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ICU Medical (ICUI) CEO logs 250% PRSU payout and share withholding for taxes

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

Rhea-AI Filing Summary

ICU Medical Chairman and CEO Vivek Jain reported multiple equity award transactions. On March 8, 2026, he exercised 107,635 performance shares at $0.00 per share, acquiring the same number of common shares, which were earned at 250% of target PRSU performance after Compensation Committee certification.

That same day, 59,500 common shares were disposed of at $132.00 per share to satisfy tax obligations through share withholding, not an open-market sale. On March 7, 2026, he exercised awards covering 5,282 shares twice (derivative and non-derivative reporting), and 2,919 shares were withheld for taxes. Following these events, he also reported 152,339 common shares held indirectly through a trust.

Positive

  • None.

Negative

  • None.

Insights

Transactions mainly reflect equity award vesting and tax withholding, not open-market trading.

The filing shows Vivek Jain settling performance-based restricted stock units that paid out at 250% of target, indicating strong achievement of the plan’s performance goals. Shares were acquired via exercises at $0.00 exercise price, consistent with stock-based compensation mechanics.

Dispositions coded F are labeled as share withholding to cover tax liabilities, including 59,500 shares at $132.00. These are not discretionary market sales. The report also lists 152,339 shares held indirectly through a trust, clarifying total beneficial ownership after these equity award events.

Insider Jain Vivek
Role Chairman and CEO
Type Security Shares Price Value
Exercise Performance Shares 107,635 $0.00 $0.00
Exercise Common Stock 107,635 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 59,500 $132.00 $7.85M
Exercise Common Stock 5,282 $0.00 $0.00
Exercise Common Stock 5,282 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 2,919 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 127,572 shares (Direct); Performance Shares — 0 shares (Direct); Common Stock — 152,339 shares (Indirect, by Trust)
Footnotes (7)
  1. F1. These securities are Restricted Stock Units.
  2. F2. 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. F3. There is neither a purchase price nor an exercise price for the Restricted Stock Units.
  4. F4. 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. F5. These are restricted stock units that fully vest 3 years from the grant date.
  6. F6. These Securities are Performance-based Restricted Stock Units (PRSU).
  7. F7. There is neither a purchase price nor an exercise price for the PRSUs.

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FAQ

What insider transactions did ICU Medical (ICUI) report for Vivek Jain?
ICU Medical reported that Chairman and CEO Vivek Jain exercised performance-based equity awards and received common shares, while a portion of those shares was withheld to pay taxes. The activity reflects equity compensation settlement rather than discretionary open-market buying or selling.

How many ICU Medical (ICUI) shares did Vivek Jain acquire through equity awards?
Vivek Jain acquired 107,635 common shares on March 8, 2026 through the settlement of performance stock units, plus additional shares from smaller award exercises on March 7, 2026. These awards carried a zero exercise price, typical for restricted or performance-based stock units.

Were any of Vivek Jain’s ICU Medical (ICUI) share disposals open-market sales?
The reported disposals are coded as tax-withholding transactions, not open-market sales. On March 8, 2026, 59,500 shares at $132.00 per share, and on March 7, 2026, 2,919 shares, were delivered to satisfy tax liabilities tied to equity award exercises.

What does 250% of target PRSU performance mean for ICU Medical (ICUI)?
The filing states that performance-based restricted stock units granted March 8, 2024 were earned at 250% of target after Compensation Committee certification on February 11, 2026. This means actual performance exceeded the original goal, increasing the number of shares delivered to the executive.

How many ICU Medical (ICUI) shares does Vivek Jain hold indirectly through a trust?
The report shows 152,339 ICU Medical common shares held indirectly by a trust associated with Vivek Jain as of the March 7, 2026 entry. This trust position is reported separately from his directly held shares in the company’s common stock.

What types of equity awards are mentioned in the ICU Medical (ICUI) Form 4?
The Form 4 references restricted stock units and performance-based restricted stock units. Footnotes explain there is no purchase or exercise price and describe vesting schedules, including units that vest over three years and performance units that pay out based on certified performance results.
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)
03/07/2026
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 5,282 A $0.0 71,790 D
Common Stock 03/07/2026 F 2,919 D $0.0 68,871 D
Common Stock 03/08/2026 M 107,635(2) A $0.0 176,506 D
Common Stock 03/08/2026 F 59,500 D $132 117,006 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(1) (3) 03/07/2026 M 5,282 03/07/2026(4) (5) Common Stock 5,282 $0.0 10,566 D
Performance Shares(6) $0.0(7) 03/08/2026 M 107,635(2) 03/08/2026 03/08/2026 Common Stock 107,635 $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: Vivek Jain 03/08/2026
** 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