ICU Medical (ICUI) VP Woolson nets shares after PRSU awards, tax withholding

Rhea-AI Filing Summary

ICU Medical (ICUI) executive Daniel Woolson reported multiple equity award settlements and related tax-withholding transactions. On March 7–8, 2026, he acquired ICU Medical common stock through the exercise or conversion of performance-based and other restricted stock units at an exercise price of $0.00 per share.

The filing shows Performance-based Restricted Stock Units (PRSUs) granted on March 8, 2024 were earned at 250% of target after the Compensation Committee certified performance results on February 11, 2026, resulting in common shares being issued. Code F entries reflect tax-withholding dispositions of common shares at $132.00 per share, leaving Woolson with directly owned common stock as reported after each transaction.

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)
03/07/2026

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	03/07/2026		M		1,585	A	$0.0	12,882	D
Common Stock	03/07/2026		F		702	D	$132	12,180	D
Common Stock	03/08/2026		M		16,147(1)	A	$0.0	28,327	D
Common Stock	03/08/2026		F		6,877	D	$132	21,450	D
Common Stock(2)	03/08/2026		M		2,153	A	$0.0	23,603	D
Common Stock	03/08/2026		F		630	D	$132	22,973	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(2)	(3)	03/08/2026		M			2,153	(4)	(5)	Common Stock	2,153	$0.0	6,908	D
Performance Shares(6)	$0.0(7)	03/08/2026		M			16,147(1)	03/08/2026	03/08/2027	Common Stock	16,147	$0.0	0	D
Performance Shares	(7)	03/07/2026		M			1,585	03/07/2026(8)	(9)	Common Stock	1,585	$0.0	3,170	D

Explanation of Responses:

1. 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.

2. These securities are Restricted Stock Units.

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.

8. One-third of the shares shall vest on each of the first, second, and third anniversaries of the grant date. The vested shares shall become exercisable if, during the term of the option, the closing price of the Company's common stock is equal to or more than one-hundred and thirty percent of the exercise price per share for thirty consecutive trading days. The appreciation must occur within four years from the grant date.

9. Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. If earned, these PRSUs vest on the first, second, and third year following the year of grant.

	By: Paula Darbyshire, Attorney-in-Fact For: Daniel Woolson	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ICU Medical (ICUI) executive Daniel Woolson report in this Form 4?

Daniel Woolson reported equity award activity, including exercises of restricted and performance-based stock units into ICU Medical common shares. The filing also records share dispositions coded as tax-withholding to cover obligations, rather than open-market sales, with all positions held under direct ownership after the transactions.

How many ICU Medical performance shares did Woolson convert into common stock?

Woolson converted several blocks of performance shares into ICU Medical common stock, including 16,147 performance shares on March 8, 2026 and 1,585 performance shares on March 7, 2026. These conversions were recorded at an exercise price of $0.00 per share, reflecting vested equity awards.

What does the 250% PRSU achievement mean for ICU Medical (ICUI)?

The filing states performance-based restricted stock units granted March 8, 2024 were earned at 250% of target after the Compensation Committee certified results on February 11, 2026. This higher achievement level resulted in more ICU Medical shares being issued to Woolson than at target performance.

Were any of Woolson’s ICU Medical share transactions open-market purchases or sales?

The reported transactions are coded as exercises or conversions of derivative securities and tax-withholding dispositions. The Form 4 describes code F transactions as payments of exercise price or tax liability by delivering shares, indicating they are for obligations rather than ordinary open-market buying or selling activity.

At what price were ICU Medical shares used for tax withholding in this Form 4?

Shares disposed of for tax withholding are reported with a transaction price of $132.00 per share. These code F transactions are described as payments of exercise price or tax liabilities by delivering ICU Medical common shares, rather than discretionary sales into the open market.

What role does Daniel Woolson hold at ICU Medical (ICUI) in this filing?

The filing identifies Daniel Woolson as an officer of ICU Medical with the title “VP, GM-Infusion Capital.” All reported equity award exercises, conversions, and related tax-withholding dispositions involve securities held under his direct ownership, according to the ownership codes disclosed.