Welcome to our dedicated page for ICON plc SEC filings (Ticker: ICLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ICON plc filings document current-report disclosures for a foreign private issuer in the clinical research organization sector. Form 6-K reports furnish press releases and exhibits on operating results, financial guidance, earnings-call scheduling, conference presentations, shareholder voting matters, governance updates, and clinical or regulatory disclosures.
The filings also record accounting-practices and internal-control matters, including revenue-recognition disclosures, as well as XBRL financial information covering operating results, equity accounts and reporting-segment data. These documents frame ICON’s public-company reporting around clinical development services, capital structure, governance and risk-related material events.
ICON plc reported modest growth for 2025 but sharply lower earnings alongside a completed accounting investigation and financial restatements. Fourth quarter 2025 revenue was $2,112.5 million, up 2.5% year over year, with adjusted EBITDA of $327.1 million (15.5% margin). Full year 2025 revenue reached $8,251.3 million, up 0.8%, while GAAP net income declined to $229.3 million or $2.90 diluted EPS versus $8.90 a year earlier. Adjusted net income was $989.8 million or $12.53 per share, down 6.3%.
Net business wins in 2025 were $9,033 million with a book-to-bill of 1.09 and year-end backlog of $21.8 billion under a refined cancellations and backlog methodology. Free cash flow was strong at $862.0 million, supporting $750.0 million of share repurchases and reducing net debt to $2.8 billion, 1.8x adjusted EBITDA.
The Audit Committee’s investigation into certain accounting practices is complete. ICON is restating prior years after determining revenue was overstated by $65.3 million in 2023 and $92.7 million in 2024, and has identified material weaknesses in internal control over financial reporting. Management has begun a remediation plan. For 2026, ICON guides to revenue of $7,850–$8,150 million and adjusted diluted EPS of $10.00–$11.00.
ICON plc is restating its unaudited quarterly financial statements for March, June and September in 2023, 2024 and 2025 after an investigation into revenue recognition and related estimates. The restatement adjusts clinical trial services revenue, unbilled revenue and accounts receivable, and updates tax and balance sheet items.
For the three months ended September 30, 2025, goodwill impairment increased to $364.2 million and an additional $101.0 million impairment of non-financial assets was recorded, turning previously reported net income of $2.4 million into a net loss of $284.2 million. The Data Solutions reporting unit accounts for the goodwill and intangible impairments.
Earlier quarters see more modest revenue and profit revisions, with some periods revised downward and others upward, but overall retained earnings and total assets are reduced across the restated periods. Management also details geographic and customer concentration trends, with Ireland-sourced revenue growing strongly while U.S. revenue declined in early 2025.
ICON plc is restating prior-year results and disclosing control failures in its latest annual report. After an audit committee investigation into revenue recognition, the company restated its 2023–2024 financial statements, reducing 2024 revenue by 1.1% and 2023 revenue by 0.8% versus prior reports.
Net income was cut by $52.3M for 2024 and $58.1M for 2023, lowering diluted EPS to $8.90 in 2024 and $6.70 in 2023. Management concluded disclosure controls and internal control over financial reporting were not effective as of December 31, 2025 due to material weaknesses and is undertaking remediation.
ICON also recorded a $364.2M goodwill impairment in 2025 and continues to carry substantial debt, with total debt of $3,416.7M and shareholders’ equity of $9,193.4M at year-end 2025.
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.
ICON plc ownership disclosure: Harris Associates L.P. reports beneficial ownership of 4,351,317 ordinary shares of ICON plc, representing 5.7% of the class as of 03/31/2026. The filing states Harris holds sole voting power for 4,349,124 shares and sole dispositive power for 4,351,317.
The filing identifies Harris Associates, Inc. as general partner and explains the reported ownership arises from advisory relationships and voting authority related to advised clients.
ICON PLC Schedule 13G/A amendment: Two institutional investors, Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd, report 0 shares beneficially owned of ICON PLC common stock (CUSIP G4705A100) and 0% ownership.
The filing lists addresses, citizenships (Bermuda and Australia), classification as non-U.S. institutions equivalent to investment advisers, and contains certifications signed on 05/15/2026. The amendment is labeled Amendment No. 2 with a header date of 03/31/2026.
ICON PLC director Ronan Martin Murphy reported administrative changes to his stock options. On May 14, 2026, he was credited with 5,005 stock options over Ordinary Shares at a conversion price of $125.74 per share, then recorded a matching 5,005-option disposition back to the issuer.
According to the footnotes, these entries reflect an extension of the options’ expiration date for a 30 trading day period under the Company Share Trading Policy, rather than a new economic grant or sale. The options are described as fully vested.
ICON PLC director John Climax reported administrative changes to stock options, with no net change in economic exposure. On May 14, 2026, he received a grant of 5,005 stock options over Ordinary Shares at an exercise price of $125.74 per share, then simultaneously disposed of 5,005 options back to the issuer. Footnotes state this reflects a 30 trading day extension of the options’ expiration date under the Company Share Trading Policy and that the options are fully vested.
ICON PLC director Eugene Pacelli McCague reported administrative changes to a stock option award, not an open‑market trade. He received a fully vested grant of 3,255 stock options for Ordinary Shares at an exercise price of $125.74 per share. On the same date, 3,255 existing options were disposed of back to the issuer, reflecting an extension of the options’ expiration date by a 30 trading day period under the Company Share Trading Policy. The transactions leave his economic exposure shaped by stock options rather than cash share sales or purchases.
Icon Public Limited Company reported a Schedule 13G/A amendment showing Wellington Management and affiliated entities beneficially own 7.74% of Icon's common stock as disclosed on the cover and Item 4 responses. The filing lists shared voting power of 5,145,562 shares and shared dispositive power of 5,913,037, with holdings owned of record by clients of the Wellington investment advisers.