Were Anne Clem Whitaker’s ICON PLC (ICLR) share sales discretionary?

The filing states the 841-share sale was executed to cover tax withholding obligations via a "sell to cover" transaction and does not represent a discretionary transaction by Anne Clem Whitaker.

What new restricted share units did Anne Clem Whitaker receive from ICON PLC (ICLR)?

She received a grant of 1,324 restricted share units on August 10, 2026. According to the filing, these RSUs are scheduled to vest on May 22, 2027 , each settling into one ordinary share upon vesting.

How do ICON PLC (ICLR) restricted share units convert into ordinary shares?

Each restricted share unit represents a contingent right to one ordinary share . Upon vesting, a nominal conversion price of EUR 0.06 per share is automatically deducted from the reporting person’s pay, and shares are delivered.

ICON PLC (ICLR) director logs RSU vesting, new grant and tax sell-to-cover trades

Q: What equity transactions did ICON PLC (ICLR) director Anne Clem Whitaker report?

Anne Clem Whitaker reported 1,732 restricted share units vesting into ordinary shares, a new grant of 1,324 RSUs , and sales of 841 shares executed solely to cover tax withholding obligations related to the vesting.

Q: How many ICON PLC (ICLR) shares were sold and at what prices?

A total of 841 ordinary shares were sold on August 11, 2026 in multiple transactions at weighted-average prices ranging from about $162.08 to $166.1599 per share, as detailed in the transaction footnotes.

Q: Why are Anne Clem Whitaker’s ICON PLC (ICLR) transactions exempt from certain U.S. rules?

The remarks state ICON plc qualifies as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act, so the reporting person’s equity transactions are exempt from Sections 16(b) and 16(c) short-swing profit rules.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ICON plc director Anne Clem Whitaker reported equity compensation activity around vesting of restricted share units. On August 10, 2026, 1,732 restricted share units vested and were converted into the same number of ordinary shares, with a nominal conversion price of EUR 0.06 per share deducted from pay. She also received a new grant of 1,324 restricted share units scheduled to vest on May 22, 2027. On August 11, 2026, 841 ordinary shares were sold in multiple trades at weighted-average prices around $162.72–$165.51 solely to cover tax withholding obligations under a "sell to cover" arrangement, which the filing states did not represent a discretionary transaction.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Whitaker Anne Clem

Role Director

Sold 841 shs ($138K)

Approx. gross sale proceeds $138K

Type	Security	Shares	Price	Value
Sale	Ordinary Shares ^{F3, F4}	88	$162.72	$14K
Sale	Ordinary Shares ^{F3, F5}	96	$163.77	$16K
Sale	Ordinary Shares ^{F3, F6}	590	$164.47	$97K
Sale	Ordinary Shares ^{F3, F7}	67	$165.51	$11K
Exercise	Restricted Share Units ^{F2, F1}	1,732	$0.00	$0.00
Grant/Award	Restricted Share Units ^{F2, F8}	1,324	$0.00	$0.00
Exercise	Ordinary Shares ^{F1, F2}	1,732	--	--

Holdings After Transaction: Restricted Share Units — 1,324 shares (Direct); Ordinary Shares — 891 shares (Direct)

Footnotes (8)

F1. These restricted share units were granted on May 22, 2025 and vested on August 10, 2026.
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.
F3. The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. 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.
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 $162.08 to $163.0799, 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(s) set forth in this footnote of this Form 4.
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 $163.15 to $164.1499, 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(s) set forth in this footnote of this Form 4.
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 $164.16 to $165.1599, 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(s) set forth in this footnote of this Form 4.
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 $165.16 to $166.1599, 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(s) set forth in this footnote of this Form 4.
F8. These restricted share units were granted on August 10, 2026 and are scheduled to vest on May 22, 2027.

