Nasdaq warns ICON (NASDAQ: ICLR) on late 20-F as 2025 earnings near
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
ICON plc has received a Nasdaq deficiency notice because it has not yet filed its Annual Report on Form 20-F for the year ended December 31, 2025. Nasdaq has given the company 60 calendar days from the notice date to submit a plan to regain compliance, and there is currently no immediate impact on listing or trading.
The company expects to regain compliance once it files the Form 20-F and plans to complete this before its earnings events. ICON will release fourth quarter and full year 2025 financial results after the market closes on May 27, 2026, followed by a conference call and webcast on May 28, 2026 at 8:00am ET.
Positive
- None.
Negative
- Nasdaq deficiency notice and potential delisting risk: ICON received a written notice from Nasdaq for not timely filing its Form 20-F under Listing Rule 5250(c)(1). The company has 60 calendar days to submit a compliance plan, and its securities could be subject to delisting if it fails to regain compliance.
Insights
Nasdaq deficiency notice introduces compliance risk, mitigated by ICON’s plan to file its 20-F soon.
ICON plc disclosed that Nasdaq has issued a deficiency notice because its Form 20-F for the year ended December 31, 2025 is delayed. Under Nasdaq Listing Rule 5250(c)(1), timely periodic filings are a condition for continued listing.
Nasdaq has allowed 60 calendar days for ICON to submit a compliance plan. The company states it expects to regain compliance upon filing the Form 20-F and anticipates completing this before its May 28, 2026 earnings call. The notice currently has no impact on trading, but failure to comply could lead to delisting procedures.
The filing also confirms timing for ICON’s fourth quarter and full year 2025 results release and conference call. Subsequent disclosures about the actual Form 20-F filing and any further Nasdaq correspondence will clarify whether this remains a procedural issue or escalates into a more serious listing concern.
Key Figures
Compliance plan window: 60 calendar days
Earnings release date: May 27, 2026
Earnings call time: 8:00am ET
+3 more
6 metrics
Compliance plan window
60 calendar days
Time from Nasdaq notice to submit plan to regain compliance
Earnings release date
May 27, 2026
Planned release of Q4 and full year 2025 results
Earnings call time
8:00am ET
Conference call on May 28, 2026 to discuss 2025 results
Employees
40,100 employees
Global workforce as of December 31, 2025
Global locations
97 locations
Number of locations in 55 countries as of December 31, 2025
Countries of operation
55 countries
Geographic footprint as of December 31, 2025
Key Terms
Form 20-F, Nasdaq Listing Rule 5250(c)(1), deficiency notice, forward-looking statements, +1 more
5 terms
Form 20-F regulatory
"the information required to be presented in its Annual Report on Form 20-F for the year ended December 31, 2025"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
Nasdaq Listing Rule 5250(c)(1) regulatory
"not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
deficiency notice regulatory
"acknowledges receipt of deficiency notice from Nasdaq"
A deficiency notice is a formal letter from a regulator, stock exchange, or securities authority saying that a company’s required filing, disclosure, or compliance item is missing, incomplete, or does not meet rules. It matters to investors because it can delay deals or financial reports, signal higher regulatory or operational risk, and reduce confidence in a company’s transparency—similar to getting a repair notice that must be fixed before normal activity can resume.
forward-looking statements regulatory
"Certain statements contained herein are forward-looking statements. All statements other than statements of historical fact are forward-looking."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
clinical research organization financial
"ICON plc (NASDAQ: ICLR), a world-leading clinical research organization, today announced"
A clinical research organization (CRO) is a company that manages and runs human studies for medicines, medical devices and diagnostics on behalf of developers and sponsors. Think of a CRO as an outsourced project manager and contractor for testing — they recruit patients, collect data, handle regulatory paperwork and keep studies on schedule. Investors watch CROs because their quality and capacity affect development speed, cost and regulatory risk, which in turn influence when and whether products reach the market.
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 May 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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
As previously disclosed in the Form 12b-25 filed on May 1, 2026 by ICON plc (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), the Company requires additional time to review and finalize the information required to be presented in its Annual Report on Form 20-F for the year ended December 31, 2025 (“Form 20-F”).
On May 19, 2026, in accordance with standard procedures related to the delayed filing of the Form 20-F with the SEC, the Company received a written notice (“Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). Nasdaq has provided the Company with 60 calendar days from the date of the notice to submit a plan to regain compliance.
The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq. The Company expects to regain compliance upon filing the Form 20-F, which it currently anticipates completing in advance of the conference call.
