ICON director sells 5,005 shares after exercise

ICON PLC director Ronan Martin Murphy exercised and sold 5,005 shares in a same-day option exercise and market sale.

Available on EDGAR 09/18/2026 - 06:08 AM EDT Accepted by SEC EDGAR 09/18/2026 - 06:07 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ICON PLC (ICLR) director Ronan Martin Murphy reported an option exercise and sale on September 17, 2026. He exercised 5,005 stock options into 5,005 Ordinary Shares at an exercise price of $125.74 per share, then sold the same 5,005 shares at $175.00 per share in a market transaction. The options were fully vested and carry an original expiration tied to their May 18, 2018 grant date, subject to automatic extension under the company’s Share Trading Policy and applicable law.

Insider Trade Summary

Exercise and Sale: 5,005 shares ($247K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Murphy Ronan Martin

Role Director

Sold 5,005 shs ($876K)

Approx. gross sale proceeds $876K

Approx. exercise cost $629K

Approx. pre-tax spread $247K

Share of Position Sold 56.5%

Type	Security	Shares	Price	Value
Exercise	Stock Options F1, F2	5,005	$0.00	$0.00
Exercise	Ordinary Shares	5,005	$125.74	$629K
Sale	Ordinary Shares	5,005	$175.00	$876K

Holdings After Transaction: Stock Options — 0 contracts (Direct); Ordinary Shares — 3,847 shares (Direct)

Holdings Before and After: Stock Options, 5,005 to 0 contracts (Direct); Ordinary Shares, 3,847 to 3,847 shares (Direct)

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

Footnotes (2)

1. F1. Fully vested.
2. F2. The stock options expire on the eighth anniversary of the grant date, May 18, 2018, subject to automatic extension until the 30th trading day following any period during which exercise 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

Options exercised: 5,005 options Shares acquired on exercise: 5,005 shares Exercise price: $125.74 per share +4 more

7 metrics

Options exercised 5,005 options Stock options exercised into Ordinary Shares on September 17, 2026

Shares acquired on exercise 5,005 shares Ordinary Shares received from exercising stock options on September 17, 2026

Exercise price $125.74 per share Conversion price of stock options into Ordinary Shares

Shares sold 5,005 shares Ordinary Shares sold on September 17, 2026

Sale price $175.00 per share Price for the sale of 5,005 Ordinary Shares

Net reported buy/sell shares 5,005 shares net sold Transaction summary shows a net-sell direction of 5,005 shares

Options remaining after exercise 0 options Total stock options following the reported exercise

Key Terms

foreign private issuer, Sections 16(b) and 16(c), Ordinary Shares, Share Trading Policy

4 terms

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.

Sections 16(b) and 16(c) regulatory

"transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c)"

Ordinary Shares financial

"underlying_security_title: Ordinary Shares, underlying_security_shares: 5005.0000"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Share Trading Policy regulatory

"subject to automatic extension until the 30th trading day following any period during which exercise is prohibited under the Issuer's Share Trading Policy"

FAQ

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

What insider transaction did ICON PLC (ICLR) director Ronan Martin Murphy report?

He exercised 5,005 stock options for 5,005 Ordinary Shares at $125.74 per share and then sold 5,005 shares at $175.00 per share on September 17, 2026.

How many ICON PLC (ICLR) shares were sold in this Form 4 filing?

The filing reports a sale of 5,005 Ordinary Shares of ICON PLC on September 17, 2026, following the exercise of 5,005 stock options into the same number of shares.

What was the exercise price of the ICON PLC (ICLR) stock options?

The stock options were exercised at an exercise price of $125.74 per share, converting into 5,005 Ordinary Shares on September 17, 2026.

At what price were the ICON PLC (ICLR) shares sold by the director?

The 5,005 Ordinary Shares sold by director Ronan Martin Murphy were disposed of at a price of $175.00 per share in a reported market or private transaction.

Were the exercised ICON PLC (ICLR) stock options fully vested?

Yes. A footnote states that the reported stock options were fully vested at the time of exercise on September 17, 2026.

Does ICON PLC’s foreign private issuer status affect this Form 4?

Yes. The remarks note ICON PLC is a foreign private issuer, so the reporting person’s transactions are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934.

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

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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^*

Murphy Ronan Martin

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026

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	09/17/2026		M		5,005	A	$125.74	8,852	D
Ordinary Shares	09/17/2026		S		5,005	D	$175	3,847	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
Stock Options	$125.74	09/17/2026		M			5,005	(1)	(2)	Ordinary Shares	5,005	$0	0	D

Explanation of Responses:

1. Fully vested.

2. The stock options expire on the eighth anniversary of the grant date, May 18, 2018, subject to automatic extension until the 30th trading day following any period during which exercise 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.

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	09/18/2026
	** 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 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)