ICON CFO reports RSU vesting, option grant and tax sale
ICON plc Chief Financial Officer Nigel Bernard John Clerkin reported multiple equity transactions.
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Form Type
4
Rhea-AI Filing Summary
ICON plc Chief Financial Officer Nigel Bernard John Clerkin reported multiple equity transactions. On August 10, 2026 he exercised 4,293 restricted share units into ordinary shares and received grants of 14,164 new restricted share units and 4,793 stock options with a $166.05 exercise price expiring in 2034. Each restricted share unit converts into one ordinary share at a nominal EUR 0.06 per-share amount deducted from pay. On August 11, 2026 he sold 2,267 ordinary shares in open-market transactions solely to cover tax withholding obligations under a "sell to cover" arrangement, which the company states was not a discretionary trade.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
10 txns
Insider
Clerkin Nigel Bernard John
Role
Chief Financial Officer
Sold
2,267 shs ($372K)
Approx. gross sale proceeds
$372K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares F4, F5 | 237 | $162.72 | $39K |
| Sale | Ordinary Shares F4, F6 | 259 | $163.77 | $42K |
| Sale | Ordinary Shares F4, F7 | 1,591 | $164.47 | $262K |
| Sale | Ordinary Shares F4, F8 | 180 | $165.51 | $30K |
| Exercise | Restricted Share Units F2, F1 | 918 | $0.00 | $0.00 |
| Exercise | Restricted Share Units F2, F3 | 3,375 | $0.00 | $0.00 |
| Grant/Award | Restricted Share Units F2, F9 | 14,164 | $0.00 | $0.00 |
| Grant/Award | Stock Options F10, F11 | 4,793 | $0.00 | $0.00 |
| Exercise | Ordinary Shares F1, F2 | 918 | -- | -- |
| Exercise | Ordinary Shares F2, F3 | 3,375 | -- | -- |
Holdings After Transaction:
Restricted Share Units — 22,753 contracts (Direct);
Stock Options — 4,793 contracts (Direct);
Ordinary Shares — 5,881 shares (Direct)
Footnotes (11)
- F1. These restricted share units were granted on March 6, 2025 and (i) 918 restricted share units vested on August 10, 2026, (ii) 918 restricted share units will vest on March 6, 2027, and (iii) 919 restricted share units will vest on March 6, 2028.
- 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. These restricted share units were granted on May 22, 2025 and (i) 3,375 restricted share units vested on August 10, 2026, (ii) 3,375 restricted share units will vest on March 6, 2027, and (iii) 3,377 restricted share units will vest on March 6, 2028.
- F4. 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.
- 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 $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.
- 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 $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.
- 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 $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.
- 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 $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.
- F9. These restricted share units were granted on August 10, 2026 and are scheduled to vest in three approximately equal installments on March 8, 2027, March 8, 2028, and March 8, 2029.
- F10. These stock options were granted on August 10, 2026 and are scheduled to vest in four approximately equal installments on March 8, 2027, March 8, 2028, March 8, 2029, and March 8, 2030.
- F11. The stock options expire on the eighth anniversary of the grant date, subject to automatic extension until the 30th trading day following any period during which trading is prohibited under the Issuer's Share Trading Policy or applicable law, but in no event later than the tenth anniversary of the grant date.
Key Figures
Ordinary shares sold: 2,267 shares
RSUs exercised: 4,293 units
New RSUs granted: 14,164 units
+4 more
7 metrics
Ordinary shares sold
2,267 shares
Open-market sales on August 11, 2026 to cover tax withholding
RSUs exercised
4,293 units
Restricted share units converted into ordinary shares on August 10, 2026
New RSUs granted
14,164 units
Restricted share units granted August 10, 2026, vesting in three installments
Stock options granted
4,793 options
Options on ordinary shares granted August 10, 2026
Option exercise price
$166.05 per share
Exercise price of stock options granted to the CFO
Option expiration
2034-08-10
Base expiration date, subject to limited automatic extension
RSU nominal conversion price
EUR 0.06 per share
Par value amount deducted from pay upon RSU vesting
Key Terms
restricted share units, sell to cover, foreign private issuer, Rule 3a12-3(b), +1 more
5 terms
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary"
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.
foreign private issuer regulatory
"Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b)"
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.
Rule 3a12-3(b) regulatory
"status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act"
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold"
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.
What insider transactions did ICON plc (ICLR) report for CFO Nigel Clerkin?
ICON plc reported that CFO Nigel Clerkin exercised 4,293 restricted share units, received 14,164 new restricted share units and 4,793 stock options, and sold 2,267 ordinary shares in tax-related "sell to cover" transactions.
What equity awards did ICON plc (ICLR) grant to its CFO on August 10, 2026?
On August 10, 2026, ICON plc granted the CFO 14,164 restricted share units and 4,793 stock options. The options have a per-share exercise price of $166.05 and are scheduled to vest in four approximately equal installments through March 8, 2030.
What is the expiration schedule for the ICON plc (ICLR) CFO’s new stock options?
The CFO’s 4,793 stock options granted August 10, 2026 expire on the eighth anniversary of the grant date, subject to automatic extension during trading blackouts, but in no event later than the tenth anniversary of the grant date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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