Form 4 for ICLR ICON PLC
Accepted 2026-08-12 16:46:28 ET · period of report 2026-08-10 · accession 0001628280-26-056296 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2026-08-12 16:46 | 2026-08-10 | ICLR | Clerkin Nigel Bernard John | CFO | M - OptEx | — | +4,293 | 8,148 | +111% | — |
| DM | 2026-08-12 16:46 | 2026-08-11 | ICLR | Clerkin Nigel Bernard John | CFO | S - Sale+OE | $164.29 | -2,267 | 5,881 | -28% | -$372.4K |
| DM | 2026-08-12 16:46 | 2026-08-10 | ICLR | Clerkin Nigel Bernard John | CFO | M - OptEx | $0.00 | -4,293 | 6,752 | -39% | $0 |
| DM | 2026-08-12 16:46 | 2026-08-10 | ICLR | Clerkin Nigel Bernard John | CFO | A - Grant | $0.00 | +19.0K | 4,793 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary Shares | 2026-08-10 | M | A | 918 | — | 4,773 | D | — | — | (F1) These restricted share units were granted on March 6, 2025 and (i) 918 restricted share units vested on August 10, 2026, (ii) 918 restricted share units will vest on March 6, 2027, and (iii) 919 restricted share units will vest on March 6, 2028. (F2) Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting. |
| 2 | Common | Ordinary Shares | 2026-08-10 | M | A | 3,375 | — | 8,148 | D | — | — | (F2) Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting. (F3) These restricted share units were granted on May 22, 2025 and (i) 3,375 restricted share units vested on August 10, 2026, (ii) 3,375 restricted share units will vest on March 6, 2027, and (iii) 3,377 restricted share units will vest on March 6, 2028. |
| 3 | Common | Ordinary Shares | 2026-08-11 | S | D | 237 | $162.72 | 7,911 | D | — | — | (F4) The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. (F5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $162.08 to $163.0799, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. |
| 4 | Common | Ordinary Shares | 2026-08-11 | S | D | 259 | $163.77 | 7,652 | D | — | — | (F4) The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. (F6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $163.15 to $164.1499, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. |
| 5 | Common | Ordinary Shares | 2026-08-11 | S | D | 1,591 | $164.47 | 6,061 | D | — | — | (F4) The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. (F7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $164.16 to $165.1599, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. |
| 6 | Common | Ordinary Shares | 2026-08-11 | S | D | 180 | $165.51 | 5,881 | D | — | — | (F4) The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. (F8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple aggregated transactions at prices within the range of $165.16 to $166.1599, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. |
| 7 | Derivative | Restricted Share Units | 2026-08-10 | M | D | 918 | $0.00 | 1,837 | D | — · — to — | 918 Ordinary Shares | (F2) Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting. (F1) These restricted share units were granted on March 6, 2025 and (i) 918 restricted share units vested on August 10, 2026, (ii) 918 restricted share units will vest on March 6, 2027, and (iii) 919 restricted share units will vest on March 6, 2028. (F1) These restricted share units were granted on March 6, 2025 and (i) 918 restricted share units vested on August 10, 2026, (ii) 918 restricted share units will vest on March 6, 2027, and (iii) 919 restricted share units will vest on March 6, 2028. |
| 8 | Derivative | Restricted Share Units | 2026-08-10 | M | D | 3,375 | $0.00 | 6,752 | D | — · — to — | 3,375 Ordinary Shares | (F2) Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting. (F3) These restricted share units were granted on May 22, 2025 and (i) 3,375 restricted share units vested on August 10, 2026, (ii) 3,375 restricted share units will vest on March 6, 2027, and (iii) 3,377 restricted share units will vest on March 6, 2028. (F3) These restricted share units were granted on May 22, 2025 and (i) 3,375 restricted share units vested on August 10, 2026, (ii) 3,375 restricted share units will vest on March 6, 2027, and (iii) 3,377 restricted share units will vest on March 6, 2028. |
| 9 | Derivative | Restricted Share Units | 2026-08-10 | A | A | 14,164 | $0.00 | 14,164 | D | — · — to — | 14,164 Ordinary Shares | (F2) Each restricted share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, with a nominal conversion price equal to the par value of the ordinary shares (EUR 0.06) per underlying share automatically deducted from the reporting person's pay in connection with vesting. (F9) These restricted share units were granted on August 10, 2026 and are scheduled to vest in three approximately equal installments on March 8, 2027, March 8, 2028, and March 8, 2029. (F9) These restricted share units were granted on August 10, 2026 and are scheduled to vest in three approximately equal installments on March 8, 2027, March 8, 2028, and March 8, 2029. |
| 10 | Derivative | Stock Options | 2026-08-10 | A | A | 4,793 | $0.00 | 4,793 | D | $166.05 · — to 2034-08-10 | 4,793 Ordinary Shares | (F10) These stock options were granted on August 10, 2026 and are scheduled to vest in four approximately equal installments on March 8, 2027, March 8, 2028, March 8, 2029, and March 8, 2030. (F11) The stock options expire on the eighth anniversary of the grant date, subject to automatic extension until the 30th trading day following any period during which trading is prohibited under the Issuer's Share Trading Policy or applicable law, but in no event later than the tenth anniversary of the grant date. |