ICU Medical CIO exercises awards, withholds shares for tax

ICU Medical Chief Information Officer Ben Sousa reported multiple equity award transactions.

Rhea-AI Filing Summary

ICU Medical Chief Information Officer Ben Sousa reported multiple equity award transactions. On 3/7/26 and 3/8/26, he acquired common stock through the exercise or settlement of Restricted Stock Units and performance-based Restricted Stock Units, including 7,177 performance shares earned at 250% of target following Compensation Committee certification.

On both dates, some common shares were disposed of in transactions coded “F” at a price of $132 per share, representing shares withheld to satisfy tax obligations rather than open-market sales. After these transactions, Sousa directly owned 4,744 shares of ICU Medical common stock.

Insider Trade Summary

9,543 shares exercised/converted

Exercise 9 txns

Insider Sousa Ben

Role Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock	957	$0.00	$0.00
Exercise	Performance Shares	7,177	$0.00	$0.00
Exercise	Common Stock	7,177	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,967	$132.00	$524K
Exercise	Common Stock	957	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	529	$132.00	$70K
Exercise	Common Stock	1,409	$0.00	$0.00
Exercise	Common Stock	1,409	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	782	$132.00	$103K

Holdings After Transaction: Common Stock — 3,775 contracts (Direct); Performance Shares — 0 contracts (Direct); Common Stock — 4,744 shares (Direct)

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ICUI Chief Information Officer Ben Sousa report?

Ben Sousa reported exercises and settlements of Restricted Stock Units and performance-based Restricted Stock Units, plus related tax-withholding share dispositions. These equity awards converted into ICU Medical common stock, with some shares automatically withheld to cover tax obligations rather than sold on the open market.

How many ICU Medical performance shares did Ben Sousa earn in this Form 4?

Sousa earned 7,177 performance-based Restricted Stock Units that settled into common shares. The grant, dated 3/8/2024, vested after the Compensation Committee certified performance on 2/11/26, confirming the performance award paid out at 250% of the original target level.

Did Ben Sousa sell ICUI shares on the open market in this filing?

The filing shows share dispositions coded “F” at $132 per share, which indicate shares delivered to pay exercise price or tax liabilities. These are tax-withholding transactions, not open-market sales, and occur automatically when awards vest or are exercised for the reporting person.

How many ICU Medical common shares does Ben Sousa own after these transactions?

After completing the award exercises, settlements, and tax-withholding dispositions, Ben Sousa directly holds 4,744 shares of ICU Medical common stock. This figure reflects the net position following the conversion of equity awards and the delivery of certain shares to satisfy related tax obligations.

What triggered the vesting of Ben Sousa’s ICU Medical performance stock units?

The performance stock units granted on 3/8/2024 vested when the Compensation Committee certified performance results on 2/11/26. That certification established that performance criteria were met at 250% of target, resulting in the settlement of 7,177 performance-based Restricted Stock Units into ICU Medical common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/09/2026 - 04:19 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^*

Sousa Ben

(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 Information 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		1,409	A	$0.0	1,888	D
Common Stock	03/07/2026		F		782	D	$132	1,106	D
Common Stock	03/08/2026		M		7,177(2)	A	$0.0	8,283	D
Common Stock	03/08/2026		F		3,967	D	$132	4,316	D
Common Stock(1)	03/08/2026		M		957	A	$0.0	5,273	D
Common Stock	03/08/2026		F		529	D	$132	4,744	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			1,409	03/07/2026(4)	(5)	Common Stock	1,409	$0.0	4,732	D
Common Stock(1)	(3)	03/08/2026		M			957	03/07/2026(4)	(5)	Common Stock	957	$0.0	3,775	D
Performance Shares(6)	$0.0(7)	03/08/2026		M			7,177(2)	03/08/2026	03/08/2027	Common Stock	7,177	$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: Benjamin Sousa	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).
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