limited. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

3. Fully vested.

4. 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 ICON PLC (ICLR) director Dr. John Climax report on this Form 3?

Dr. John Climax reports his existing ownership in ICON PLC, including stock options, restricted share units, and ordinary shares. The filing establishes his baseline equity position as a director and does not disclose any new transactions such as purchases or sales.

How many stock options does Dr. John Climax hold in ICON PLC (ICLR)?

He holds stock options over 5,005 underlying ordinary shares with an exercise price of $125.74 per share, expiring on May 18, 2026. These options are described as fully vested, meaning they are currently exercisable under the terms disclosed.

What restricted share units are disclosed for Dr. John Climax at ICON PLC (ICLR)?

The filing discloses 1,732 restricted share units, each representing a contingent right to receive one ordinary share upon vesting. They were granted on May 22, 2025 and vest in full after the first anniversary and payment of withholding taxes, with a nominal conversion price deducted from pay.

What direct ordinary share holdings does Dr. John Climax report in ICON PLC (ICLR)?

He reports 1,196 ordinary shares held directly. This figure reflects shares registered in his own name, separate from indirect holdings through entities, and forms part of his overall equity exposure to ICON PLC at the time of the filing.

How are Poplar Limited and White Poplar Limited related to ICON PLC (ICLR) director Dr. John Climax?

Ordinary shares are held indirectly through Poplar Limited and White Poplar Limited, in which he is the majority shareholder. He may be deemed to beneficially own these shares but disclaims beneficial ownership except to the extent of his pecuniary interest in those entities.

Does this ICON PLC (ICLR) Form 3 show any insider buying or selling by Dr. John Climax?

No, the Form 3 records holdings only and shows no transactions classified as buys or sells. It is an initial ownership statement that outlines his existing options, restricted share units, and share positions rather than reporting trading activity.