ICON director updates terms on 5,005 stock options

ICON PLC director John Climax reported administrative changes to stock options, with no net change in economic exposure.

Rhea-AI Filing Summary

ICON PLC director John Climax reported administrative changes to stock options, with no net change in economic exposure. On May 14, 2026, he received a grant of 5,005 stock options over Ordinary Shares at an exercise price of $125.74 per share, then simultaneously disposed of 5,005 options back to the issuer. Footnotes state this reflects a 30 trading day extension of the options’ expiration date under the Company Share Trading Policy and that the options are fully vested.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CLIMAX JOHN DR

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	5,005	$0.00	$0.00
Grant/Award	Stock Options	5,005	$0.00	$0.00

Holdings After Transaction: Stock Options — 5,005 contracts (Direct)

Footnotes (2)

1. F1. Reflects the extension of the expiration date of the stock options for a 30 trading day period under the Company Share Trading Policy.
2. F2. Fully vested.

Key Figures

Options acquired: 5,005 options Options disposed to issuer: 5,005 options Exercise price: $125.74 per share +2 more

5 metrics

Options acquired 5,005 options Grant/award acquisition on May 14, 2026

Options disposed to issuer 5,005 options Disposition to issuer on May 14, 2026

Exercise price $125.74 per share Strike price for underlying Ordinary Shares

Expiration extension 30 trading days Extension of stock option expiration under Company Share Trading Policy

Vesting status Fully vested Footnote disclosure on reported stock options

Key Terms

Disposition to issuer, Company Share Trading Policy, Stock Options, Ordinary Shares, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Company Share Trading Policy financial

"extension of the expiration date of the stock options for a 30 trading day period under the Company Share Trading Policy"

Stock Options financial

""security_title": "Stock Options""

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

Ordinary Shares financial

""underlying_security_title": "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What insider activity did ICON PLC (ICLR) report for director John Climax?

ICON director John Climax reported administrative option transactions involving 5,005 stock options. One entry shows a grant, and another shows a disposition to the issuer, together reflecting an extension of the options’ expiration date rather than a traditional market buy or sell.

How many ICON PLC (ICLR) stock options were affected in this Form 4?

The filing shows activity in 5,005 stock options. One transaction records 5,005 options acquired, and another records 5,005 options disposed of to the issuer, indicating administrative changes to the same block of options instead of a net increase or decrease in holdings.

What is the exercise price of the ICON PLC (ICLR) stock options in this filing?

The reported stock options have an exercise price of $125.74 per share. This strike price applies to 5,005 options over ICON’s Ordinary Shares and is the price at which the holder may purchase the underlying shares if the options are exercised in the future.

Why does the ICON PLC (ICLR) Form 4 mention a 30 trading day extension?

A footnote explains the activity reflects extending the options’ expiration date by 30 trading days under the Company Share Trading Policy. This indicates the key change is timing of expiry, not a new incentive grant or open-market trade, making the event largely administrative in nature.

Are the ICON PLC (ICLR) stock options reported on this Form 4 vested?

Yes, a footnote clearly states the options are fully vested. This means the director has already earned the right to exercise these options, and the reported change relates to extending the expiration period instead of altering vesting conditions or adding new performance requirements.

Does this ICON PLC (ICLR) Form 4 show open-market buying or selling of shares?

No, the transactions involve derivative securities classified as stock options, not open-market share trades. Codes show an acquisition and an issuer disposition, and the footnotes describe an expiration-date extension, so there is no reported open-market purchase or sale of Ordinary Shares.

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

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Accepted by SEC EDGAR 05/15/2026 - 08:38 AM EDT 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)
05/14/2026

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

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	05/14/2026		D(1)			5,005	(2)	05/18/2026	Ordinary Shares	5,005	(1)	0	D
Stock Options	$125.74	05/14/2026		A(1)		5,005		(2)	(1)	Ordinary Shares	5,005	(1)	5,005	D

Explanation of Responses:

1. Reflects the extension of the expiration date of the stock options for a 30 trading day period under the Company Share Trading Policy.

2. Fully vested.

Remarks:

	/s/ Erina Joan Fox, as Attorney-in-Fact	05/15/2026
	** 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)