ICU Medical (ICUI) COO settles PRSUs, withholds shares for taxes

Rhea-AI Filing Summary

ICU Medical Chief Operating Officer Christian B. Voigtlander reported equity award activity involving performance-based and time-based stock units. On 3/8/2026, he exercised 71,757 performance shares at $0 per share, converting them into 71,757 shares of common stock, and his direct common stock holdings increased to 79,421 shares.

As part of this activity, 39,667 shares of common stock were disposed of at $132 per share to satisfy tax withholding obligations, leaving 39,754 shares directly owned afterward. On 3/7/2026, he also exercised 3,522 performance-based restricted stock units for 3,522 common shares, with 1,946 shares withheld at $132 per share for taxes. Footnotes explain that these awards are restricted and performance-based units with no purchase or exercise price, and recent performance certification caused the PRSUs granted on 3/8/2024 to be earned at 250% of target.

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^*

Voigtlander Christian B.

(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 Operating 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		3,522	A	$0.0	9,610	D
Common Stock	03/07/2026		F		1,946	D	$132	7,664	D
Common Stock	03/08/2026		M		71,757(2)	A	$0.0	79,421	D
Common Stock	03/08/2026		F		39,667	D	$132	39,754	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			3,522	03/07/2026(4)	(5)	Common Stock	3,522	$0.0	7,044	D
Performance Shares(6)	$0.0(7)	03/08/2026		M			71,757(2)	03/08/2026	03/08/2026	Common Stock	71,757	$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: Christian Voigtlander	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).
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FAQ

What insider transactions did ICUI COO Christian B. Voigtlander report?

He reported exercises of performance-based and restricted stock units and related tax-withholding dispositions. He acquired 71,757 common shares from performance shares and 3,522 shares from PRSUs, while 39,667 and 1,946 shares were withheld at $132 per share to cover tax liabilities.

How many ICU Medical (ICUI) shares did the COO acquire through equity awards?

He acquired 71,757 common shares on 3/8/2026 from performance shares and 3,522 common shares on 3/7/2026 from performance-based restricted stock units. These transactions reflect the settlement and exercise of previously granted performance awards rather than open-market purchases.

Why were some ICUI shares disposed of in Christian Voigtlander’s Form 4?

Shares were disposed of to pay tax liabilities tied to equity awards. Specifically, 39,667 shares and 1,946 shares of common stock were delivered at $132 per share, with the filing describing these as payments of tax obligations using the underlying stock rather than cash.

What do the footnotes say about ICUI performance-based restricted stock units (PRSUs)?

The footnotes explain that the securities are performance-based restricted stock units with no purchase or exercise price. PRSUs granted on 3/8/2024 were earned at 250% of target after performance certification on 2/11/2026, triggering settlement into common shares reported in this Form 4.

Do ICUI restricted stock units and PRSUs have an exercise price?

The filing states there is neither a purchase price nor an exercise price for the restricted stock units or the performance-based restricted stock units. Instead, units convert into common shares upon vesting or performance certification, with taxes typically satisfied through share-withholding transactions.

How do ICU Medical (ICUI) restricted stock units vest for the COO?

One award vests in three equal annual installments on each of the first, second and third anniversaries of the grant date. Another award consists of restricted stock units that fully vest three years from the grant date, according to the footnotes describing the vesting schedules.