On May 26, 2026, the Company issued a press release announcing that it will release financial results for the fourth quarter and full year 2025 results after the market closes on Wednesday, May 27, 2026 and also receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibit List
Exhibit | Description | ||||
99.1 | ICON Schedules Fourth Quarter and Full Year 2025 Earnings Conference Call and Acknowledges Receipt of Deficiency Notice from Nasdaq | ||||
Other Information
Certain statements contained herein are forward-looking statements. All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding the finalization of and timing of filing the Form 20-F and the Company’s ability to regain compliance with the Listing Rule. You can identify many forward-looking statements by words such as “aims,” “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “focused,” “guidance,” “intends,” “may,” “opportunities,” “plans,” “position,” “potential,” “predicts,” “projects,” “proposed,” “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. Actual results may differ materially from those stated or implied by forward-looking statements due to risks and uncertainties associated with the Company's management and operations, and forward-looking statements are not guarantees of future performance. Such risks and uncertainties include, but are not limited to: risks related to the ability of the Company to finalize the Form 20-F and complete the external audit; delays due to unforeseen additional work needed to complete the filing of the Form 20-F; risks related to Company’s plan to regain compliance with the Listing Rule; and other factors, including those factors described in the section entitled “Risk Factors” of the Company’s Annual Report on Form 20-F most recently filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise, except to the extent required by law.
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date: May 26, 2026 | By: | /s/ Nigel Clerkin | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name: | Nigel Clerkin | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exhibit 99.1
ICON Schedules Fourth Quarter and Full Year 2025 Earnings Conference Call and Acknowledges Receipt of Deficiency Notice from Nasdaq
Dublin, Ireland, May 26, 2026 - ICON plc (NASDAQ: ICLR), a world-leading clinical research organization, today announced that it will release financial results for the fourth quarter and full year 2025 results after the market closes on Wednesday, May 27, 2026. The Company will hold a conference call and webcast to discuss its financial results and performance on Thursday, May 28, 2026 at 8:00am ET.
The Company also announced that, as expected, as a consequence of not yet having filed its Annual Report on Form 20-F for the year ended December 31, 2025 (the “Form 20-F”), the Company has received a written notice from Nasdaq indicating that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the U.S. Securities and Exchange Commission.
The notice has no immediate impact on the listing or trading of the Company’s securities. Nasdaq has provided the Company with 60 calendar days from the date of the notice to submit a plan to regain compliance.
The Company expects to regain compliance upon filing the Form 20-F, which it currently anticipates completing in advance of the conference call.
Other Information
Certain statements contained herein are forward-looking statements. All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding the finalization of and timing of filing the Form 20-F and the Company’s ability to regain compliance with the Listing Rule. You can identify many forward-looking statements by words such as “aims,” “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “focused,” “guidance,” “intends,” “may,” “opportunities,” “plans,” “position,” “potential,” “predicts,” “projects,” “proposed,” “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. Actual results may differ materially from those stated or implied by forward-looking statements due to risks and uncertainties associated with the Company's management and operations, and forward-looking statements are not guarantees of future performance. Such risks and uncertainties include, but are not limited to: risks related to the ability of the Company to finalize the Form 20-F and complete the external audit; delays due to unforeseen additional work needed to complete the filing of the Form 20-F; risks related to Company’s plan to regain compliance with the Listing Rule; and other factors, including those factors described in the section entitled “Risk Factors” of the Company’s Annual Report on Form 20-F most recently filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made
and the Company does not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise, except to the extent required by law.
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 40,100 employees in 97 locations in 55 countries as of December 31, 2025. For further information about ICON, visit: www.iconplc.com.
Source: ICON plc
Contact: 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
ICON/ICLR-F
FAQ
Why did ICON plc (ICLR) receive a Nasdaq deficiency notice?
ICON received a Nasdaq deficiency notice because it has not yet filed its Annual Report on Form 20-F for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires timely periodic filings, and the company is currently out of compliance with that rule.
Does the Nasdaq notice immediately affect ICON plc (ICLR) stock listing or trading?
The notice currently has no immediate impact on the listing or trading of ICON’s securities. Nasdaq has instead given ICON 60 calendar days from the notice date to submit a plan to regain compliance before any potential delisting actions could proceed.
How does ICON plc (ICLR) plan to regain compliance with Nasdaq rules?
ICON expects to regain compliance once it files its Form 20-F for the year ended December 31, 2025. The company states that it currently anticipates completing this filing in advance of its scheduled earnings conference call on May 28, 2026.
When will ICON plc (ICLR) report Q4 and full year 2025 financial results?
ICON plans to release its fourth quarter and full year 2025 financial results after the market closes on Wednesday, May 27, 2026. Management will then hold a conference call and webcast to discuss the results on Thursday, May 28, 2026 at 8:00am ET.
How large is ICON plc (ICLR) based on the latest disclosed workforce and footprint?
ICON describes itself as a world-leading clinical research organization with approximately 40,100 employees in 97 locations across 55 countries as of December 31, 2025. This global scale supports its consulting, clinical development, commercialization and post-marketing service offerings.