ICON PLC CEO sells 5,175 shares to cover taxes

The five sales funded tax withholding tied to the RSU vesting and were described as non-discretionary sell-to-cover transactions.

Available on EDGAR 11/03/2026 - 04:23 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:23 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ICON plc chief executive officer Barry Edward Balfe received 9,662 ordinary shares when 9,662 restricted share units vested on October 31, 2026; 19,324 RSUs remained after vesting. On November 2, 2026, he sold 5,175 ordinary shares in five transactions at reported weighted-average prices ranging from $204.91 to $209.53 per share. The sales funded tax withholding associated with the vesting and were described as non-discretionary “sell to cover” transactions.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Balfe Barry Edward

Role Chief Executive Officer

Sold 5,175 shs ($1.07M)

Approx. gross sale proceeds $1.07M

Share of Position Sold 35.8%

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F3, F4	1,053	$204.91	$216K
Sale	Ordinary Shares F3, F5	1,509	$206.15	$311K
Sale	Ordinary Shares F3, F6	1,224	$207.16	$254K
Sale	Ordinary Shares F3, F7	1,314	$208.00	$273K
Sale	Ordinary Shares F3, F8	75	$209.53	$16K
Exercise	Restricted Share Units F1, F2	9,662	$0.00	$0.00
Exercise	Ordinary Shares F1, F2	9,662	--	--

Holdings After Transaction: Restricted Share Units — 19,324 contracts (Direct); Ordinary Shares — 9,291 shares (Direct)

Holdings Before and After: Restricted Share Units, 28,986 to 19,324 contracts (Direct); Ordinary Shares, 4,804 to 9,291 shares (Direct)

Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (8)

1. F1. 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.
2. F2. These restricted share units were granted on October 31, 2025. The first installment of 9,662 shares vested on October 31, 2026, and the remaining restricted share units will vest in two equal annual installments on October 31, 2027 and October 31, 2028.
3. F3. The sale reported represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $204.6100 to $205.6099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $205.6800 to $206.6799, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $206.7100 to $207.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $207.7100 to $208.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $208.7100 to $209.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

Key Figures

RSUs vested: 9,662 RSUs RSUs remaining after vesting: 19,324 RSUs Ordinary shares sold: 5,175 shares +5 more

8 metrics

RSUs vested 9,662 RSUs October 31, 2026

RSUs remaining after vesting 19,324 RSUs After the October 31, 2026 vesting

Ordinary shares sold 5,175 shares November 2, 2026

Weighted-average sale price $204.91 per share 1,053 shares sold on November 2, 2026

Weighted-average sale price $206.15 per share 1,509 shares sold on November 2, 2026

Weighted-average sale price $207.16 per share 1,224 shares sold on November 2, 2026

Weighted-average sale price $208.00 per share 1,314 shares sold on November 2, 2026

Weighted-average sale price $209.53 per share 75 shares sold on November 2, 2026

Key Terms

restricted share unit, contingent right, nominal conversion price, weighted average price, +1 more

5 terms

restricted share unit technical

"Each restricted share unit represents a contingent right"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

contingent right technical

"represents a contingent right to receive one ordinary share"

nominal conversion price financial

"with a nominal conversion price equal to the par value"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

sell to cover financial

"funded by a “sell to cover” transaction"

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.

FAQ

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

How many ICLR shares did CEO Barry Edward Balfe sell, and at what prices?

Barry Edward Balfe, ICON plc’s chief executive officer, sold 5,175 ordinary shares on November 2, 2026, in five tranches: 1,053 shares at $204.91 per share, 1,509 at $206.15, 1,224 at $207.16, 1,314 at $208.00 and 75 at $209.53. Each reported price was a weighted average. The sales funded tax withholding associated with vesting and were described as non-discretionary sell-to-cover transactions. No Rule 10b5-1 plan is reported.

How many ICLR RSUs vested for CEO Barry Edward Balfe?

On October 31, 2026, 9,662 restricted share units vested and 9,662 ordinary shares were acquired; 19,324 RSUs remained after vesting. The remaining units will vest in two equal annual installments on October 31, 2027 and October 31, 2028. Each RSU represented a contingent right to one ordinary share, with EUR 0.06 per underlying share deducted from pay in connection with vesting.

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

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

IRELAND

(Country)

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

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	10/31/2026		M		9,662	A	(1)(2)	14,466	D
Ordinary Shares	11/02/2026		S(3)		1,053	D	$204.91	13,413(4)	D
Ordinary Shares	11/02/2026		S(3)		1,509	D	$206.15	11,904(5)	D
Ordinary Shares	11/02/2026		S(3)		1,224	D	$207.16	10,680(6)	D
Ordinary Shares	11/02/2026		S(3)		1,314	D	$208	9,366(7)	D
Ordinary Shares	11/02/2026		S(3)		75	D	$209.53	9,291(8)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	10/31/2026		M			9,662	(2)	(2)	Ordinary Shares	9,662	$0	19,324	D

Explanation of Responses:

1. 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.

2. These restricted share units were granted on October 31, 2025. The first installment of 9,662 shares vested on October 31, 2026, and the remaining restricted share units will vest in two equal annual installments on October 31, 2027 and October 31, 2028.

3. The sale reported represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $204.6100 to $205.6099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $205.6800 to $206.6799, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $206.7100 to $207.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $207.7100 to $208.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $208.7100 to $209.7099, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

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.

	/s/ Erina Joan Fox, as Attorney-in-Fact	11/03/2026
	** 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 4 (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 4: SEC 1474 (03-26)