STOCK TITAN

ICON PLC (ICLR) awards RSUs, options to CEO Balfe and sells shares to cover tax

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

ICON PLC Chief Executive Officer Barry Edward Balfe reported multiple equity transactions. On 2026-08-10 he received a grant of 22,258 Restricted Share Units, each convertible into one ordinary share, scheduled to vest in three approximately equal installments on March 8 of 2027, 2028, and 2029. He also received 32,635 stock options for ordinary shares at an exercise price of $166.05 per share, vesting in four approximately equal installments on March 8 of 2027, 2028, 2029, and 2030, and expiring on 2034-08-10, subject to limited automatic extension. On 2026-08-07, 728 Restricted Share Units from an August 7, 2023 grant vested and were converted into 728 ordinary shares. On 2026-08-10 he sold a total of 382 ordinary shares at prices of $163.80 and $165.14 per share to cover tax withholding obligations in connection with RSU vesting, which the company notes did not represent a discretionary transaction.

Positive

  • None.

Negative

  • None.
Insider Balfe Barry Edward
Role Chief Executive Officer
Sold 382 shs ($63K)
Approx. gross sale proceeds $63K
Type Security Shares Price Value
Grant/Award Restricted Share Units F1, F4 22,258 $0.00 $0.00
Grant/Award Stock Options F5, F6 32,635 $0.00 $0.00
Sale Ordinary Shares F3 304 $163.80 $50K
Sale Ordinary Shares F3 78 $165.14 $13K
Exercise Restricted Share Units F1, F2 728 $0.00 $0.00
Exercise Ordinary Shares F1, F2 728 -- --
Holdings After Transaction: Restricted Share Units — 22,258 shares (Direct); Stock Options — 32,635 shares (Direct); Ordinary Shares — 4,804 shares (Direct)
Footnotes (6)
  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 August 7, 2023 and 728 restricted share units vested on August 7, 2026.
  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. 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.
  5. F5. 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.
  6. F6. 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.
RSUs granted 22,258 units Restricted Share Units granted to CEO on 2026-08-10, vesting in three installments
Stock options granted 32,635 options Options for ordinary shares granted on 2026-08-10, vesting in four installments
Option exercise price $166.05 per share Exercise price for 32,635 stock options granted on 2026-08-10
Option expiration 2034-08-10 Stated expiration date for the 32,635 stock options, subject to limited extension
RSUs vested and converted 728 shares 728 RSUs from 2023 grant vested on 2026-08-07 and converted into ordinary shares
Shares sold to cover tax 382 shares Ordinary shares sold on 2026-08-10 to cover tax withholding from RSU vesting
Sale prices $163.80 and $165.14 per share Per-share prices for 304 and 78 ordinary shares sold on 2026-08-10
Restricted Share Units financial
"Each restricted share unit represents a contingent right to receive one ordinary share"
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
"The sale was to satisfy tax withholding obligations to be 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.
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"
Sections 16(b) and 16(c) regulatory
"equity securities are exempt from Sections 16(b) and 16(c) of the Act"

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FAQ

What equity awards did ICON PLC (ICLR) grant to CEO Barry Balfe on August 10, 2026?

On 2026-08-10, CEO Barry Balfe received 22,258 Restricted Share Units and 32,635 stock options for ICON PLC ordinary shares. The options have a $166.05 exercise price and vest in four approximately equal installments from March 8, 2027 through March 8, 2030.

How do Barry Balfe’s new ICON PLC (ICLR) RSUs vest over time?

The 22,258 Restricted Share Units granted on 2026-08-10 are scheduled to vest in three approximately equal installments. Vesting dates are March 8, 2027, March 8, 2028, and March 8, 2029, with each vested unit delivering one ordinary share subject to a nominal par value deduction.

What are the terms of Barry Balfe’s new ICON PLC (ICLR) stock options?

Barry Balfe’s new 32,635 stock options have a $166.05 exercise price and are scheduled to vest in four approximately equal installments on March 8, 2027, 2028, 2029, and 2030. The options expire on 2034-08-10, subject to limited automatic extension under trading restrictions.

Why did ICON PLC (ICLR) CEO Barry Balfe sell 382 ordinary shares on August 10, 2026?

Barry Balfe sold 382 ordinary shares on 2026-08-10 at prices of $163.80 and $165.14 per share. According to the company, these sales covered tax withholding obligations from RSU vesting via a “sell to cover” transaction and were not discretionary trades.

What RSU vesting event did ICON PLC (ICLR) report for Barry Balfe on August 7, 2026?

On 2026-08-07, 728 Restricted Share Units from a grant dated August 7, 2023 vested for Barry Balfe. These vested RSUs converted into 728 ordinary shares, with a nominal conversion price equal to the par value per share deducted from his pay upon vesting.

Are Barry Balfe’s ICON PLC (ICLR) transactions subject to Section 16(b) rules?

The company states that, as a foreign private issuer under Rule 3a12-3(b), ICON PLC’s equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act. Therefore, Barry Balfe’s reported transactions are not subject to those short-swing profit rules.
SEC Form 4
FORM 4UNITED 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*
Balfe Barry Edward

(Last)(First)(Middle)
C/O ICON PLC
SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN

(Street)
DUBLIND18X5R3

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares08/07/2026M728A(1)(2)5,186D
Ordinary Shares08/10/2026S(3)304D$163.84,882D
Ordinary Shares08/10/2026S(3)78D$165.144,804D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)08/07/2026M728 (2) (2)Ordinary Shares728$00D
Restricted Share Units(1)08/10/2026A22,258 (4) (4)Ordinary Shares22,258$022,258D
Stock Options$166.0508/10/2026A32,635 (5)08/10/2034(6)Ordinary Shares32,635$032,635D
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 August 7, 2023 and 728 restricted share units vested on August 7, 2026.
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. 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.
5. 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.
6. 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.
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-Fact08/11/2026
** Signature of Reporting PersonDate
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)