ICON returns to $122M profit in Q3 2026 earnings

ICON repurchased $400.0 million of stock in the quarter and expects full-year 2026 revenue of $8,100–$8,200 million.

Rhea-AI Filing Summary

ICON plc reported third-quarter 2026 revenue of $2,024.8 million, down 2.9% year over year, and net business wins of $3,150 million, producing a 1.56x book-to-bill. Backlog was $24.5 billion as of September 30, 2026, up 4.8% sequentially. GAAP net income was $122.1 million, compared with a net loss of $284.2 million in third-quarter 2025. Adjusted net income was $205.8 million; adjusted diluted EPS was $2.66, compared with $3.20 in third-quarter 2025. Adjusted EBITDA was $336.9 million, or 16.6% of revenue, down 13.1% year over year.

Free cash flow was $302.4 million, and ICON repurchased $400.0 million of stock at an average price of $170 per share; the board increased the total authorized share repurchase value to $750.0 million. In August 2026, ICON completed an investment grade bond issuance of $2.15 billion and applied net proceeds to repay the $900 million Senior Secured Term Loan, redeem the $750 million May 2027 Notes, and repay $500 million outstanding under the Bridge Secured Credit Facility. ICON expects full-year 2026 revenue of $8,100–$8,200 million and adjusted diluted EPS of $10.35–$10.65.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• Moderate pointGAAP net income was $122.1 million, versus a $284.2 million net loss in third-quarter 2025.

Negative

• Moderate pointAdjusted EBITDA declined 13.1% year over year to $336.9 million.
• Moderate pointAdjusted diluted EPS was $2.66, compared with $3.20 in third-quarter 2025.

Filing Explained

At September 30, 2026, ICON reported $2.6 billion in net debt and 74,916,724 ordinary shares outstanding.

This October 27, 2026 Form 6-K furnishes ICON's third-quarter results release and reports its September 30, 2026 balance sheet: $2.6 billion in net debt.

ICON reported 74,916,724 ordinary shares issued and outstanding on September 30, 2026, versus 76,567,325 on December 31, 2025.

Key Figures

Revenue: $2,024.8 million Net business wins: $3,150 million Backlog: $24.5 billion +5 more

8 metrics

Revenue $2,024.8 million Third quarter 2026; down 2.9% year over year.

Net business wins $3,150 million Third quarter 2026.

Backlog $24.5 billion As of September 30, 2026; up 4.8% sequentially.

GAAP net income $122.1 million Third quarter 2026; compared with a $284.2 million net loss in third-quarter 2025.

Adjusted diluted EPS $2.66 per share Third quarter 2026; compared with $3.20 per share in third-quarter 2025.

Adjusted EBITDA $336.9 million; 16.6% of revenue Third quarter 2026; down 13.1% year over year.

Full-year revenue guidance $8,100–$8,200 million Expected range for 2026.

Full-year adjusted diluted EPS guidance $10.35–$10.65 per share Expected non-GAAP range for 2026.

Key Terms

book-to-bill, backlog, free cash flow, adjusted EBITDA, +1 more

5 terms

book-to-bill financial

"a book-to-bill of 1.56x"

The book-to-bill ratio compares new orders a company has received (bookings) to the products or services it has invoiced or shipped (billings) over the same period. It matters to investors because a ratio above 1 means demand is outpacing fulfillment and the company may grow revenue or build backlog, while a ratio below 1 suggests slowing demand and possible future revenue weakness — think of it as new customer orders versus what the company actually sold.

backlog financial

"closing backlog of $24.5 billion"

A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.

free cash flow financial

"Generated free cash flow of $302.4 million"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

adjusted EBITDA financial

"Adjusted EBITDA was $336.9 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

constant currency financial

"decrease of 2.5% on a constant currency basis"

Constant currency is a way of measuring financial results that removes the effects of changes in currency exchange rates. It allows for a clearer comparison of a company's performance over time by showing what the numbers would look like if exchange rates had stayed the same. This helps investors understand whether growth comes from actual business improvements or just currency fluctuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What revenue and net business wins did ICLR report for Q3 2026?

ICLR reported revenue of $2,024.8 million and net business wins of $3,150 million in the third quarter of 2026. Net business wins produced a 1.56x book-to-bill, and backlog was $24.5 billion as of September 30, 2026, up 4.8% sequentially.

What were ICLR's Q3 2026 GAAP and adjusted earnings?

