ICON director John Climax sells 5,005 shares

ICON PLC director Dr. John Climax exercised options into 5,005 shares and sold the same number on September 16, 2026.

Rhea-AI Filing Summary

ICON PLC (ICLR) director Dr. John Climax reported an option exercise and same‑day share sale. On September 16, 2026 he exercised fully vested stock options to acquire 5,005 Ordinary Shares at an exercise price of $125.74 per share, then sold 5,005 Ordinary Shares at $175.00 per share. The exercised option grant, originally dated May 18, 2018, is now fully exhausted, and no remaining derivative position from this grant is reported. No Rule 10b5‑1 trading plan is indicated.

Insider Trade Summary

Exercise and Sale: 5,005 shares ($247K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider CLIMAX JOHN DR

Role Director

Sold 5,005 shs ($876K)

Approx. gross sale proceeds $876K

Approx. exercise cost $629K

Approx. pre-tax spread $247K

Type	Security	Shares	Price	Value
Exercise	Stock Options F1, F2	5,005	$0.00	$0.00
Exercise	Ordinary Shares	5,005	$125.74	$629K
Sale	Ordinary Shares	5,005	$175.00	$876K

Holdings After Transaction: Stock Options — 0 contracts (Direct); Ordinary Shares — 2,087 shares (Direct)

Footnotes (2)

1. F1. Fully vested.
2. F2. The stock options expire on the eighth anniversary of the grant date, May 18, 2018, subject to automatic extension until the 30th trading day following any period during which exercise 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.

Key Figures

Stock options exercised: 5,005 options Underlying shares acquired on exercise: 5,005 Ordinary Shares Exercise price: $125.74 per share +4 more

7 metrics

Stock options exercised 5,005 options Options on ICON PLC Ordinary Shares exercised on September 16, 2026

Underlying shares acquired on exercise 5,005 Ordinary Shares Shares received from option exercise on September 16, 2026

Exercise price $125.74 per share Exercise price for 5,005 stock options

Shares sold 5,005 Ordinary Shares Sale of shares on September 16, 2026

Sale price $175.00 per share Price for sale of 5,005 Ordinary Shares

Net shares bought/(sold) -5,005 shares Net of all buy/sell transactions reported in this Form 4

Options remaining from this grant 0 options Total derivative shares following exercise of the May 18, 2018 grant

Key Terms

foreign private issuer, Rule 3a12-3(b), Sections 16(b) and 16(c), Share Trading Policy

4 terms

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 Exchange Act"

Sections 16(b) and 16(c) regulatory

"transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c)"

Share Trading Policy regulatory

"automatic extension until the 30th trading day following any period during which exercise is prohibited under the Issuer's Share Trading Policy"

FAQ

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

What insider transaction did ICON PLC (ICLR) disclose for Dr. John Climax?

Dr. John Climax exercised stock options into 5,005 Ordinary Shares at an exercise price of $125.74 per share and sold 5,005 Ordinary Shares at $175.00 per share on September 16, 2026.

Did the September 16, 2026 ICLR transactions occur under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5‑1 checkbox is not marked, and no footnote states that Dr. John Climax’s September 16, 2026 transactions were made under a Rule 10b5‑1 trading plan.

How many ICON PLC (ICLR) options did Dr. John Climax exercise and at what price?

He exercised 5,005 stock options for ICON PLC Ordinary Shares at an exercise price of $125.74 per share. The options were fully vested at the time of exercise.

At what price did Dr. John Climax sell ICON PLC (ICLR) shares on September 16, 2026?

He sold 5,005 Ordinary Shares of ICON PLC at a price of $175.00 per share on September 16, 2026, following the exercise of stock options into the same number of shares.

What happened to Dr. John Climax’s exercised ICON PLC option grant after these transactions?

The filing reports 0 derivative shares remaining after exercising 5,005 stock options, indicating that this particular May 18, 2018 option grant is fully exhausted.

Why are Dr. John Climax’s ICON PLC (ICLR) transactions exempt from Section 16(b) and 16(c)?

The remarks state that ICON PLC qualifies as a foreign private issuer under Rule 3a12‑3(b). As a result, Dr. John Climax’s transactions in ICON PLC equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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

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Available on EDGAR 09/18/2026 - 06:08 AM Accepted by SEC EDGAR 09/18/2026 - 06:08 AM Learn about SEC filing dates

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^*

CLIMAX JOHN DR

(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)
09/16/2026

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	09/16/2026		M		5,005	A	$125.74	7,092	D
Ordinary Shares	09/16/2026		S		5,005	D	$175	2,087	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
Stock Options	$125.74	09/16/2026		M			5,005	(1)	(2)	Ordinary Shares	5,005	$0	0	D

Explanation of Responses:

1. Fully vested.

2. The stock options expire on the eighth anniversary of the grant date, May 18, 2018, subject to automatic extension until the 30th trading day following any period during which exercise 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-Fact	09/18/2026
	** 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)