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ICON PLC (ICLR) director sells 2,677 shares, receives new 2,047 RSU grant

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ICON plc director Ciaran Murray reported a vesting-related share transaction. On August 10, 2026, 2,677 previously granted restricted share units vested, each converting into one ordinary share at a nominal conversion price equal to the EUR 0.06 par value, deducted from his pay. On August 11, 2026, he sold all 2,677 vested ordinary shares in multiple open-market trades at weighted-average prices within ranges from $162.08 to $166.1599, including shares sold to cover tax withholding obligations. He also received a new award of 2,047 restricted share units on August 10, 2026, scheduled to vest on May 22, 2027.

Positive

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Negative

  • None.
Insider Murray Ciaran
Role Director
Sold 2,677 shs ($440K)
Approx. gross sale proceeds $440K
Type Security Shares Price Value
Sale Ordinary Shares F3, F4 280 $162.72 $46K
Sale Ordinary Shares F3, F5 305 $163.77 $50K
Sale Ordinary Shares F3, F6 1,880 $164.47 $309K
Sale Ordinary Shares F3, F7 212 $165.51 $35K
Exercise Restricted Share Units F2, F1 2,677 $0.00 $0.00
Grant/Award Restricted Share Units F2, F8 2,047 $0.00 $0.00
Exercise Ordinary Shares F1, F2 2,677 -- --
Holdings After Transaction: Restricted Share Units — 2,047 shares (Direct); Ordinary Shares — 20,452 shares (Direct)
Footnotes (8)
  1. F1. These restricted share units were granted on May 22, 2025 and vested on August 10, 2026.
  2. 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.
  3. F3. The Reporting Person sold all shares that vested on August 10, 2026, including shares to cover tax withholding obligations in connection with the vesting of compensatory equity awards.
  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 $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. 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.
  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 $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. 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.
  8. F8. These restricted share units were granted on August 10, 2026 and are scheduled to vest on May 22, 2027.
RSUs vested and converted 2,677 units/shares Restricted share units granted May 22, 2025 and vested August 10, 2026
Shares sold 2,677 ordinary shares All shares that vested on August 10, 2026 sold on August 11, 2026
Sale price ranges $162.08–$166.1599 per share Weighted-average prices across four aggregated sale ranges on August 11, 2026
New RSU grant 2,047 units Restricted share units granted August 10, 2026, scheduled to vest May 22, 2027
Par value per share EUR 0.06 Nominal conversion price per underlying share deducted from pay on vesting
restricted share units financial
"These restricted share units were granted on May 22, 2025 and vested on August 10, 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.
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.
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.
par value financial
"a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06)..."
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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

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FAQ

What insider transactions did ICON PLC (ICLR) report for Ciaran Murray?
Ciaran Murray reported vesting and sale of 2,677 ordinary shares on August 10–11, 2026, plus a new grant of 2,047 restricted share units scheduled to vest in 2027, all relating to compensatory equity awards.

How many ICON PLC (ICLR) shares did Ciaran Murray sell and at what prices?
He sold 2,677 ordinary shares on August 11, 2026 in multiple trades at weighted-average prices within ranges from $162.08 up to $166.1599 per share, including shares sold to cover tax withholding obligations.

What RSU awards for ICON PLC (ICLR) vested for Ciaran Murray?
An award of 2,677 restricted share units granted on May 22, 2025 vested on August 10, 2026. Each unit converted into one ordinary share, with a nominal conversion price equal to the EUR 0.06 par value deducted from his pay.

What new restricted share units did ICON PLC (ICLR) grant to Ciaran Murray?
On August 10, 2026, Murray received 2,047 new restricted share units, each representing one underlying ordinary share. These RSUs are scheduled to vest on May 22, 2027, subject to their award terms.

Were Ciaran Murray’s ICON PLC (ICLR) transactions under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as using a plan, and the footnotes do not reference any such trading plan, so the transactions are not described as pre-arranged under Rule 10b5-1.

How does the ICON PLC (ICLR) filing describe tax withholding on Ciaran Murray’s sale?
The filing states that Murray sold all shares that vested on August 10, 2026, including shares to cover tax withholding obligations related to the vesting of his compensatory equity awards.
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*
Murray Ciaran
(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
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)
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 Shares08/10/2026M2,677A(1)(2)23,129D
Ordinary Shares08/11/2026S(3)280D$162.72(4)22,849D
Ordinary Shares08/11/2026S(3)305D$163.77(5)22,544D
Ordinary Shares08/11/2026S(3)1,880D$164.47(6)20,664D
Ordinary Shares08/11/2026S(3)212D$165.51(7)20,452D
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(2)08/10/2026M2,677 (1) (1)Ordinary Shares2,677$00D
Restricted Share Units(2)08/10/2026A2,047 (8) (8)Ordinary Shares(8)2,047$02,047D
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 Reporting Person sold all shares that vested on August 10, 2026, including shares to cover tax withholding obligations in connection with the vesting of compensatory equity awards.
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-Fact08/12/2026
** 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)

Source: View Original Filing on SEC EDGAR