ICU Medical CEO Transfers 63,641 Shares into Family Trusts (Form 4)

Rhea-AI Filing Summary

Vivek Jain, Chairman and CEO of ICU Medical, reported a Form 4 disclosing transactions dated 09/12/2025. The filing shows a gift of 63,641 shares of common stock to two trusts established for family members who share the same household; the reporting person disclaims beneficial ownership of the shares held by those trusts. After the reported transactions, Mr. Jain retained 66,508 shares directly and the trusts hold 152,339 shares indirectly. The form was signed by an attorney-in-fact on 09/15/2025.

Insights

Financial Analyst

TL;DR: Insider gift of 63,641 shares by the CEO is a non-sale transfer for estate or family planning, producing no immediate cash impact.

The Form 4 documents a non-sale transaction: 63,641 shares were transferred as a gift to two family trusts, with the reporting person disclaiming beneficial ownership of those trust-held shares. Direct holdings remain 66,508 shares while indirect trust holdings total 152,339 shares. This is a disclosure of ownership change rather than a liquidity event and carries limited immediate market-significance, though it changes beneficial ownership reporting and may affect future voting alignments.

Corporate Governance Expert

TL;DR: Transfer to family trusts is a governance/ownership reallocation, not an operational or regulatory action.

The report indicates the CEO used trusts to hold shares for family members and expressly disclaims beneficial ownership of those trust holdings. The filing follows Section 16 reporting requirements and was executed via attorney-in-fact. From a governance perspective, the beneficial ownership structure shifts some shares into indirect trust control, which should be tracked for future voting and related-party disclosure but does not by itself indicate a change in management control or corporate policy.

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).

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)
09/12/2025

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	09/12/2025		G(1)		63,641	D	$0.0	66,508	D
Common Stock	09/12/2025		G		63,641	A	$0.0	152,339(1)	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

Explanation of Responses:

1. This transaction represented a gift of securities from the reporting person to two trusts for the benefit of family members, who share the same household. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.

	By: Paula Darbyshire, Attorney-in-Fact For: Vivek Jain	09/15/2025
	** 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 did Vivek Jain report on Form 4 for ICUI?

The Form 4 reports a gift transfer of 63,641 shares on 09/12/2025 to two family trusts; the reporting person disclaims beneficial ownership of those shares.

How many shares does Vivek Jain still directly own after the transaction?

He retained 66,508 shares of common stock as direct beneficial ownership following the reported transactions.

How many shares are held indirectly by the trusts after the transfer?

The trusts hold 152,339 shares indirectly according to the Form 4 filing.

When was the Form 4 signed and who signed it?

The Form 4 was executed by Paula Darbyshire, Attorney-in-Fact for Vivek Jain on 09/15/2025.

Was this transaction a sale or a gift?

This transaction was a gift of securities to two trusts, not a sale; price is listed as $0.0 in the filing.