ICU Medical Inc.

03/09/2026 | Press release | Distributed by Public on 03/09/2026 14:16

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Woolson Daniel
2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ICUI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, GM-Infusion Capital
(Last) (First) (Middle)
951 CALLE AMANECER
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026
(Street)
SAN CLEMENTE, CA 92673
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 Stock 03/07/2026 M 1,585 A $ 0 12,882 D
Common Stock 03/07/2026 F 702 D $132.00 12,180 D
Common Stock 03/08/2026 M 16,147(1) A $ 0 28,327 D
Common Stock 03/08/2026 F 6,877 D $132.00 21,450 D
Common Stock(2) 03/08/2026 M 2,153 A $ 0 23,603 D
Common Stock 03/08/2026 F 630 D $132.00 22,973 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Common Stock(2) (3) 03/08/2026 M 2,153 (4) (5) Common Stock 2,153 $ 0 6,908 D
Performance Shares(6) $ 0 (7) 03/08/2026 M 16,147(1) 03/08/2026 03/08/2027 Common Stock 16,147 $ 0 0 D
Performance Shares (7) 03/07/2026 M 1,585 03/07/2026(8) (9) Common Stock 1,585 $ 0 3,170 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woolson Daniel
951 CALLE AMANECER
SAN CLEMENTE, CA 92673
VP, GM-Infusion Capital

Signatures

By: Paula Darbyshire, Attorney-in-Fact For: Daniel Woolson 03/09/2026
**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) Represents the settlement of performance stock units granted on 3/8/2024. Upon the certification of performance results by the Compensation Committee on 2/11/26, the PRSUs were earned at 250% of target, resulting in the acquisition of the shares reported herein.
(2) These securities are Restricted Stock Units.
(3) There is neither a purchase price nor an exercise price for the Restricted Stock Units.
(4) One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.
(5) These are restricted stock units that fully vest 3 years from the grant date.
(6) These Securities are Performance-based Restricted Stock Units (PRSU).
(7) There is neither a purchase price nor an exercise price for the PRSUs.
(8) One-third of the shares shall vest on each of the first, second, and third anniversaries of the grant date. The vested shares shall become exercisable if, during the term of the option, the closing price of the Company's common stock is equal to or more than one-hundred and thirty percent of the exercise price per share for thirty consecutive trading days. The appreciation must occur within four years from the grant date.
(9) Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. If earned, these PRSUs vest on the first, second, and third year following the year of grant.
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.
ICU Medical Inc. published this content on March 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 09, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]