Nigel Bernard John Clerkin - 10 Aug 2026 Form 4 Insider Report for ICON PLC (ICLR)

Reporting relationship: Chief Financial Officer
Issuer ticker: ICLR
Reported as of: 10 Aug 2026
Net transaction value: -$372,445
SEC form: 4
Accepted by SEC: 12 Aug 2026, 16:46:28 UTC
Prior SEC filing: 18 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Erina Joan Fox, as Attorney-in-Fact

Key filing fact

Nigel Bernard John Clerkin filed Form 4 for ICON PLC (ICLR) on 12 Aug 2026.

Key facts

This page summarizes Nigel Bernard John Clerkin's Form 4 filing for ICON PLC (ICLR).
10 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 12 Aug 2026, 16:46.

Change

Previous filing in this sequence was filed on 18 Mar 2026.
Current net transaction value: -$372,445.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0002085465 Primary reporting owner

Clerkin Nigel Bernard John

Relationship: Chief Financial Officer
Address: C/O ICON PLC, SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN, DUBLIN, IRELAND
Signature: /s/ Erina Joan Fox, as Attorney-in-Fact
Signature date: 12 Aug 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ICLR transaction

Ordinary Shares

Options Exercise

Transaction value
Shares: +918
Change %: +24%
Price
Shares after: 4,773
Date: 10 Aug 2026
Ownership: Direct
Footnotes: F1, F2

ICLR transaction

Ordinary Shares

Options Exercise

Transaction value
Shares: +3,375
Change %: +71%
Price
Shares after: 8,148
Date: 10 Aug 2026
Ownership: Direct
Footnotes: F2, F3

ICLR transaction

Ordinary Shares

Sale

Transaction value: $38,565
Shares: -237
Change %: -2.9%
Price: $162.72
Shares after: 7,911
Date: 11 Aug 2026
Ownership: Direct
Footnotes: F4, F5

ICLR transaction

Ordinary Shares

Sale

Transaction value: $42,416
Shares: -259
Change %: -3.3%
Price: $163.77
Shares after: 7,652
Date: 11 Aug 2026
Ownership: Direct
Footnotes: F4, F6

ICLR transaction

Ordinary Shares

Sale

Transaction value: $261,672
Shares: -1,591
Change %: -21%
Price: $164.47
Shares after: 6,061
Date: 11 Aug 2026
Ownership: Direct
Footnotes: F4, F7

ICLR transaction

Ordinary Shares

Sale

Transaction value: $29,792
Shares: -180
Change %: -3%
Price: $165.51
Shares after: 5,881
Date: 11 Aug 2026
Ownership: Direct
Footnotes: F4, F8

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ICLR transaction Derivative

Restricted Share Units

Options Exercise

Transaction value
Shares: -918
Change %: -33%
Price: $0.000000^*
Shares after: 1,837
Date: 10 Aug 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 918
Exercise price
Footnotes: F1, F2

ICLR transaction Derivative

Restricted Share Units

Options Exercise

Transaction value
Shares: -3,375
Change %: -33%
Price: $0.000000^*
Shares after: 6,752
Date: 10 Aug 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 3,375
Exercise price
Footnotes: F2, F3

ICLR transaction Derivative

Restricted Share Units

Award

Transaction value
Shares: +14,164
Change %
Price: $0.000000^*
Shares after: 14,164
Date: 10 Aug 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 14,164
Exercise price
Footnotes: F2, F9

ICLR transaction Derivative

Stock Options

Award

Transaction value
Shares: +4,793
Change %
Price: $0.000000^*
Shares after: 4,793
Date: 10 Aug 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 4,793
Exercise price: $166.05
Footnotes: F10, F11

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC remarks

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.