C. Morgan James - Mar 20, 2022 Form 4 Insider Report for ICF International, Inc. (ICFI)

Role: Chief of Business Operations
Signature: /s/ James E. Daniel, Attorney-in-fact
Stock symbol: ICFI
Transactions as of: Mar 20, 2022
Transactions value $: -$97,756
Form type: 4
Date filed: 3/22/2022, 06:35 PM
Previous filing: Mar 15, 2022
Next filing: Sep 13, 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICFI	Common	Options Exercise	$0	+1.25K	+2.79%	$0.00	46.2K	Mar 20, 2022	Direct	F1
transaction	ICFI	Common	Options Exercise	$0	+1.1K	+2.38%	$0.00	47.3K	Mar 20, 2022	Direct	F1
transaction	ICFI	Common	Options Exercise	$0	+573	+1.21%	$0.00	47.8K	Mar 20, 2022	Direct	F1
transaction	ICFI	Common	Tax liability	-$17.7K	-193	-0.4%	$91.79	47.6K	Mar 20, 2022	Direct
transaction	ICFI	Common	Tax liability	-$34.6K	-377	-0.79%	$91.79	47.3K	Mar 20, 2022	Direct
transaction	ICFI	Common	Tax liability	-$45.4K	-495	-1.05%	$91.79	46.8K	Mar 20, 2022	Direct

Showing 1 to 6 of 6 entries

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ICFI	Restricted Stock Units	Award	$0	+5.39K	+33.83%	$0.00	21.3K	Mar 20, 2022	Common	5.39K		Direct	F2, F3
transaction	ICFI	Restricted Stock Units	Options Exercise		-573	-2.69%		20.7K	Mar 20, 2022	Common	573		Direct	F1, F4
transaction	ICFI	Restricted Stock Units	Options Exercise		-1.1K	-5.29%		19.6K	Mar 20, 2022	Common	1.1K		Direct	F1, F5
transaction	ICFI	Restricted Stock Units	Options Exercise		-1.25K	-6.37%		18.4K	Mar 20, 2022	Common	1.25K		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The exercise price for the restricted stock unit exercise was $91.79.
F2	Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.
F3	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.
F4	Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
F5	Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.