ICU Medical (ICUI) CFO gains stock from PRSU vesting and tax withholding

Rhea-AI Filing Summary

ICU Medical Chief Financial Officer Brian Michael Bonnell reported equity award activity involving performance-based and time-based stock units. On March 8, 2026, performance stock units granted on March 8, 2024 were certified at 250% of target, resulting in the acquisition of 71,757 shares of common stock, with no exercise price.

On the same date, 39,667 shares of common stock were disposed of at $132.00 per share to cover tax obligations through share withholding, leaving 64,697 shares directly owned afterward. On March 7, 2026, additional equity awards were settled, including 3,522 shares acquired via derivative exercises and 1,263 shares withheld for taxes, resulting in 32,607 directly owned shares after that date.

Insider Trade Summary

75,279 shares exercised/converted

Mixed 6 txns

Insider Bonnell Brian Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Shares	71,757	$0.00	--
Exercise	Common Stock	71,757	$0.00	--
Tax Withholding	Common Stock	39,667	$132.00	$5.24M
Exercise	Common Stock	3,522	$0.00	--
Exercise	Common Stock	3,522	$0.00	--
Tax Withholding	Common Stock	1,263	$0.00	--

Holdings After Transaction: Performance Shares — 0 shares (Direct); Common Stock — 104,364 shares (Direct)

Footnotes (1)

1. These securities are Restricted Stock Units. Represents the settlement of performance stock units granted on 3/8/2024. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 250% of target, resulting in the acquisition of the shares reported herein. There is neither a purchase price nor an exercise price for the Restricted Stock Units. One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date. These are restricted stock units that fully vest 3 years from the grant date. These Securities are Performance-based Restricted Stock Units (PRSU). There is neither a purchase price nor an exercise price for the PRSUs.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/09/2026 - 04:32 PM 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^*

Bonnell Brian Michael

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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)	03/07/2026		M		3,522	A	$0.0	33,870	D
Common Stock	03/07/2026		F		1,263	D	$0.0	32,607	D
Common Stock	03/08/2026		M		71,757(2)	A	$0.0	104,364	D
Common Stock	03/08/2026		F		39,667	D	$132	64,697	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)	(3)	03/07/2026		M			3,522	03/07/2026(4)	(5)	Common Stock	3,522	$0.0	7,044	D
Performance Shares(6)	$0.0(7)	03/08/2026		M			71,757(2)	03/08/2026	03/08/2026	Common Stock	71,757	$0.0	0	D

Explanation of Responses:

1. These securities are Restricted Stock Units.

2. Represents the settlement of performance stock units granted on 3/8/2024. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 250% of target, resulting in the acquisition of the shares reported herein.

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

4. One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.

5. These are restricted stock units that fully vest 3 years from the grant date.

6. These Securities are Performance-based Restricted Stock Units (PRSU).

7. There is neither a purchase price nor an exercise price for the PRSUs.

	By: Paula Darbyshire, Attorney-in-Fact For: Brian Bonnell	03/09/2026
	** 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.

FAQ

What insider transaction did ICU Medical (ICUI) report for its CFO?

ICU Medical’s CFO, Brian Michael Bonnell, reported equity award activity involving performance-based and restricted stock units, including the acquisition of 71,757 common shares from performance stock units and related share withholding transactions to cover tax obligations in March 2026.

How many ICU Medical (ICUI) shares did the CFO acquire from performance units?

The CFO acquired 71,757 shares of ICU Medical common stock on March 8, 2026. These came from performance stock units granted on March 8, 2024 that were certified by the Compensation Committee at 250% of target before settlement into common shares.

Were any ICU Medical (ICUI) shares disposed of for tax withholding?

Yes. On March 8, 2026, 39,667 shares of ICU Medical common stock were disposed of at $132.00 per share to satisfy tax obligations. On March 7, 2026, an additional 1,263 shares were withheld, both categorized as payment of tax liabilities using shares.

What is the nature of the equity awards reported by ICU Medical (ICUI) CFO?

The awards include restricted stock units and performance-based restricted stock units (PRSUs). Footnotes state there is neither a purchase price nor an exercise price, and that PRSUs were earned at 250% of target after performance certification by the Compensation Committee.

How many ICU Medical (ICUI) shares does the CFO own after these transactions?

Following the March 8, 2026 transaction, the CFO directly owned 64,697 shares of ICU Medical common stock for that line item. After the March 7, 2026 transaction, the relevant line item shows direct ownership of 32,607 shares, reflecting separate award settlements.

Do ICU Medical (ICUI) restricted stock units have an exercise price?

No. Footnotes state there is neither a purchase price nor an exercise price for the restricted stock units and performance-based restricted stock units. These units settle into common shares upon vesting or performance certification, rather than requiring cash payment to exercise.