GAAP net income was $122.1 million, compared with a $284.2 million net loss in third-quarter 2025. Adjusted net income was $205.8 million, and adjusted diluted EPS was $2.66, compared with $3.20 in third-quarter 2025.

What is ICLR's full-year 2026 guidance?

ICON expects full-year 2026 revenue of $8,100–$8,200 million and adjusted diluted EPS of $10.35–$10.65. The adjusted diluted EPS guidance is non-GAAP and is provided without reconciliation because ICON says it cannot predict certain items with reasonable certainty without unreasonable efforts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 04:46 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:46 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 333-08704

ICON plc

(Translation of registrant's name into English)

South County Business Park, Leopardstown, Dublin 18, D18 X5R3, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
			Form 20-F ☒			Form 40-F ☐

EXHIBIT LIST

			Exhibit			Description
			99.1			ICON plc Press Release issued October 27, 2026 - ICON reports Third Quarter 2026 results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						ICON plc
						By:			/s/ Nigel Clerkin
Date: October 27, 2026						Name:			Nigel Clerkin
						Title:			Chief Financial Officer

1

ICON Reports Third Quarter 2026 Results

Third Quarter 2026

Key Highlights

▪    Strong commercial performance with net business wins in the quarter of $3,150 million; a net book-

to-bill of 1.56x and closing backlog of $24.5 billion, up 4.8% sequentially.

▪    Revenue of $2,024.8 million and adjusted EBITDA of $336.9 million, representing an adjusted

EBITDA margin of 16.6%.

▪    GAAP net income of $122.1 million or $1.58 diluted earnings per share. Adjusted net income of

$205.8 million or $2.66 adjusted diluted earnings per share, an increase of 3.9% on quarter two 2026

adjusted diluted earnings per share.

▪    Generated free cash flow of $302.4 million, supporting continued investment in the business and

return of capital to shareholders.

▪    $400.0 million worth of stock repurchased in quarter three at an average price of $170 per share.

▪    Board of Directors approved an increase in the share buyback authorization bringing the total value

of authorized share repurchases to $750.0 million to be opportunistically deployed.

▪    Updating 2026 full-year financial guidance issued with revenue expected in the range of $8,100 -

$8,200 million and adjusted diluted earnings per share* expected in the range of $10.35 - $10.65.

October 27, 2026

DUBLIN--(BUSINESS WIRE)– ICON plc (NASDAQ: ICLR), a world-leading clinical research

organization, today reported its financial results for the third quarter ended September 30, 2026.

Chief Executive Officer Commentary

“I am pleased with ICON’s third quarter results, which demonstrated continued financial, operational,

and commercial execution. Adjusted EBITDA grew 3% sequentially, reflecting improved business

mix and strong cost discipline, while sustained commercial excellence supported another quarter of

exceptional bookings performance. I am particularly pleased that our AI-enabled digital platform

continues to resonate with customers, many of whom choose ICON because of its impact on

productivity, predictability and speed.

We remained focused on disciplined capital allocation, returning $400 million to shareholders through

share repurchases in the third quarter, while continuing to invest in the capabilities that are driving

future growth.

Our updated full-year financial guidance reflects sustained operational progress and higher pass-

through activity. Together, strong commercial performance, disciplined execution and ongoing

strategic investments reinforce our confidence in delivering revenue growth, significant earnings

progression, and shareholder value creation in 2027 and beyond.”

— Barry Balfe, Chief Executive Officer

2

Third Quarter 2026 Results

In quarter three 2026, gross bookings were $3,789 million, an increase of 26.9% on quarter three 2025, with

cancellations of $639 million. This resulted in net business wins of $3,150 million and a book-to-bill of 1.56x.

Backlog as at September 30, 2026 was $24.5 billion.

Revenue for the third quarter was $2,024.8 million. This represents a decrease of 2.9% on quarter three 2025,

or a decrease of 2.5% on a constant currency basis.

GAAP net income was $122.1 million, resulting in diluted earnings per share of $1.58 in quarter three 2026,

compared to diluted earnings per share of $(3.67) in quarter three 2025. Adjusted net income for the quarter

was $205.8 million, resulting in adjusted diluted earnings per share of $2.66 compared to $3.20 per share in

quarter three 2025.

Adjusted EBITDA for the third quarter was $336.9 million or 16.6% of revenue, a decrease of 13.1% on

quarter three 2025.

The effective tax rate on adjusted net income in quarter three 2026 was 18.6%.