Key Figures

Shares sold to cover taxes: 841 shares Weighted-average sale price block 1: $162.08 to $163.0799 Weighted-average sale price block 2: $163.15 to $164.1499 +5 more

8 metrics

Shares sold to cover taxes 841 shares Ordinary shares sold on August 11, 2026 to cover tax withholding obligations

Weighted-average sale price block 1 $162.08 to $163.0799 Price range for one aggregated sale tranche referenced in a footnote

Weighted-average sale price block 2 $163.15 to $164.1499 Price range for another aggregated sale tranche on August 11, 2026

Weighted-average sale price block 3 $164.16 to $165.1599 Price range for third aggregated sale tranche on August 11, 2026

Weighted-average sale price block 4 $165.16 to $166.1599 Price range for fourth aggregated sale tranche on August 11, 2026

RSUs vested and converted 1,732 RSUs Restricted share units granted May 22, 2025 that vested on August 10, 2026

New RSU grant 1,324 RSUs Restricted share units granted August 10, 2026 scheduled to vest May 22, 2027

Nominal conversion price EUR 0.06 per share Par value deducted from pay per underlying share on RSU vesting

Key Terms

restricted share units, sell to cover, weighted average price, foreign private issuer

4 terms

sell to cover financial

"obligations to be funded by a "sell to cover" transaction and does not"

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. These shares"

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.

foreign private issuer regulatory

"Due to the issuer's status as a foreign private issuer pursuant to Rule"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 05:02 PM Accepted by SEC EDGAR 08/12/2026 - 05:02 PM

FAQ

What equity transactions did ICON PLC (ICLR) director Anne Clem Whitaker report?

Anne Clem Whitaker reported 1,732 restricted share units vesting into ordinary shares, a new grant of 1,324 RSUs, and sales of 841 shares executed solely to cover tax withholding obligations related to the vesting.

How many ICON PLC (ICLR) shares were sold and at what prices?

A total of 841 ordinary shares were sold on August 11, 2026 in multiple transactions at weighted-average prices ranging from about $162.08 to $166.1599 per share, as detailed in the transaction footnotes.

Why are Anne Clem Whitaker’s ICON PLC (ICLR) transactions exempt from certain U.S. rules?

The remarks state ICON plc qualifies as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act, so the reporting person’s equity transactions are exempt from Sections 16(b) and 16(c) short-swing profit rules.

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^*

Whitaker Anne Clem

(Last)

(First)

(Middle)

C/O ICON PLC

SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN

(Street)

DUBLIN

D18 X5R3

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/10/2026		M		1,732	A	⁽¹⁾⁽²⁾	1,732	D
Ordinary Shares	08/11/2026		S⁽³⁾		88	D	$162.72⁽⁴⁾	1,644	D
Ordinary Shares	08/11/2026		S⁽³⁾		96	D	$163.77⁽⁵⁾	1,548	D
Ordinary Shares	08/11/2026		S⁽³⁾		590	D	$164.47⁽⁶⁾	958	D
Ordinary Shares	08/11/2026		S⁽³⁾		67	D	$165.51⁽⁷⁾	891	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽²⁾	08/10/2026		M			1,732	⁽¹⁾	⁽¹⁾	Ordinary Shares	1,732	$0	0	D
Restricted Share Units	⁽²⁾	08/10/2026		A		1,324		⁽⁸⁾	⁽⁸⁾	Ordinary Shares⁽⁸⁾	1,324	$0	1,324	D

Explanation of Responses:

1. These restricted share units were granted on May 22, 2025 and vested on August 10, 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 restricted share units. 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 $162.08 to $163.0799, 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(s) set forth in this footnote of 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 $163.15 to $164.1499, 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(s) set forth in this footnote of 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 $164.16 to $165.1599, 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(s) set forth in this footnote of 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 $165.16 to $166.1599, 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(s) set forth in this footnote of this Form 4.

8. These restricted share units were granted on August 10, 2026 and are scheduled to vest on May 22, 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.

	/s/ Erina Joan Fox, as Attorney-in-Fact	08/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR