ICU Medical (ICUI) counsel settles stock awards, nets 3,277 new shares

Rhea-AI Filing Summary

ICU Medical Inc. VP and General Counsel Virginia Ruth Sanzone reported compensation-related equity activity. On March 15, 2026, she settled performance-based restricted stock units and restricted stock units that converted into 7,324 shares of Common Stock.

To cover tax obligations, 4,047 shares were withheld at $125.85 per share, resulting in a net addition of 3,277 shares. Following these transactions, she directly holds 21,907 shares of ICU Medical common stock. The PRSUs, granted on March 15, 2023, were earned at 117% of target after performance certification.

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^*

Sanzone Virginia Ruth

(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)
	VP, General Counsel

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		5,700(2)	A	$0.0	24,330	D
Common Stock(1)	03/15/2026		F		3,150	D	$125.85	21,180	D
Common Stock(3)	03/15/2026		M		1,624	A	$0.0	22,804	D
Common Stock	03/15/2026		F		897	D	$125.85	21,907	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(3)	$0.0(4)	03/15/2026		M			1,624	03/15/2026	03/15/2026	Common Stock	1,624	$0.0(4)	0	D
Performance Shares(1)	$0.0(5)	03/15/2026		M			5,700(2)	03/15/2026	03/15/2026	Common Stock	5,700	$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: Virginia Sanzone	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 transactions did ICUI VP General Counsel Virginia Ruth Sanzone report?

Virginia Ruth Sanzone reported settlement of equity awards converting into 7,324 shares of ICU Medical common stock. These were performance-based and time-based stock units, earned after performance certification and delivered as part of her compensation package.

How many ICU Medical (ICUI) shares did the insider ultimately add to her holdings?

After tax withholding, the insider’s position increased by 3,277 shares. She exercised or settled awards for 7,324 shares, had 4,047 shares withheld for taxes, and ended with 21,907 directly held shares of ICU Medical common stock.

Were any of the ICU Medical (ICUI) insider transactions open-market sales or purchases?

No open-market purchases or sales were reported. The filing shows award settlements and tax-withholding dispositions, where shares were delivered under equity awards and a portion withheld at $125.85 per share to satisfy tax obligations.

What are the performance-based restricted stock units (PRSUs) mentioned for ICU Medical (ICUI)?

The PRSUs are performance-based restricted stock units granted on March 15, 2023. After the Compensation Committee certified results on February 11, 2026, they were earned at 117% of target, leading to the share delivery reported in this Form 4.

At what price were ICU Medical (ICUI) shares withheld for the insider’s tax obligations?

Shares were withheld at $125.85 per share to cover tax liabilities tied to the vesting and settlement of equity awards. In total, 4,047 shares were withheld under this tax-withholding mechanism, not through an open-market sale.

How many ICU Medical (ICUI) shares does the insider hold after these transactions?

Following the reported transactions, Virginia Ruth Sanzone directly holds 21,907 shares of ICU Medical common stock. This figure reflects the net impact of award settlements and related tax-withholding share dispositions on March 15, 2026.