Free cash flow was $302.4 million in the quarter. Cash generated from operating activities for the quarter was

$340.4 million. During the quarter, $38.0 million was spent on capital expenditure. $400.0 million worth of

stock was repurchased at an average price of $170 per share. In August 2026, ICON completed a successful

investment grade bond issuance of $2.15 billion. The Company applied the net proceeds from the issuance to

repay all the outstanding Senior Secured Term Loan of $900 million, redeem in full the outstanding May 2027

Notes of $750 million and repay all outstanding borrowings under the Bridge Secured Credit Facility of $500

million. At September 30, 2026, the Group had cash and cash equivalents of $809.0 million, compared to cash

and cash equivalents of $928.4 million at June 30, 2026 and $468.9 million at September 30, 2025. Net debt

as at September 30, 2026 was $2.6 billion.

Year to Date 2026 Results

Gross business wins year to date were $10,733 million and cancellations were $1,584 million. This resulted in

net business wins of $9,149 million and a book-to-bill of 1.49x.

Revenue year to date was $6,122.2 million. This represents a year on year decrease of 0.3% or a decrease of

1.4% on a constant currency basis.

GAAP net income year to date was $299.5 million, resulting in $3.87 diluted earnings per share. Year to date

adjusted net income was $597.2 million, resulting in adjusted diluted earnings per share of $7.72 compared to

$9.99 per share for the equivalent prior year period.

Adjusted EBITDA year to date was $981.9 million or 16.0% of revenue, a year on year decrease of 18.4%.

The effective tax rate on adjusted net income year to date was 18.1%.

Earnings Conference Call

ICON will hold a conference call on October 28, 2026 at 08:00 EDT [12:00 Ireland & UK]. This call and linked

slide presentation can be accessed live from our website at http://investor.iconplc.com. A recording will also be

available on the website for 90 days following the call. In addition, a calendar of company events, including

upcoming conference presentations, is available on our website, under “Investors”. This calendar will be

updated regularly.

3

About ICON plc

ICON plc is a world-leading clinical research organization. Offering deep operational and medical expertise we

accelerate innovation, driving emerging therapies forward to improve patient outcomes. From molecule to

medicine, we deliver integrated consulting, clinical development, commercialization and post-marketing

solutions to pharmaceutical, biotechnology, medical device, government and public health organizations

worldwide. With headquarters in Dublin, Ireland, ICON employed approximately 40,250 employees in 98

locations in 55 countries as at September 30, 2026. For further information about ICON, visit:

www.iconplc.com.

Contacts

Investor Relations  +1 888 381 7923

Nigel Clerkin  Chief Financial Officer  |  +353 1 291 2000

Kate Haven  Vice President Investor Relations  |  +1 888 381 7923

All at ICON  |  Source: ICON plc  |  ICON/ICLR-F

Other Information

Cautionary Statement Regarding Forward-Looking Statements

Statements included herein which are not historical facts are forward-looking statements. Such forward-looking statements are made

pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking

statements include, but are not limited to, statements regarding the following: anticipated financial results for 2026, 2027 and beyond;

contracted revenue; the Company's expectations regarding business momentum, market opportunity, demand trends, growth, and

commercial performance; and the Company's expectations with respect to its long-term value creation and competitive positioning. You

can identify many forward-looking statements by words such as “aims,” “anticipates,” “believes,” “continues,” “could,” “estimates,”

“expects,” “focused,” “guidance,” “intends,” “look,” “may,” “opportunities,” “plans,” “positions,” “potential,” “predicts,” “projects,” “seeks,”

“should,” “will,” “would” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements

contain these words. These statements are based on management's current expectations and information currently available, including

current economic and industry conditions. The forward-looking statements involve a number of risks and uncertainties and are subject to

change at any time. In the event such risks or uncertainties materialize, our results could be materially adversely affected. The risks and

uncertainties include, but are not limited to, dependence on the pharmaceutical industry and certain clients, the need to regularly win

projects and then to execute them efficiently and correctly, the challenges presented by rapid growth, competition and the continuing

consolidation of the industry, the impact of market conditions on demand for the Company's services, risks related to the Company's

ability to execute on its commercial strategy and maintain relationships with large pharmaceutical customers, and risks relating to the

