ICU Medical (NASDAQ: ICUI) VP logs equity award exercises and tax share dispositions

Rhea-AI Filing Summary

ICU Medical (ICUI) VP and General Counsel Virginia Ruth Sanzone reported equity award activity involving restricted and performance-based stock units. On March 7 and 8, 2026, she acquired multiple blocks of Common Stock through exercises or conversions of derivative awards, including 23,917 Performance Shares and several smaller tranches.

The filing also shows dispositions of Common Stock coded as tax-withholding events, with 13,221 shares and 1,762 shares delivered at a price of $132.00 per share to satisfy exercise price or tax liabilities. A performance stock unit grant dated March 8, 2024 was certified at 250% of target on February 11, 2026, resulting in the shares acquired. Footnotes explain that these awards are restricted stock units and performance-based restricted stock units with no purchase or exercise price and time-based vesting over three years.

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^*

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)
03/07/2026

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		2,348	A	$0.0	7,804	D
Common Stock	03/07/2026		F		1,297	D	$132	6,507	D
Common Stock	03/08/2026		M		23,917(2)	A	$0.0	30,424	D
Common Stock	03/08/2026		F		13,221	D	$132	17,203	D
Common Stock(1)	03/08/2026		M		3,189	A	$0.0	20,392	D
Common Stock	03/08/2026		F		1,762	D	$132	18,630	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			2,348	03/07/2026(4)	(5)	Common Stock	2,348	$0.0	11,075	D
Common Stock(1)	(3)	03/08/2026		M			3,189	03/07/2026(4)	(5)	Common Stock	3,189	$0.0	7,886	D
Performance Shares(6)	$0.0(7)	03/08/2026		M			23,917(2)	03/08/2023	03/08/2024	Common Stock	23,917	$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: Virginia Sanzone	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.