ICON PLC (ICLR) grants 1,324 Restricted Share Units to director Elliott

Rhea-AI Filing Summary

ICON PLC director Jeffrey Thomas Elliott reported a grant of 1,324 Restricted Share Units, each representing one ordinary share upon vesting. The units were granted on August 10, 2026 and are scheduled to vest on May 22, 2027. A nominal conversion price equal to the ordinary share par value of EUR 0.06 per underlying share will be automatically deducted from his pay at vesting. Following this award, he holds 1,324 Restricted Share Units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Elliott Jeffrey Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F1, F2	1,324	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 1,324 shares (Direct)

Footnotes (2)

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 10, 2026 and are scheduled to vest on May 22, 2027.

Key Figures

Restricted Share Units granted: 1,324 units Underlying ordinary shares: 1,324 shares Par value per share: EUR 0.06 +2 more

5 metrics

Restricted Share Units granted 1,324 units Grant of Restricted Share Units on August 10, 2026

Underlying ordinary shares 1,324 shares Each RSU represents one ordinary share upon vesting

Par value per share EUR 0.06 Nominal conversion price deducted from pay at vesting

Vesting date May 22, 2027 Scheduled vesting date of the granted Restricted Share Units

Holdings after transaction 1,324 units Total Restricted Share Units directly held after the award

Key Terms

Restricted Share Units, foreign private issuer, nominal conversion price, Sections 16(b) and 16(c)

4 terms

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.

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.

nominal conversion price financial

"with a nominal conversion price equal to the par value of the ordinary shares"

Sections 16(b) and 16(c) regulatory

"equity securities are exempt from Sections 16(b) and 16(c) of the Act"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:27 PM Accepted by SEC EDGAR 08/11/2026 - 04:27 PM Learn about SEC filing dates

FAQ

What insider transaction did ICON PLC (ICLR) report for Jeffrey Thomas Elliott?

ICON PLC reported that director Jeffrey Thomas Elliott received a grant of 1,324 Restricted Share Units on August 10, 2026. Each unit corresponds to one ordinary share, increasing his directly held RSU-based equity exposure in the company.

When do Jeffrey Thomas Elliott’s 1,324 Restricted Share Units at ICON PLC (ICLR) vest?

The 1,324 Restricted Share Units granted to Jeffrey Thomas Elliott are scheduled to vest on May 22, 2027. Upon vesting, each unit converts into one ordinary share, subject to a nominal par value deduction from his pay.

What is the economic cost to Jeffrey Thomas Elliott for his ICON PLC (ICLR) RSU grant?

Each Restricted Share Unit carries a nominal conversion price of EUR 0.06, equal to the par value of an ordinary share. This amount per underlying share will be automatically deducted from his pay when the RSUs vest.

How many ICON PLC (ICLR) Restricted Share Units does Jeffrey Thomas Elliott hold after this transaction?

After the August 10, 2026 award, Jeffrey Thomas Elliott holds 1,324 Restricted Share Units directly. These RSUs represent a contingent right to receive the same number of ICON PLC ordinary shares when they vest in May 2027.

Are Jeffrey Thomas Elliott’s ICON PLC (ICLR) equity transactions subject to Section 16(b) short-swing rules?

ICON PLC states it is a foreign private issuer, so the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the U.S. Securities Exchange Act, which typically govern short-swing profit rules.

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^*

Elliott Jeffrey Thomas

(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)
08/10/2026

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

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)	08/10/2026		A		1,324		(2)	(2)	Ordinary Shares(2)	1,324	$0	1,324	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 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-Fact	08/11/2026
	** 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)