Company's strategic partnerships, the dependence on certain key executives, changes in the regulatory environment, exchange rate

fluctuations, inflation and rising labor costs. Please also refer to the section entitled "Risk Factors" of our Annual Report on Form 20-F for

the year ended December 31, 2025 filed on May 27, 2026 for a discussion of some of the principal risks that could adversely affect our

business, operations and financial results. The Company’s forward-looking statements speak only as of the date of this report or as of the

date they are made, and the Company undertakes no obligation to update its forward-looking statements.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release

contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted diluted earnings per share and

free cash flow. Adjusted EBITDA excludes stock-based compensation, foreign currency gains and losses, restructuring and related costs,

transaction, integration related and other adjustments, gain on investments, loss on disposal of subsidiary undertaking, goodwill

impairment and impairment of non-financial assets. Adjusted net income and adjusted diluted earnings per share exclude amortization of

intangible assets, stock-based compensation, foreign currency gains and losses, restructuring and related costs, transaction, integration

related and other adjustments, transaction-related financing costs, gain on investments, goodwill impairment, impairment of non-financial

assets, loss on disposal of subsidiary undertaking and their related taxation effect. Free cash flow reflects cash generated from operating

activities less capital expenditure. While non-GAAP financial measures are not superior to or a substitute for the comparable GAAP

measures, ICON believes certain non-GAAP information is useful to investors for historical comparison purposes.

*Adjusted diluted earnings per share to exclude amortization of intangible assets, stock-based compensation, foreign currency gains and

losses, restructuring and related costs, transaction, integration related and other adjustments, transaction-related financing costs, gain on

investments, goodwill impairment, impairment of non-financial assets, loss on disposal of subsidiary undertaking and their related taxation

effect.

Our full-year 2026 guidance adjusted diluted earnings per share measures are provided on a non-GAAP basis without a reconciliation to

the most directly comparable GAAP measure because the Company is unable to predict with a reasonable degree of certainty certain

items contained in the measures without unreasonable efforts. For the same reasons, the Company is unable to address the probable

significance of the unavailable information.

4

ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND SEPTEMBER 30, 2025

(UNAUDITED)

	Three Months Ended					Nine Months Ended
		September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
	(in thousands except share and per share data)
Revenue		$ 2,024,757		$ 2,084,415		$ 6,122,242		$ 6,138,823
Costs and expenses:
Direct costs		1,532,925		1,538,951		4,673,190		4,443,967
Selling, general and administrative		196,850		197,049		591,766		600,439
Depreciation and amortization of intangible assets		94,422		99,030		275,520		292,706
Transaction and integration related		233		7,020		5,949		19,141
Restructuring		1,486		—		32,466		82,296
Loss on disposal of subsidiary undertaking		—		—		32,947		—
Goodwill impairment		—		364,248		—		364,248
Impairment of non-financial assets		—		101,027		—		101,027
Total costs and expenses		1,825,916		2,307,325		5,611,838		5,903,824
Income / (loss) from operations		198,841		(222,910)		510,404		234,999
Interest income		5,612		1,761		10,588		5,617
Interest expense		(66,175)		(50,243)		(162,959)		(148,003)
Income / (loss) before income tax expense		138,278		(271,392)		358,033		92,613
Income tax expense		(32,446)		(12,791)		(74,868)		(12,468)
Income / (loss) before share of net gains from equity method investments		105,832		(284,183)		283,165		80,145
Share of net gains from equity method investments		16,298		—		16,298		—
Net income / (loss)		$ 122,130		$ (284,183)		$ 299,463		$ 80,145
Net income / (loss) per Ordinary Share:
Basic		$ 1.59		$ (3.67)		$ 3.90		$ 1.01
Diluted		$ 1.58		$ (3.67)		$ 3.87		$ 1.01
Weighted average number of ordinary shares outstanding:
Basic		76,932,640		77,373,534		76,785,939		79,057,239
Diluted		77,404,061		77,373,534		77,345,757		79,518,086

