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ICON PLC (ICLR) director sells 841 shares to cover RSU taxes, gets new grant

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

Rhea-AI Filing Summary

ICON PLC director Ronan Martin Murphy reported multiple equity transactions. On August 10, 2026, 1,732 restricted share units vested, converting into the same number of ordinary shares, with a nominal EUR 0.06 per-share amount deducted from pay. He also received a new grant of 1,324 restricted share units scheduled to vest on May 22, 2027. On August 11, 2026, he sold 841 ordinary shares in several open-market trades at weighted-average prices around $162–$166, solely to cover tax withholding obligations in a non-discretionary "sell to cover" transaction.

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Insider Murphy Ronan Martin
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 96 $163.77 $16K
Sale Ordinary Shares F3, F6 590 $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 — 3,847 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 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.
  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.
Shares sold 841 ordinary shares Total shares sold on August 11, 2026 to cover tax withholding obligations
RSUs vested 1,732 restricted share units RSUs granted May 22, 2025 that vested on August 10, 2026
New RSU grant 1,324 restricted share units RSUs granted August 10, 2026, scheduled to vest on May 22, 2027
Nominal conversion price EUR 0.06 per underlying share Amount deducted from pay upon RSU vesting for each ordinary share
Weighted-average sale prices $162.72; $163.77; $164.47; $165.51 per share Weighted-average prices for four August 11, 2026 tax-related sales
Sale price ranges $162.08–$166.1599 per share Ranges across multiple aggregated transactions described in footnotes
restricted share units financial
"These restricted share units were granted on May 22, 2025 and vested"
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.
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. These shares"
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.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"

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FAQ

What insider transactions did ICON PLC (ICLR) director Ronan Martin Murphy report?
Ronan Martin Murphy reported vesting of 1,732 restricted share units, a new grant of 1,324 restricted share units, and sales of 841 ordinary shares used solely to cover tax withholding obligations related to the RSU vesting.

How many ICON PLC (ICLR) shares did Ronan Martin Murphy sell and at what prices?
Murphy sold 841 ordinary shares on August 11, 2026 in open-market transactions at weighted-average prices near $162.72, $163.77, $164.47, and $165.51, with underlying trade price ranges from $162.08 up to $166.1599.

Why did Ronan Martin Murphy sell ICON PLC (ICLR) shares in this Form 4?
The filing states the 841 shares were sold solely to cover tax withholding obligations arising from the vesting and settlement of restricted share units, funded through a non-discretionary "sell to cover" arrangement rather than a discretionary sale.

What RSU vesting did Ronan Martin Murphy report for ICON PLC (ICLR)?
Murphy reported that 1,732 restricted share units, originally granted on May 22, 2025, vested on August 10, 2026. Each RSU converts into one ordinary share, with a nominal EUR 0.06 per-share amount deducted from his pay at vesting.

What new restricted share units did Ronan Martin Murphy receive from ICON PLC (ICLR)?
He received a new award of 1,324 restricted share units on August 10, 2026. According to the filing, these RSUs are scheduled to vest on May 22, 2027, each representing a contingent right to receive one ordinary share upon vesting.

Were Ronan Martin Murphy’s ICON PLC (ICLR) trades under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox is not marked as used, and the filing instead explains the sales as a non-discretionary "sell to cover" to satisfy tax withholding on RSU vesting, rather than as trades under a pre-arranged trading plan.

What does ICON PLC’s foreign private issuer status mean for this Form 4?
The remarks note that as a foreign private issuer, ICON PLC’s equity securities are exempt from Sections 16(b) and 16(c) of the Exchange Act, so short-swing profit recovery rules and related provisions do not apply to these transactions.
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*
Murphy Ronan Martin
(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 Shares08/10/2026M1,732A(1)(2)4,688D
Ordinary Shares08/11/2026S(3)88D$162.72(4)4,600D
Ordinary Shares08/11/2026S(3)96D$163.77(5)4,504D
Ordinary Shares08/11/2026S(3)590D$164.47(6)3,914D
Ordinary Shares08/11/2026S(3)67D$165.51(7)3,847D
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)08/10/2026M1,732 (1) (1)Ordinary Shares1,732$00D
Restricted Share Units(2)08/10/2026A1,324 (8) (8)Ordinary Shares(8)1,324$01,324D
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 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.
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