SEC Form 3 filed by new insider Balfe Barry Edward
$ICLR
Biotechnology: Commercial Physical & Biological Resarch
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
ICON PLC [ ICLR ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 4,458 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | (1) | 03/03/2028 | Ordinary Shares | 886 | $159.33 | D | |
| Restricted Share Units | (2) | (2) | Ordinary Shares | 28,986 | (3) | D | |
| Restricted Share Units | (4) | (4) | Ordinary Shares | 7,699 | (3) | D | |
| Stock Options | (5) | 03/03/2031 | Ordinary Shares | 4,480 | $233.88 | D | |
| Stock Options | (6) | 03/03/2030 | Ordinary Shares | 3,405 | $231.68 | D | |
| Restricted Share Units | (7) | (7) | Ordinary Shares | 3,047 | (3) | D | |
| Stock Options | (8) | 03/06/2033 | Ordinary Shares | 15,328 | $185.18 | D | |
| Stock Options | (1) | 03/03/2029 | Ordinary Shares | 2,131 | $174.96 | D | |
| Stock Options | (9) | 03/03/2032 | Ordinary Shares | 4,914 | $325.51 | D | |
| Restricted Share Units | (10) | (10) | Ordinary Shares | 728 | (3) | D | |
| Restricted Share Units | (11) | (11) | Ordinary Shares | 500 | (3) | D | |
| Restricted Share Units | (12) | (12) | Ordinary Shares | 1,664 | (3) | D | |
| Explanation of Responses: |
| 1. Fully vested. |
| 2. These restricted share units were granted on October 31, 2025 and vest annually in three equal installments on the applicable anniversary of the grant date. |
| 3. 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. |
| 4. These restricted share units were granted on May 22, 2025 and (i) 3,849 restricted share units will vest on March 6, 2027 and (ii) 3,850 restricted share units will vest on March 6, 2028. |
| 5. These stock options were granted on March 3, 2023. Of these options, 1,119 vested in 2025 and in 2026, 1,119 will vest in 2027 and 1,123 will vest in 2028, in each case on the applicable anniversary of the grant date. |
| 6. These stock options were granted on March 3, 2022. Of these options, 1,135 vested in 2025 and 2026 and 1,135 will vest in 2027, in each case on the applicable anniversary of the grant date. |
| 7. These restricted share units were granted on March 6, 2025 and (i) 1,523 restricted share units will vest on March 6, 2027 and (ii) 1,524 restricted share units will vest on March 6, 2028. |
| 8. These stock options were granted on March 6, 2025. Of these options, 3,832 vested in 2026 and 3,832 will vest in 2027, 2028 and 2029, in each case on the applicable anniversary of the grant date. |
| 9. These stock options were granted on March 3, 2024. Of these options, 1,228 vested in 2025 and 2026, 1,228 will vest in 2027 and 1,230 will vest in 2028, in each case on the applicable anniversary of the grant date. |
| 10. These restricted share units were granted on August 7, 2023 and 728 restricted share units will vest on August 7, 2026. |
| 11. These restricted share units were granted on March 3, 2024 and 500 restricted share units will vest on March 3, 2027. |
| 12. These restricted share units were granted on March 3, 2024 and will vest in full on March 3, 2027. |
| 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. Exhibit 24 - Power of Attorney. |
| /s/ Erina Joan Fox, as Attorney-in-Fact | 03/18/2026 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 3: SEC 1473 (03-26) | ||