ICU Medical (ICUI) CFO nets shares from PRSUs and stock tax payment

Rhea-AI Filing Summary

ICU Medical Chief Financial Officer Brian Michael Bonnell exercised stock awards and settled related taxes in shares. He exercised performance-based restricted stock units and restricted stock units, acquiring 14,648 shares of common stock with no cash exercise price. To cover tax liabilities, 7,595 shares were withheld at $125.85 per share, a non-market disposition. After these compensation-related transactions, he directly owns 71,750 shares of ICU Medical common stock.

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^*

Bonnell Brian Michael

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)	03/15/2026		M		11,400(2)	A	$0.0	76,097	D
Common Stock(1)	03/15/2026		F		5,800	D	$125.85	70,297	D
Common Stock(3)	03/15/2026		M		3,248	A	$0.0	73,545	D
Common Stock	03/15/2026		F		1,795	D	$125.85	71,750	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(3)	$0.0(4)	03/15/2026		M			3,248	03/15/2026	03/15/2026	Common Stock	3,248	$0.0	0	D
Performance Shares(1)	$0.0(5)	03/15/2026		M			11,400(2)	03/15/2026	03/15/2026	Common Stock	11,400	$0.0	0	D

Explanation of Responses:

1. These Securities are Performance-based Restricted Stock Units (PRSU).

2. Represents the settlement of performance stock units granted on 3/15/2023. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 117% of target, resulting in the acquisition of the shares reported herein.

3. These securities are Restricted Stock Units.

4. There is neither a purchase price nor an exercise price for the Restricted Stock Units.

5. There is neither a purchase price nor an exercise price for the PRSUs.

	By: Paula Darbyshire, Attorney-in-Fact For: Brian Bonnell	03/16/2026
	** 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 did ICU Medical (ICUI) CFO Brian Bonnell report in this Form 4?

ICU Medical CFO Brian Bonnell reported exercising stock awards and settling related taxes in shares. He converted performance-based restricted stock units and restricted stock units into common stock, then had a portion of those shares withheld to satisfy tax obligations rather than selling shares on the open market.

How many ICU Medical (ICUI) shares did the CFO acquire through award exercises?

The CFO acquired 14,648 shares of ICU Medical common stock through award exercises. These came from performance-based restricted stock units and restricted stock units, with no purchase or exercise price, following certification that performance conditions were achieved at 117% of target for the 3/15/2023 grant.

Were any ICU Medical (ICUI) shares sold on the open market in this filing?

No open-market sales were reported; shares were withheld for taxes instead. A total of 7,595 shares of common stock were disposed of under code F at $125.85 per share, reflecting payment of tax liabilities by delivering shares back to the company.

How many ICU Medical (ICUI) shares does the CFO own after these transactions?

Following these transactions, the CFO directly owns 71,750 shares of ICU Medical common stock. This figure reflects the net result after exercising performance-based and time-based stock units and having some of the resulting shares withheld to cover tax obligations associated with those awards.

What role did performance-based RSUs play in the ICU Medical (ICUI) Form 4?

Performance-based restricted stock units were a key source of the new shares acquired. Units granted on 3/15/2023 were earned at 117% of target after performance certification on 2/11/26, leading to settlement in common stock with no purchase or exercise price required from the CFO.

How many ICU Medical (ICUI) shares were used to cover the CFO’s tax liabilities?

A total of 7,595 shares were withheld to cover tax liabilities tied to the award settlements. These dispositions, reported under transaction code F at $125.85 per share, represent payment of taxes to the company rather than discretionary open-market sales of common stock.