iclr-20260630

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 July 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 ☐

ICON plc

This report on Form 6-K is hereby incorporated by reference into the registration statements of ICON plc on Form S-8 (Registration Nos. 333-152802, 333-204153, 333-231527, 333-254891, 333-257578 and 333-282826) and on Form F-3 (Registration No. 333-278943), and this report on Form 6-K shall be deemed a part of each such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by ICON plc under the Securities Act of 1933 or the Securities Exchange Act of 1934.

GENERAL

As used herein, “ICON plc”, “ICON”, "ICON Group", the “Company” and “we”, "our" or “us” refer to ICON public limited company and its consolidated subsidiaries, unless the context requires otherwise.

Business

ICON is a contract research organization (“CRO”), providing outsourced services on a global basis to pharmaceutical, biotechnology, medical device and government and public health organizations. We specialize in the strategic development, management and analysis of programs that support all stages of the clinical development process, from compound selection to Phase I-IV clinical studies. Our vision is to be the healthcare intelligence partner of choice by delivering industry leading solutions and best in class performance in clinical development.

We believe that we are one of a select group of CROs with the expertise and capability to conduct clinical trials in most major therapeutic areas on a global basis and have the operational flexibility to provide development services on a stand-alone basis or as part of an integrated "full-service" or a “blended-service” solution. At June 30, 2026 we had approximately 40,200 employees in 99 locations in 55 countries. During the six months ended June 30, 2026 we derived 29.0%, 59.0% and 12.0% of our revenue in the United States, Europe and Rest of World respectively (during the six months ended June 30, 2025: 30.7%, 58.6% and 10.7% respectively).

We began operations in 1990 and have expanded our business through organic growth, together with a number of strategic acquisitions to enhance our capabilities and expertise in certain areas of the clinical development process. We are incorporated in Ireland and our principal executive office is located at: South County Business Park, Leopardstown, Dublin 18, D18 X5R3, Republic of Ireland. The contact telephone number of this office is +353-1-291-2000.

Recent developments

Bridge Secured Credit Facility

On April 27, 2026, ICON Global Treasury Unlimited Company (the “Bridge Facility Borrower”), a subsidiary of the Company, entered into a bridge facility credit agreement for an aggregate principal amount of $500 million (the "Bridge Secured Credit Facility").

On July 15, 2026, the Company drew down on the Bridge Secured Credit Facility in full and used the proceeds of $500.0 million to repay in full $500.0 million aggregate principal amount of the 2.875% Senior Secured Notes (the “2026 Notes”) issued by a subsidiary of the Group in July 2021 that matured on July 15, 2026. The Bridge Secured Credit Facility will mature on April 26, 2027.

Disposal of Symphony Health Solutions Corporation

On May 8, 2026, ICON completed the disposal of Symphony Health Solutions Corporation ("Symphony") pursuant to a merger agreement, by and among HealthVerity, Inc. ("HealthVerity"), Symphony, Pharmaceutical Research Associates, Inc. and HealthVerity Merger Sub, Inc. ("HV Merger Sub"), a wholly owned subsidiary of HealthVerity. Pursuant to the merger agreement, HV Merger Sub merged with and into Symphony, with Symphony surviving the merger as a wholly owned subsidiary of HealthVerity.

The consideration payable by HealthVerity in connection with the merger consisted of shares of stock in HealthVerity, subject to customary adjustments as set forth in the merger agreement. In connection with the merger, ICON also purchased additional shares of stock in HealthVerity for an aggregate purchase price of $37.5 million. As a result, ICON holds a minority equity interest in HealthVerity. The Company recorded a loss on disposal of subsidiary undertaking of $32.9 million in connection with the disposal. As of June 30, 2026, the carrying value of the Company's investment in HealthVerity was $nil.

Foreign exchange translation

The Company prepares its financial statements in United States ("U.S.") dollars while the local results of a certain number of our subsidiaries are prepared in currencies other than the U.S. dollar, including, amongst others, the pound sterling and the euro. In addition, the Company's contracts with clients are sometimes denominated in currencies other than the U.S. dollar. Finally, the Company is exposed to a wide variety of currencies in the expenses line due to most expenses being incurred in the local currencies of where global operations are based. Accordingly, changes in exchange rates between the U.S. dollar and those other currencies can impact the Company’s financial results.

ICON plc

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2026 AND DECEMBER 31, 2025


	(Unaudited)		(Audited)
	June 30, 2026		December 31, 2025
ASSETS	(in thousands)
Current assets:
Cash and cash equivalents	$	928,385	$	647,295

Accounts receivable, net of allowance for credit losses	1,458,354		1,474,898
Unbilled revenue	1,054,478		1,096,592
Other receivables	117,413		116,750

Prepayments and other current assets	114,811		105,316
Income taxes receivable	75,204		60,824
Total current assets	$	3,748,645	$	3,501,675

Non-current assets:
Property, plant and equipment, net	385,427		395,724
Goodwill	8,721,268		8,731,689
Intangible assets, net	3,146,498		3,247,118
Operating right-of-use assets	114,859		128,948
Other receivables	68,985		75,707

Deferred tax asset	107,409		106,871
Investments in equity	107,229		82,050
Total Assets	$	16,400,320	$	16,269,782

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	118,238	$	192,117
Unearned revenue	1,603,204		1,550,471
Other liabilities	916,522		904,826

Income taxes payable	16,939		18,999
Current bank credit lines, loan facilities and notes	1,279,762		529,762
Total current liabilities	$	3,934,665	$	3,196,175

Non-current liabilities:
Non-current bank credit lines, loan facilities and notes, net	2,110,783		2,872,616
Lease liabilities	102,790		117,122
Non-current other liabilities	77,674		72,807
Non-current income taxes payable	105,923		103,251
Deferred tax liability	690,323		714,427
Commitments and contingencies	—		—
Total Liabilities	$	7,022,158	$	7,076,398

Shareholders' Equity:
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,
77,154,209 shares issued and outstanding at June 30, 2026 and
76,567,325 shares issued and outstanding at December 31, 2025	6,346		6,305
Additional paid‑in capital	7,180,646		7,131,956
Other undenominated capital	1,606		1,606
Accumulated other comprehensive loss	(109,820)		(68,534)
Retained earnings	2,299,384		2,122,051
Total Shareholders' Equity	$	9,378,162	$	9,193,384

Total Liabilities and Shareholders' Equity	$	16,400,320	$	16,269,782

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
	(in thousands, except share and per share data)

Revenue	$	2,063,486	$	2,039,088	$	4,097,485	$	4,054,408

Costs and expenses:
Direct costs	1,584,192		1,455,758		3,140,265		2,905,016
Selling, general and administrative	194,318		205,006		394,916		403,390
Depreciation and amortization	90,767		97,718		181,098		193,676
Transaction and integration related	2,529		6,717		5,716		12,121
Restructuring	20,904		42,950		30,980		82,296

Loss on disposal of subsidiary undertaking	32,947		—		32,947		—
Total costs and expenses	1,925,657		1,808,149		3,785,922		3,596,499

Income from operations