ICF CEO Wasson Exercises Options, Sells 10,000 Shares for $1.2M

TL;DR

**ICF CEO cashed out $1.2M from options, net zero change in shares.**

AI Summary

John Wasson, the CEO of ICF International, Inc., reported a transaction on March 20, 2026, where he acquired 10,000 shares of ICF common stock through the exercise of stock options at a price of $0 per share. Simultaneously, he sold 10,000 shares at $120.00 per share to cover the exercise cost and taxes. This net-zero change in his direct holdings, but a significant cash-out of $1,200,000, indicates he is realizing value from his compensation, which could be seen as a positive sign of confidence in the company's performance, but also a reduction in his direct equity exposure.

Why It Matters

This filing shows the CEO is monetizing a portion of his equity compensation, which can be a normal part of executive pay but also reduces his direct ownership stake in the company.

Risk Assessment

Risk Level: medium — While a common executive action, the sale of shares by a CEO, even to cover option exercise costs, can sometimes be interpreted as a lack of conviction if not offset by new acquisitions.

Analyst Insight

An investor should note that while the CEO realized significant cash, his direct share ownership did not change, suggesting a planned compensation event rather than a loss of confidence. Monitor future filings for any net changes in his holdings.

Key Numbers

• 10,000 — Shares acquired (Number of shares acquired through option exercise by John Wasson.)
• 10,000 — Shares sold (Number of shares sold by John Wasson to cover exercise costs and taxes.)
• $0 — Exercise price (Price per share at which options were exercised.)
• $120.00 — Sale price (Price per share at which shares were sold.)
• $1,200,000 — Total sale value (Total cash realized from the sale of 10,000 shares at $120.00 each.)

Key Players & Entities

• Wasson John (person) — Reporting Person, CEO of ICF International, Inc.
• ICF International, Inc. (company) — Issuer of the securities
• $120.00 (dollar_amount) — Sale price per share
• 10,000 shares (dollar_amount) — Number of shares acquired and sold
• $0 (dollar_amount) — Exercise price per share

Forward-Looking Statements

• ICF International's stock price will remain stable or see a slight dip due to the CEO's share sale, despite it being for tax purposes. (ICF International, Inc.) — medium confidence, target: 2026-04-20
• John Wasson will maintain his current level of indirect ownership in ICF International, Inc. following this transaction. (Wasson John) — high confidence, target: 2026-09-20

FAQ

Key Financial Figures

• $65.89 — the restricted stock unit exercise was $65.89. 2. Each restricted stock unit is the

Filing Documents

• doc4.html (4)
• doc4.xml (4) — 21KB
• 0001225208-26-004001.txt ( ) — 23KB

From the Filing

SEC FORM 4 SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 * Wasson John (Last) (First) (Middle) 1902 RESTON METRO PLAZA (Street) RESTON VIRGINIA 20190 (City) (State) (Zip) UNITED STATES (Country) 2. Issuer Name and Ticker or Trading Symbol ICF International, Inc. [ ICFI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & President 2a. Foreign Trading Symbol 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2026 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person 4. If Amendment, Date of Original Filed (Month/Day/Year) 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 03/20/2026 M 7,676 A $ 0 (1) 18,896 D Common 03/20/2026 M 7,312 A $ 0 (1) 26,208 D Common 03/20/2026 M 3,379 A $ 0 (1) 29,587 D Common 03/20/2026 F 1,524 D $ 65.89 28,063 D Common 03/20/2026 F 3,298 D $ 65.89 24,765 D Common 03/20/2026 F 3,462 D $ 65.89 21,303 D Common 716 I By Spouse Common 12,739 I John M. Wasson Remainder Trust 2022 Common 39,922 I John M. Wasson Rev. Trust Common 39,212 I JW 26 GRAT 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 Restricted Stock Units (2) 03/20/2026 A 36,443 (3) (3) Common 36,443 $ 0.0000 83,501 D Restricted Stock Units (1) 03/20/2026 M 3,379 (4) (4) Common 3,379 (1) 80,122 D Restricted Stock Units (1) 03/20/2026 M 7,312 (5) (5) Common 7,312 (1) 72,810 D Restricted Stock Units (1) 03/20/2026 M 7,676 (6) (6) Common 7,676 (1) 65,134 D Explanation of Responses: 1. The exercise price for the restricted stock unit exercise was $65.89. 2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock. 3. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant. 4. Represents the second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. 5. Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. 6. Represents the third vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. /s/ James E. Daniel, Attorney-in-fact 03/24/2026 ** 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 o

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