5

ICON plc

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

	(Unaudited)		(Audited)
	September 30, 2026		December 31, 2025
ASSETS	(in thousands)
Current assets:
Cash and cash equivalents	$ 808,984		$ 647,295
Accounts receivable, net of allowance for credit losses	1,510,045		1,474,898
Unbilled revenue	1,023,170		1,096,592
Other receivables	100,669		116,750
Prepayments and other current assets	116,521		105,316
Income taxes receivable	81,990		60,824
Total current assets	$ 3,641,379		$ 3,501,675
Non-current assets:
Property, plant and equipment, net	375,265		395,724
Goodwill	8,721,911		8,731,689
Intangible assets, net	3,100,266		3,247,118
Operating right-of-use assets	103,064		128,948
Other receivables	73,658		75,707
Deferred tax asset	105,538		106,871
Investments in equity	121,251		82,050
Total Assets	$ 16,242,332		$ 16,269,782
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 86,003		$ 192,117
Unearned revenue	1,727,355		1,550,471
Other liabilities	936,745		904,826
Income taxes payable	18,553		18,999
Current bank credit lines, loan facilities and notes	—		529,762
Total current liabilities	$ 2,768,656		$ 3,196,175
Non-current liabilities:
Non-current bank credit lines, loan facilities and notes, net	3,379,107		2,872,616
Lease liabilities	97,144		117,122
Non-current other liabilities	79,362		72,807
Non-current income taxes payable	109,800		103,251
Deferred tax liability	680,944		714,427
Commitments and contingencies	—		—
Total Liabilities	$ 7,115,013		$ 7,076,398
Shareholders' Equity:
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,
74,916,724 shares issued and outstanding at September 30, 2026 and
76,567,325 shares issued and outstanding at December 31, 2025	6,189		6,305
Additional paid‑in capital	7,208,291		7,131,956
Other undenominated capital	1,771		1,606
Accumulated other comprehensive loss	(110,352)		(68,534)
Retained earnings	2,021,420		2,122,051
Total Shareholders' Equity	$ 9,127,319		$ 9,193,384
Total Liabilities and Shareholders' Equity	$ 16,242,332		$ 16,269,782

6

ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND SEPTEMBER 30, 2025

(UNAUDITED)

	Nine Months Ended
	September 30, 2026		September 30, 2025
	(in thousands)
Cash flows provided by operating activities:
Net income	$ 299,463		$ 80,145
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	275,520		292,706
Goodwill impairment	—		364,248
Impairment of non-financial assets	—		101,027
Impairment of operating right-of-use assets and related property, plant and equipment	—		5,573
Reduction in carrying value of operating right-of-use assets	34,596		29,473
Share of net gains from equity method investments	(16,298)		—
Loss on disposal of subsidiary undertaking	32,947		—
Amortization of financing costs	8,108		4,470
Loss on extinguishment of debt	12,233		—
Share-based compensation expense	63,319		72,529
Deferred tax benefit	(32,986)		(114,257)
Unrealized foreign exchange movements	(24,963)		24,661
Other non-cash items	4,195		20,561
Changes in operating assets and liabilities:
Accounts receivable	(99,754)		(8,212)
Unbilled revenue	64,474		(157,162)
Unearned revenue	235,605		64,542
Other net assets	(63,045)		21,739
Net cash provided by operating activities	793,414		802,043
Cash flows used in investing activities:
Purchase of property, plant and equipment	(111,183)		(114,885)
Purchase of subsidiary undertakings (net of cash acquired)	—		(2,537)
Cash outflow on disposal of subsidiary undertaking (including cash sold)	(57,142)		—
Proceeds from investments in equity	2,908		2,114
Purchase of investments in equity	(32,939)		(16,286)
Net cash used in investing activities	(198,356)		(131,594)
Cash flows used in financing activities:
Debt issuance costs	(16,679)		—
Early repayment fee	(7,841)		—
Drawdown of credit lines and loan facilities	2,650,000		50,000
Repayment of credit lines and loan facilities	(2,666,688)		(72,321)
Proceeds from shares issued under equity compensation plans	13,080		7,319
Share issuance costs	(15)		(14)
Repurchase of ordinary shares	(400,000)		(750,000)
Share repurchase costs	(94)		(450)
Net cash used in financing activities	(428,237)		(765,466)
Effect of exchange rate movements on cash	(5,132)		25,120
Net increase / (decrease) in cash and cash equivalents	161,689		(69,897)
Cash and cash equivalents at beginning of period	647,295		538,785
Cash and cash equivalents at end of period	808,984		468,888

7

ICON plc

RECONCILIATION OF NON-GAAP MEASURES

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND SEPTEMBER 30, 2025

(UNAUDITED)

