ICON plc (ICLR) director Climax details RSU vesting, new grant and tax sell-to-cover trades
Rhea-AI Filing Summary
ICON plc director Dr. John Climax reported several equity transactions in August 2026. On August 10, 1,732 restricted share units vested and converted into 1,732 ordinary shares, and he received a new grant of 1,324 restricted share units. On August 11, he sold 841 ordinary shares in multiple transactions at weighted-average prices within stated ranges between $162.08 and $166.1599. A footnote states these sales were executed solely to cover tax withholding obligations via a “sell to cover” transaction, and are not discretionary trades. Each restricted share unit converts into one ordinary share, with a nominal conversion price equal to the shares’ EUR 0.06 par value deducted from his pay on vesting.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
7 txns
Insider
CLIMAX JOHN DR
Role
Director
Sold
841 shs ($138K)
Approx. gross sale proceeds
$138K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares F3, F4 | 88 | $162.72 | $14K |
| Sale | Ordinary Shares F3, F5 | 95 | $163.77 | $16K |
| Sale | Ordinary Shares F3, F6 | 591 | $164.47 | $97K |
| Sale | Ordinary Shares F3, F7 | 67 | $165.51 | $11K |
| Exercise | Restricted Share Units F2, F1 | 1,732 | $0.00 | $0.00 |
| Grant/Award | Restricted Share Units F2, F8 | 1,324 | $0.00 | $0.00 |
| Exercise | Ordinary Shares F1, F2 | 1,732 | -- | -- |
Holdings After Transaction:
Restricted Share Units — 1,324 shares (Direct);
Ordinary Shares — 2,087 shares (Direct)
Footnotes (8)
- F1. These restricted share units were granted on May 22, 2025 and vested on August 10, 2026.
- 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.
- F3. The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. 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.
- 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.
- 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.
- 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.
- 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.
- F8. These restricted share units were granted on August 10, 2026 and are scheduled to vest on May 22, 2027.
Key Figures
Shares sold to cover taxes: 841 ordinary shares
RSUs vested and converted: 1,732 restricted share units
New RSU grant: 1,324 restricted share units
+3 more
6 metrics
Shares sold to cover taxes
841 ordinary shares
Total ordinary shares sold on August 11, 2026 to cover tax withholding
RSUs vested and converted
1,732 restricted share units
RSUs granted May 22, 2025, vested and converted on August 10, 2026
New RSU grant
1,324 restricted share units
RSUs granted August 10, 2026, scheduled to vest on May 22, 2027
Sale price range (lowest bucket)
$162.08 to $163.0799 per share
Weighted-average sale price range for one group of tax-cover shares
Sale price range (highest bucket)
$165.16 to $166.1599 per share
Weighted-average sale price range for another group of tax-cover shares
Par value per share
EUR 0.06 per underlying share
Nominal conversion price deducted from pay when RSUs vest
Key Terms
restricted share units, sell to cover, foreign private issuer, weighted average price, +1 more
5 terms
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent"
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"
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.
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.
par value financial
"with a nominal conversion price equal to the par value of the"
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.
FAQ
What insider stock transactions did ICON PLC (ICLR) director Dr. John Climax report?
Dr. John Climax reported vesting of 1,732 restricted share units, a new grant of 1,324 restricted share units, and sales of 841 ordinary shares. The sales were executed to cover tax withholding tied to the RSU vesting, according to the filing footnotes.
What new equity award did Dr. John Climax receive from ICON PLC (ICLR)?
He received a grant of 1,324 restricted share units on August 10, 2026. A footnote explains these RSUs are scheduled to vest on May 22, 2027, each representing a contingent right to receive one ordinary share upon vesting.
Why are Dr. John Climax’s ICON PLC (ICLR) transactions exempt from certain U.S. rules?
The remarks state ICON plc qualifies as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act. As a result, the reporting person’s equity transactions are exempt from Sections 16(b) and 16(c) of that Act.