ICON PLC CFO sells 1,488 shares to cover taxes

Available on EDGAR 11/03/2026 - 04:12 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ICON PLC Chief Financial Officer Nigel Bernard John Clerkin sold 1,488 ordinary shares on November 2, 2026, in five tranches at weighted average prices from $204.9100 to $209.5300 per share; the sales covered tax withholding tied to RSU vesting and were not discretionary. On October 31, 2026, 2,778 restricted share units vested, resulting in the acquisition of 2,778 ordinary shares; 2,780 RSUs are scheduled to vest on October 31, 2027. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Clerkin Nigel Bernard John

Role Chief Financial Officer

Sold 1,488 shs ($308K)

Approx. gross sale proceeds $308K

Share of Position Sold 17.2%

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F3, F4	303	$204.91	$62K
Sale	Ordinary Shares F3, F5	434	$206.15	$89K
Sale	Ordinary Shares F3, F6	352	$207.16	$73K
Sale	Ordinary Shares F3, F7	377	$208.00	$78K
Sale	Ordinary Shares F3, F8	22	$209.53	$5K
Exercise	Restricted Share Units F1, F2	2,778	$0.00	$0.00
Exercise	Ordinary Shares F1, F2	2,778	--	--

Holdings After Transaction: Restricted Share Units — 2,780 contracts (Direct); Ordinary Shares — 7,171 shares (Direct)

Holdings Before and After: Restricted Share Units, 5,558 to 2,780 contracts (Direct); Ordinary Shares, 5,881 to 7,171 shares (Direct)

Other Insiders: 1 other insider 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, 2024 and (i) 2,778 restricted share units vested on October 31, 2026 and (ii) 2,780 restricted share units will vest on October 31, 2027.
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

Sale tranche: 303 shares at $204.9100 per share Sale tranche: 434 shares at $206.1500 per share Sale tranche: 352 shares at $207.1600 per share +5 more

8 metrics

Sale tranche 303 shares at $204.9100 per share November 2, 2026; weighted average price

Sale tranche 434 shares at $206.1500 per share November 2, 2026; weighted average price

Sale tranche 352 shares at $207.1600 per share November 2, 2026; weighted average price

Sale tranche 377 shares at $208.0000 per share November 2, 2026; weighted average price

Sale tranche 22 shares at $209.5300 per share November 2, 2026; weighted average price

RSUs vested and ordinary shares acquired 2,778 RSUs; 2,778 ordinary shares October 31, 2026

RSUs scheduled to vest 2,780 RSUs October 31, 2027

Nominal conversion price EUR 0.06 per underlying ordinary share Automatically deducted from pay in connection with vesting

Key Terms

Restricted Share Units, sell to cover, weighted average price, nominal conversion price

4 terms

Restricted Share Units financial

"2,778 restricted share units vested on October 31, 2026"

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.

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.

nominal conversion price financial

"nominal conversion price equal to the par value"

FAQ

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

How many shares did ICLR's CFO sell, and at what prices?

Nigel Bernard John Clerkin sold 1,488 ordinary shares on November 2, 2026, across five tranches: 303 at weighted average $204.9100, 434 at $206.1500, 352 at $207.1600, 377 at $208.0000, and 22 at $209.5300 per share. The sales covered tax withholding tied to RSU vesting; no Rule 10b5-1 plan is reported.

How many ICLR RSUs vested, and how many are scheduled to vest?

2,778 RSUs vested on October 31, 2026, resulting in the acquisition of 2,778 ordinary shares. Another 2,780 RSUs are scheduled to vest on October 31, 2027. Each RSU represents a contingent right to receive one ordinary share upon vesting.

What conversion price applied to the ICLR RSUs?

The nominal conversion price was EUR 0.06 per underlying ordinary share, equal to par value and automatically deducted from Nigel Bernard John Clerkin's 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^*

Clerkin Nigel Bernard John

(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 Financial 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		2,778	A	(1)(2)	8,659	D
Ordinary Shares	11/02/2026		S(3)		303	D	$204.91(4)	8,356	D
Ordinary Shares	11/02/2026		S(3)		434	D	$206.15(5)	7,922	D
Ordinary Shares	11/02/2026		S(3)		352	D	$207.16(6)	7,570	D
Ordinary Shares	11/02/2026		S(3)		377	D	$208(7)	7,193	D
Ordinary Shares	11/02/2026		S(3)		22	D	$209.53(8)	7,171	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			2,778	(2)	(2)	Ordinary Shares	2,778	$0	2,780	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, 2024 and (i) 2,778 restricted share units vested on October 31, 2026 and (ii) 2,780 restricted share units will vest on October 31, 2027.

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)