ICF International, Inc. — Director's Dealing 2021

Mar 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2021-03-20

Reporting Person: Ostria Sergio J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-20	Common	M	595.0000	—	Acquired	15458.0000	Direct
2021-03-20	Common	M	272.0000	—	Acquired	15730.0000	Direct
2021-03-20	Common	F	91.0000	$88.9600	Disposed	15639.0000	Direct
2021-03-20	Common	F	199.0000	$88.9600	Disposed	15440.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-20	Restricted Stock Units	$	A	2031.0000	Acquired		Common (2031.0000)	Direct
2021-03-20	Restricted Stock Units	$	M	272.0000	Disposed		Common (272.0000)	Direct
2021-03-20	Restricted Stock Units	$	M	595.0000	Disposed		Common (595.0000)	Direct

Footnotes

F1: The exercise price for the restricted stock unit exercise was $88.96.

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 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.