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ICU Medical (NASDAQ: ICUI) CEO reports equity award vesting and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ICU Medical (ICUI) Chairman and CEO Vivek Jain reported equity award activity and related tax withholding. On March 15, 2026, performance-based restricted stock units granted on March 15, 2023 were earned at 117% of target after Compensation Committee certification, resulting in the exercise of derivative awards for 21,972 shares of common stock. To cover tax liabilities, a total of 12,145 shares of common stock were withheld at $125.85 per share, which is not an open-market sale. Following these transactions, Jain directly holds 126,833 shares of common stock and indirectly holds 152,339 shares through a trust.

Positive

  • None.

Negative

  • None.
Insider Jain Vivek
Role Chairman and CEO
Type Security Shares Price Value
Exercise Common Stock 4,872 $0.00 --
Exercise Performance Shares 17,100 $0.00 --
Exercise Common Stock 17,100 $0.00 --
Tax Withholding Common Stock 9,452 $125.85 $1.19M
Exercise Common Stock 4,872 $0.00 --
Tax Withholding Common Stock 2,693 $125.85 $339K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 0 shares (Direct); Performance Shares — 0 shares (Direct); Common Stock — 152,339 shares (Indirect, by Trust)
Footnotes (1)
  1. These Securities are Performance-based Restricted Stock Units (PRSU). Represents the settlement of performance stock units granted on 3/15/2023. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 117% of target, resulting in the acquisition of the shares reported herein. These securities are Restricted Stock Units. There is neither a purchase price nor an exercise price for the Restricted Stock Units. There is neither a purchase price nor an exercise price for the PRSUs.
Form 4 Insider Transactions: What Each Field Means →
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*
Jain Vivek
(Last) (First) (Middle)
951 CALLE AMANECER
(Street)
SAN CLEMENTE CA 92673
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ ICUI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock(1) 03/15/2026 M 17,100(2) A $0.0 134,106 D
Common Stock(1) 03/15/2026 F 9,452 D $125.85 124,654 D
Common Stock(3) 03/15/2026 M 4,872 A $0.0 129,526 D
Common Stock(3) 03/15/2026 F 2,693 D $125.85 126,833 D
Common Stock 152,339 I by Trust
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
Common Stock(3) $0.0(4) 03/15/2026 M 4,872 03/15/2026 03/15/2026 Common Stock 4,872 $0.0 0 D
Performance Shares(1) $0.0(5) 03/15/2026 M 17,100(2) 03/15/2026 03/15/2026 Common Stock 17,100 $0.0 0 D
Explanation of Responses:
1. These Securities are Performance-based Restricted Stock Units (PRSU).
2. Represents the settlement of performance stock units granted on 3/15/2023. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 117% of target, resulting in the acquisition of the shares reported herein.
3. These securities are Restricted Stock Units.
4. There is neither a purchase price nor an exercise price for the Restricted Stock Units.
5. There is neither a purchase price nor an exercise price for the PRSUs.
By: Paula Darbyshire, Attorney-in-Fact For: Vivek Jain 03/16/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did ICU Medical (ICUI) CEO Vivek Jain report on this Form 4?

Vivek Jain reported the vesting and settlement of performance-based and restricted stock units into ICU Medical common shares, along with share withholding to cover taxes. These are compensation-related equity events rather than open-market stock purchases or sales.

How many ICU Medical shares came from Vivek Jain’s equity awards?

The filing shows derivative awards exercised for a total of 21,972 ICU Medical common shares. These shares resulted from performance-based restricted stock units that vested after the Compensation Committee certified results at 117% of the original performance target.

How many ICU Medical shares were withheld for Vivek Jain’s taxes?

A total of 12,145 ICU Medical common shares were withheld to satisfy tax obligations at a price of $125.85 per share. These tax-withholding dispositions are not open-market sales and do not represent discretionary selling by the CEO.

How many ICU Medical shares does Vivek Jain hold after these transactions?

After the reported equity award settlements and tax withholding, Vivek Jain directly owns 126,833 ICU Medical common shares. The filing also shows an additional 152,339 ICU Medical shares held indirectly through a trust associated with him.

What does it mean that ICU Medical PRSUs were earned at 117% of target?

The performance-based restricted stock units granted on March 15, 2023 were tied to performance goals. After the Compensation Committee certified results on February 11, 2026, the PRSUs were earned at 117% of target, increasing the number of ICU Medical shares delivered.

Were any of Vivek Jain’s ICU Medical share transactions open-market buys or sells?

No open-market purchases or sales are reported. The Form 4 shows derivative exercises converting stock units into ICU Medical shares and share dispositions solely to pay taxes, which are mechanistic and not discretionary trading in the open market.