	Three Months Ended				Nine Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
	(in thousands except share and per share data)
Adjusted EBITDA
Net income / (loss)	$ 122,130		$ (284,183)		$ 299,463		$ 80,145
Income tax expense	32,446		12,791		74,868		12,468
Net interest expense	60,563		48,482		152,371		142,386
Depreciation and amortization of intangible assets	94,422		99,030		275,520		292,706
Stock-based compensation expense (a)	18,006		46,191		64,424		73,918
Foreign currency losses / (gains), net (b)	6,553		(6,860)		(1,152)		35,250
Restructuring and related costs (c)	10,720		—		41,700		82,296
Transaction, integration related and other (d)	10,664		7,020		66,724		19,141
Gain on investments (f)	(18,631)		—		(25,009)		—
Loss on disposal of subsidiary undertaking (g)	—		—		32,947		—
Goodwill impairment (h)	—		364,248		—		364,248
Impairment of non-financial assets (i)	—		101,027		—		101,027
Adjusted EBITDA	$ 336,873		$ 387,746		$ 981,856		$ 1,203,585
Adjusted net income and adjusted diluted net income per Ordinary Share
Net income / (loss)	$ 122,130		$ (284,183)		$ 299,463		$ 80,145
Income tax expense	32,446		12,791		74,868		12,468
Amortization of intangible assets	46,244		58,688		146,631		176,691
Stock-based compensation expense (a)	18,006		46,191		64,424		73,918
Foreign currency losses / (gains), net (b)	6,553		(6,860)		(1,152)		35,250
Restructuring and related costs (c)	18,136		—		49,116		82,296
Transaction, integration related and other (d)	10,664		7,020		66,724		19,141
Transaction-related financing costs (e)	17,322		1,499		21,023		4,470
Gain on investments (f)	(18,631)		—		(25,009)		—
Loss on disposal of subsidiary undertaking (g)	—		—		32,947		—
Goodwill impairment (h)	—		364,248		—		364,248
Impairment of non-financial assets (i)	—		101,027		—		101,027
Adjusted tax expense (j)	(47,034)		(50,771)		(131,852)		(154,918)
Adjusted net income	$ 205,836		$ 249,650		$ 597,183		$ 794,736
Diluted weighted average number of Ordinary Shares outstanding	77,404,061		78,082,459		77,345,757		79,518,086
Adjusted diluted net income per Ordinary Share	$ 2.66		$ 3.20		$ 7.72		$ 9.99

8

(a)Stock-based compensation expense represents the amount of expense related to the Company’s equity compensation

programs (inclusive of employer related taxes).

(b)Foreign currency losses / (gains), net relates to gains or losses that arise in connection with the revaluation, or settlement, of

non-US dollar denominated assets and liabilities. We exclude these gains and losses from adjusted EBITDA and adjusted net

income because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.

(c)Restructuring and related costs relate to charges incurred in connection with the Company's realignment of its workforce, with

the elimination of redundant positions as well as reviewing its global office footprint and optimizing its locations to best fit the

requirements of the Company. Costs relating to accelerated amortization of operating right-of-use assets and related contract

costs are recorded within selling, general and administrative expenses. Costs related to an accelerated depreciation charge

on related property, plant and equipment was recorded within depreciation and amortization of intangible assets in the

Consolidated Statements of Operations and, accordingly, is reflected in the depreciation and amortization of intangible assets

adjustment within Adjusted EBITDA, while being included within the restructuring and related costs adjustment in Adjusted

Net Income.

(d)Transaction, integration related and other costs include expenses associated with our acquisitions and any other costs

incurred related to the integration of these acquisitions. Further, costs incurred in 2026 relating to the Investigation, including

out of scope audit fees resulting from the impact of the investigation, and in defense of the Putative Class Action are

classified within this category. These costs are recorded within selling, general and administrative expenses.

(e)Transaction-related financing costs include costs incurred in connection with changes to our long-term debt and amortization

of financing fees including the loss on extinguishment of debt. We exclude these costs from adjusted net income because

they result from financing decisions rather than from decisions made related to our ongoing operations.

(f)Gain on investments relates to Net Asset Value (NAV) movement on investments in equity recorded within the income

statement and share of net gains from equity method investments. We exclude these movements from adjusted EBITDA and

adjusted net income because fluctuations from period-to-period do not necessarily correspond to changes in our operating

results.

(g)On May 8, 2026, ICON completed the disposal of Symphony Health Solutions Corporation. The Company recognized a pre-

tax loss on disposal, including transaction costs, of $32.9 million. This loss is excluded from adjusted EBITDA and adjusted

net income.

(h)Goodwill impairment relates to an impairment of goodwill allocated to the Company's Data Solutions reporting unit.

(i)Impairment of non-financial assets relates to an impairment of the carrying amount of the property, plant and equipment and

intangible assets of the Company's Data Solutions reporting unit.

(j)Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.

ICON plc

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