ICON plc director trades to cover RSU taxes
ICON plc director Julie O’Neill reported equity award activity and related tax sales.
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Form Type
4
Rhea-AI Filing Summary
ICON plc director Julie O’Neill reported equity award activity and related tax sales. On August 10, 2026, 1,732 restricted share units vested into 1,732 ordinary shares and 1,324 new restricted share units were granted, each RSU representing one ordinary share with a nominal conversion price equal to EUR 0.06 per share deducted from pay. On August 11, 2026, a total of 915 ordinary shares were sold in multiple transactions to cover tax withholding obligations via a "sell to cover" arrangement, which the company states does not represent discretionary transactions by the reporting person.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
7 txns
Insider
O'Neill Julie
Role
Director
Sold
915 shs ($150K)
Approx. gross sale proceeds
$150K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares F3, F4 | 95 | $162.72 | $15K |
| Sale | Ordinary Shares F3, F5 | 105 | $163.77 | $17K |
| Sale | Ordinary Shares F3, F6 | 642 | $164.47 | $106K |
| Sale | Ordinary Shares F3, F7 | 73 | $165.51 | $12K |
| 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 contracts (Direct);
Ordinary Shares — 3,515 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 for tax withholding: 915 ordinary shares
Sale prices: $162.72, $163.77, $164.47, $165.51 per share
RSUs vested: 1,732 restricted share units
+2 more
5 metrics
Shares sold for tax withholding
915 ordinary shares
Total shares sold on August 11, 2026 via sell-to-cover transactions
Sale prices
$162.72, $163.77, $164.47, $165.51 per share
Weighted average prices for four sale tranches on August 11, 2026
RSUs vested
1,732 restricted share units
RSUs granted May 22, 2025 that vested on August 10, 2026
New RSUs granted
1,324 restricted share units
RSUs granted on August 10, 2026, scheduled to vest May 22, 2027
Nominal RSU conversion price
EUR 0.06 per underlying share
Amount automatically deducted from pay when RSUs vest into ordinary shares
Key Terms
foreign private issuer, restricted share units, sell to cover, weighted average price
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.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary 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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did ICON PLC (ICLR) report for Julie O’Neill?
Julie O’Neill reported RSU vesting, a new RSU grant, and tax-related share sales. On August 10, 2026, 1,732 RSUs vested and 1,324 RSUs were granted; on August 11, 915 shares were sold to cover tax withholding.
What RSU activity involving ICON PLC (ICLR) was disclosed for Julie O’Neill?
The filing shows 1,732 restricted share units vested on August 10, 2026, converting into ordinary shares, and 1,324 new RSUs granted the same day, scheduled to vest on May 22, 2027, each RSU representing one ordinary share upon vesting.
What does the EUR 0.06 nominal conversion price mean for ICON PLC (ICLR) RSUs?
Each RSU represents a right to receive one ordinary share at a nominal conversion price of EUR 0.06 per underlying share, which is automatically deducted from the reporting person’s pay in connection with vesting, according to the footnote description.
Why are ICON PLC (ICLR) insider transactions exempt from certain Exchange Act sections?
The remarks state ICON plc is a foreign private issuer under Rule 3a12-3(b). As a result, the reporting person’s transactions in the issuer’s equity securities are described as exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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