ICF International Inc.

03/24/2026 | Press release | Distributed by Public on 03/24/2026 16:14

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chadha Ranjit S
2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ICFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Principal Accounting Off.
(Last) (First) (Middle)
1902 RESTON METRO PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026
(Street)
RESTON, VA 20190
4. If Amendment, Date 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
(City) (State) (Zip)
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 197 A $ 0 (1) 263 D
Common 03/20/2026 M 102 A $ 0 (1) 365 D
Common 03/20/2026 F 37 D $65.89 328 D
Common 03/20/2026 F 70 D $65.89 258 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 813 (3) (3) Common 813 $ 0 2,507 D
Restricted Stock Units (1) 03/20/2026 M 102 (4) (4) Common 102 (1) 2,405 D
Restricted Stock Units (5) 03/20/2026 M 125 (6) (6) Common 125 (7) 2,280 D
Restricted Stock Units (1) 03/20/2026 M 197 (8) (8) Common 197 (1) 2,083 D
Restricted Stock Units (9) 03/20/2026 M 234 (10) (10) Common 234 (9) 1,849 D
Restricted Stock Units (11) 03/20/2026 M 240 (12) (12) Common 240 (13) 1,609 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chadha Ranjit S
1902 RESTON METRO PLAZA
RESTON, VA 20190
VP & Principal Accounting Off.

Signatures

/s/ James E. Daniel, Attorney-in-fact 03/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
(5) The market value for the cash-settled restricted stock unit exercise was $115.32.
(6) Represents the second vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
(7) The emarket value for the cash-settled restricted stock unit exercise was $115.32.
(8) Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
(9) The market value for the cash-settled restricted stock unit exercise was $80.08.
(10) Represents the third vesting anniversary (50%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
(11) The exmarket value for the cash-settled restricted stock unit exercise was $66.62.
(12) Represents the first vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2010 Omnibus Plan, as amended.
(13) The market value for the cash-settled restricted stock unit exercise was $66.62.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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