ICU Medical (ICUI) VP nets shares from performance award vesting

Rhea-AI Filing Summary

ICU Medical Inc. executive Daniel Woolson, VP and GM-Infusion Capital, exercised performance-based restricted stock units into common stock. He converted 2,924 performance shares into 2,924 shares of common stock, then had 1,295 of those shares withheld to cover tax obligations at $125.85 per share. After these compensation-related transactions, he holds 24,602 shares of common stock directly, indicating a routine vesting and tax-settlement event rather than an open‑market trade.

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^*

Woolson Daniel

(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, GM-Infusion Capital

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		2,924	A	$0.0	25,897	D
Common Stock	03/15/2026		F		1,295	D	$125.85	24,602	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
Performance Shares(1)	$0.0(2)	03/15/2026		M			2,924	03/15/2026(3)	03/15/2026	Common Stock	2,924	$0.0	0	D

Explanation of Responses:

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

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

3. These PRSUs were granted on May 17, 2023. Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. These PRSUs vest on March 15 of the first, second, and third year following the year of grant.

	By: Paula Darbyshire, Attorney-in-Fact For: Daniel Woolson	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).
** 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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FAQ

What insider transaction did ICUI executive Daniel Woolson report?

Daniel Woolson reported exercising 2,924 performance-based restricted stock units into common stock. As part of this vesting event, 1,295 shares were withheld to satisfy tax liabilities, leaving him with 24,602 directly held ICU Medical common shares after the transactions.

How many ICU Medical (ICUI) shares does Daniel Woolson hold after this Form 4?

Following the reported transactions, Daniel Woolson directly owns 24,602 shares of ICU Medical common stock. This reflects the net position after 2,924 performance shares vested and 1,295 shares were withheld by the company to cover associated tax obligations on the award.

What does the M transaction code mean in Daniel Woolson’s ICUI Form 4?

The M transaction code shows a derivative exercise or conversion. Woolson’s 2,924 performance-based restricted stock units converted into an equal number of ICU Medical common shares, reflecting a compensation-related vesting event rather than an open-market purchase on a stock exchange.

Why were 1,295 ICUI shares reported with an F transaction code?

The F code indicates shares were delivered to pay exercise price or taxes. In this case, 1,295 ICU Medical common shares were withheld at $125.85 per share to satisfy tax obligations tied to the vesting of performance-based restricted stock units, not sold on the open market.

What type of award did ICU Medical grant to Daniel Woolson?

ICU Medical granted Daniel Woolson performance-based restricted stock units, or PRSUs. These PRSUs were granted on May 17, 2023 and vest on March 15 of the first, second, and third year after the grant year, subject to both performance and time-based conditions.

Is Daniel Woolson’s ICUI Form 4 transaction a market buy or sell?

The filing reflects a vesting and tax-settlement event, not an open-market trade. Performance-based restricted stock units converted into shares (code M), and some shares were withheld for taxes (code F), so there was no reported open-market buying or selling activity in this Form 4.