ICON PLC accounting chief sells 264 shares for taxes

The 264-share sell-to-cover transaction was reported as funding tax withholding tied to the RSU vesting.

Available on EDGAR 11/03/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ICON PLC Chief Accounting Officer Emer Lyons had 491 restricted share units vest on October 31, 2026, resulting in 491 ordinary shares acquired; 492 restricted share units are scheduled to vest on October 31, 2027. On November 2, Lyons sold 54, 76, 63, 67 and 4 ordinary shares at weighted average prices of $204.91, $206.15, $207.16, $208.00 and $209.53 per share, respectively. The 264 shares sold were to cover tax withholding related to vesting and were described as not discretionary.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Lyons Emer

Role Chief Accounting Officer

Sold 264 shs ($55K)

Approx. gross sale proceeds $55K

Share of Position Sold 17.8%

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F3, F4	54	$204.91	$11K
Sale	Ordinary Shares F3, F5	76	$206.15	$16K
Sale	Ordinary Shares F3, F6	63	$207.16	$13K
Sale	Ordinary Shares F3, F7	67	$208.00	$14K
Sale	Ordinary Shares F3, F8	4	$209.53	$838.12
Exercise	Restricted Share Units F2, F1	491	$0.00	$0.00
Exercise	Ordinary Shares F1, F2	491	--	--

Holdings After Transaction: Restricted Share Units — 492 contracts (Direct); Ordinary Shares — 1,217 shares (Direct)

Holdings Before and After: Restricted Share Units, 983 to 492 contracts (Direct); Ordinary Shares, 990 to 1,217 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (8)

1. F1. These restricted share units were granted on October 31, 2024 and (i) 491 restricted share units vested on October 31, 2026 and (ii) 492 restricted share units will vest on October 31, 2027.
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 RSUs. 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 $204.6100 to $205.6099, 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 set forth in this footnote to 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 $205.6800 to $206.6799, 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 set forth in this footnote to 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 $206.7100 to $207.7099, 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 set forth in this footnote to 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 $207.7100 to $208.7099, 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 set forth in this footnote to this Form 4.
8. F8. 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 $208.7100 to $209.7099, 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 set forth in this footnote to this Form 4.

Key Figures

Restricted share units vested: 491 units Restricted share units scheduled to vest: 492 units Ordinary shares sold: 264 shares +5 more

8 metrics

Restricted share units vested 491 units October 31, 2026

Restricted share units scheduled to vest 492 units October 31, 2027

Ordinary shares sold 264 shares November 2, 2026; to cover tax withholding related to vesting

Weighted average sale price $204.91 per share 54 shares sold November 2, 2026

Weighted average sale price $206.15 per share 76 shares sold November 2, 2026

Weighted average sale price $207.16 per share 63 shares sold November 2, 2026

Weighted average sale price $208.00 per share 67 shares sold November 2, 2026

Weighted average sale price $209.53 per share 4 shares sold November 2, 2026

Key Terms

restricted share units, sell to cover, weighted average price

3 terms

restricted share units financial

"These restricted share units were granted on October 31, 2024"

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

"funded by a "sell to cover" 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.

How many ICLR shares did Emer Lyons sell, and at what prices?

Emer Lyons sold 264 ICLR ordinary shares on November 2, 2026, across five transactions: 54 at a weighted average $204.91 per share, 76 at $206.15, 63 at $207.16, 67 at $208.00 and 4 at $209.53. The sales covered tax withholding related to RSU vesting and were described as not discretionary.

What ICLR RSUs vested, and when are more scheduled to vest?

491 restricted share units vested on October 31, 2026, and 492 are scheduled to vest on October 31, 2027. The vested units were granted on October 31, 2024. Each unit represents a contingent right to one ordinary share, with a nominal conversion price of EUR 0.06 per underlying share deducted from pay in connection with vesting.

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

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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^*

Lyons Emer

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2026

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	10/31/2026		M		491	A	(1)(2)	1,481	D
Ordinary Shares	11/02/2026		S(3)		54	D	$204.91(4)	1,427	D
Ordinary Shares	11/02/2026		S(3)		76	D	$206.15(5)	1,351	D
Ordinary Shares	11/02/2026		S(3)		63	D	$207.16(6)	1,288	D
Ordinary Shares	11/02/2026		S(3)		67	D	$208(7)	1,221	D
Ordinary Shares	11/02/2026		S(3)		4	D	$209.53(8)	1,217	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
Restricted Share Units	(2)	10/31/2026		M			491	(1)	(1)	Ordinary Shares	491	$0	492	D

Explanation of Responses:

1. These restricted share units were granted on October 31, 2024 and (i) 491 restricted share units vested on October 31, 2026 and (ii) 492 restricted share units will vest on October 31, 2027.

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 RSUs. 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 $204.6100 to $205.6099, 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 set forth in this footnote to 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 $205.6800 to $206.6799, 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 set forth in this footnote to 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 $206.7100 to $207.7099, 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 set forth in this footnote to 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 $207.7100 to $208.7099, 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 set forth in this footnote to this Form 4.

8. 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 $208.7100 to $209.7099, 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 set forth in this footnote to this Form 4.

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	11/03/2026
	** 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)