ICU Medical (ICUI) CIO settles 1,300 RSUs; 718 shares withheld

Rhea-AI Filing Summary

ICU Medical Inc. Chief Information Officer Ben Sousa reported compensation-related equity activity involving Restricted Stock Units. On 2026-03-15, 1,300 Restricted Stock Units converted into an equal number of shares of Common Stock at no purchase or exercise price. In a related step, 718 shares were withheld at $125.85 per share to satisfy tax obligations, rather than being sold on the open market. Following these transactions, Sousa directly owned 5,326 shares of ICU Medical Common Stock.

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

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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^*

Sousa Ben

(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)

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

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		1,300	A	$0.0	6,044	D
Common Stock	03/15/2026		F		718	D	$125.85	5,326	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
Common Stock(1)	$0.0(2)	03/15/2026		M			1,300	03/15/2026	03/15/2026	Common Stock	1,300	$0.0	0	D

Explanation of Responses:

1. These securities are Restricted Stock Units.

2. There is neither a purchase price nor an exercise price for the Restricted Stock Units.

	By: Paula Darbyshire, Attorney-in-Fact For: Benjamin Sousa	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ICU Medical (ICUI) CIO Ben Sousa report?

Ben Sousa reported equity compensation activity involving Restricted Stock Units converting into common shares. On 2026-03-15, 1,300 RSUs settled into Common Stock, and related shares were withheld to cover taxes, all reflected as routine compensation rather than open-market trading.

How many ICU Medical (ICUI) shares did Ben Sousa acquire through RSUs?

Ben Sousa acquired 1,300 shares of ICU Medical Common Stock through the settlement of Restricted Stock Units. The filing notes there was no purchase or exercise price for these RSUs, indicating they are part of his equity compensation rather than a cash-funded stock purchase.

Were any ICU Medical (ICUI) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sales. Instead, 718 shares of Common Stock were disposed of under code F, meaning they were withheld at $125.85 per share to satisfy tax liabilities related to the Restricted Stock Unit settlement, not sold to public market buyers.

How many ICU Medical (ICUI) shares does Ben Sousa hold after these transactions?

After the reported transactions, Ben Sousa directly owned 5,326 shares of ICU Medical Common Stock. This post-transaction figure reflects the 1,300 shares received from Restricted Stock Units, reduced by 718 shares withheld to cover associated tax obligations as disclosed in the Form 4.

What does the tax-withholding entry mean in the ICU Medical (ICUI) Form 4?

The tax-withholding entry, coded F, shows 718 shares withheld at $125.85 per share to pay taxes on the RSU settlement. This is a non-market disposition where shares go back to the company for tax purposes, rather than a discretionary sale on a stock exchange.

Are the ICU Medical (ICUI) Restricted Stock Units subject to an exercise price?

The filing states there is neither a purchase price nor an exercise price for the Restricted Stock Units. This means the RSUs convert into Common Stock without Sousa paying a per-share price, consistent with typical equity compensation awards granted by the company.