Orbis discloses 5.5% ICON plc (NASDAQ: ICLR) ownership stake

Rhea-AI Filing Summary

Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd report a combined 5.5% passive stake in ICON plc’s common stock as of 12/31/2025. They beneficially own 4,214,661 shares in total, with each firm holding sole voting and dispositive power over its respective shares.

Both institutions classify themselves as non-U.S. investment adviser equivalents and state the shares are held in the ordinary course of business, not to change or influence control of ICON plc or participate in any control-related transactions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ICON PLC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G4705A100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G4705A100

1

Names of Reporting Persons

ORBIS INVESTMENT MANAGEMENT LTD

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,208,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,208,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,208,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. G4705A100

1

Names of Reporting Persons

Allan Gray Australia Pty Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,661.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,661.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,661.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ICON PLC
(b)	Address of issuer's principal executive offices: SOUTH COUNTY BUSINESS PARK, LEOPARDSTOWN, DUBLIN 18, IRELAND 00000
Item 2.
(a)	Name of person filing: ORBIS INVESTMENT MANAGEMENT LTD Allan Gray Australia Pty Ltd
(b)	Address or principal business office or, if none, residence: ORBIS INVESTMENT MANAGEMENT LTD: Orbis House, 25 Front Street, Hamilton, Bermuda HM11 Allan Gray Australia Pty Ltd: Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia
(c)	Citizenship: ORBIS INVESTMENT MANAGEMENT LTD - BERMUDA Allan Gray Australia Pty Ltd - AUSTRALIA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: G4705A100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Equivalent to IA.
Item 4.	Ownership
(a)	Amount beneficially owned: 4,214,661
(b)	Percent of class: 5.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 4,208,000 Allan Gray Australia Pty Ltd - 6,661
	(ii) Shared power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 0 Allan Gray Australia Pty Ltd - 0
	(iii) Sole power to dispose or to direct the disposition of: ORBIS INVESTMENT MANAGEMENT LTD - 4,208,000 Allan Gray Australia Pty Ltd - 6,661
	(iv) Shared power to dispose or to direct the disposition of: ORBIS INVESTMENT MANAGEMENT LTD - 0 Allan Gray Australia Pty Ltd - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Ltd. Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Information with respect to each of Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ORBIS INVESTMENT MANAGEMENT LTD

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	02/17/2026

Allan Gray Australia Pty Ltd

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	02/17/2026

FAQ

What ownership stake in ICON plc (ICLR) do Orbis and Allan Gray report?

They report beneficial ownership of 5.5% of ICON plc’s common stock. Together, Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd hold 4,214,661 shares, giving them a modest but reportable stake under U.S. beneficial ownership rules.

How many ICON plc (ICLR) shares are beneficially owned by the reporting persons?

The reporting persons beneficially own 4,214,661 ICON plc common shares. Orbis Investment Management Ltd holds 4,208,000 shares and Allan Gray Australia Pty Ltd holds 6,661 shares, each with sole voting and dispositive power over its portion.

Are Orbis and Allan Gray seeking to influence control of ICON plc (ICLR)?

No, they state the shares are held passively in the ordinary course of business. The filers certify the holdings were not acquired and are not held to change or influence control of ICON plc or participate in control-related transactions.

What type of institutions are Orbis and Allan Gray in relation to ICON plc (ICLR)?

They are classified as non-U.S. institutions equivalent to investment advisers. The firms certify their foreign regulatory regimes are substantially comparable to the U.S. framework that applies to functionally similar investment adviser institutions.

Who ultimately receives dividends or sale proceeds from the ICON plc (ICLR) shares?

Other persons have rights to dividends and sale proceeds on the reported shares. The filing notes that parties other than Orbis and Allan Gray can direct or receive dividends and proceeds from the securities they beneficially own.

Do Orbis and Allan Gray file jointly as a group regarding ICON plc (ICLR)?

They file together but disclaim being a statutory group under Section 13(d)(3). Each reporting person provides its own information and disclaims beneficial ownership of shares beneficially owned by the other reporting person.