ICON accounting chief Emer Lyons sells 272 shares

The reported share sale was a non-discretionary sell-to-cover transaction for tax withholding.

Rhea-AI Filing Summary

ICON plc's Chief Accounting Officer, Emer Lyons, had 510 restricted share units vest in full in one installment on October 22, 2026, settling into 510 ordinary shares. Each unit represented a contingent right to receive one ordinary share; a nominal conversion price of EUR 0.06 per underlying share was automatically deducted from pay in connection with vesting. On October 23, 2026, Lyons sold 272 ordinary shares in a sell-to-cover transaction to satisfy tax withholding obligations; the sale was described as non-discretionary. The five reported weighted-average prices ranged from $180.5400 to $184.2900 per share. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Lyons Emer

Role Chief Accounting Officer

Sold 272 shs ($50K)

Approx. gross sale proceeds $50K

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F3, F4	42	$180.54	$8K
Sale	Ordinary Shares F3, F5	81	$181.39	$15K
Sale	Ordinary Shares F3, F6	43	$182.30	$8K
Sale	Ordinary Shares F3, F7	52	$183.42	$10K
Sale	Ordinary Shares F3, F8	54	$184.29	$10K
Exercise	Restricted Share Units F2, F1	510	$0.00	$0.00
Exercise	Ordinary Shares F1, F2	510	--	--

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Ordinary Shares — 990 shares (Direct)

Footnotes (8)

1. F1. These restricted stock units were granted on May 22, 2023 and vested in full in one installment on October 22, 2026.
2. F2. 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.
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 $179.8800 to $180.8799, 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 $180.8900 to $181.8899, 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 $181.8900 to $182.8899, 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 $182.9400 to $183.9399, 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 $183.9400 to $184.9399, 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

Restricted share units vested: 510 units Ordinary shares acquired upon settlement: 510 shares Ordinary shares sold: 272 shares +5 more

8 metrics

Restricted share units vested 510 units Vested in full on October 22, 2026

Ordinary shares acquired upon settlement 510 shares Settlement of restricted share units on October 22, 2026

Ordinary shares sold 272 shares Sold on October 23, 2026 to cover tax withholding obligations

Weighted-average sale price $180.5400 per share 42 shares sold on October 23, 2026

Weighted-average sale price $181.3900 per share 81 shares sold on October 23, 2026

Weighted-average sale price $182.3000 per share 43 shares sold on October 23, 2026

Weighted-average sale price $183.4200 per share 52 shares sold on October 23, 2026

Weighted-average sale price $184.2900 per share 54 shares sold on October 23, 2026

Key Terms

Restricted Share Units, contingent right, nominal conversion price, sell to cover, +1 more

5 terms

Restricted Share Units financial

"Restricted Share Units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

contingent right financial

"represents a contingent right to receive one ordinary share"

nominal conversion price financial

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

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.

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.

FAQ

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

How many ICLR shares did its Chief Accounting Officer sell, and at what prices?

Emer Lyons sold 272 ordinary shares on October 23, 2026, in five reported tranches. Their weighted-average prices were $180.5400, $181.3900, $182.3000, $183.4200 and $184.2900 per share. The sale covered tax withholding obligations and was described as non-discretionary.

When did ICON plc's restricted share units vest, and what did they convert into?

510 restricted share units vested in full in one installment on October 22, 2026, settling into 510 ordinary shares. Each unit represented a contingent right to one ordinary share, with a nominal conversion price of EUR 0.06 per underlying share automatically deducted from pay in connection with vesting.

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

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Available on EDGAR 10/26/2026 - 06:57 AM EDT Accepted by SEC EDGAR 10/26/2026 - 06:57 AM EDT Learn about SEC filing dates

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^*

Lyons Emer

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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	10/22/2026		M		510	A	(1)(2)	1,262	D
Ordinary Shares	10/23/2026		S(3)		42	D	$180.54(4)	1,220	D
Ordinary Shares	10/23/2026		S(3)		81	D	$181.39(5)	1,139	D
Ordinary Shares	10/23/2026		S(3)		43	D	$182.3(6)	1,096	D
Ordinary Shares	10/23/2026		S(3)		52	D	$183.42(7)	1,044	D
Ordinary Shares	10/23/2026		S(3)		54	D	$184.29(8)	990	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	(2)	10/22/2026		M			510	(1)	(1)	Ordinary Shares	510	$0	0	D

Explanation of Responses:

1. These restricted stock units were granted on May 22, 2023 and vested in full in one installment on October 22, 2026.

2. 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.

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 $179.8800 to $180.8799, 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 $180.8900 to $181.8899, 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 $181.8900 to $182.8899, 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 $182.9400 to $183.9399, 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 $183.9400 to $184.9399, 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	10/26/2026
	** 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)