ICON PLC

Capitalized terms used and not defined in this section have the meanings given in Note 10 Bank credit lines, loan facilities and notesto the condensed consolidated financial statements included herein.

On July 15, 2026, the Company drew down on its Bridge Secured Credit Facility in full and used the proceeds of $500.0 million to repay in full the $500.0 million aggregate principal amount of the 2.875% Senior Secured Notes (the “2026 Notes”) issued by a subsidiary of the Company in July 2021 that matured on July 15, 2026. The Bridge Secured Credit Facility was repaid in full on August 17, 2026.

On August 13, 2026, ICON Investments Six Designated Activity Company (the “Issuer”), a wholly-owned subsidiary of ICON plc, sold and issued $2.15 billion of senior unsecured notes (collectively, the “August 2026 Issued Notes”), consisting of $500.0 million aggregate principal amount of 5.064% Notes due 2029, $1.0 billion aggregate principal amount of 5.421% Notes due 2031 and $650.0 million aggregate principal amount of 5.995% Notes due 2036. Interest on the August 2026 Issued Notes is payable on February 13 and August 13 of each year, commencing on February 13, 2027. The August 2026 Issued Notes are guaranteed on a senior unsecured basis by ICON plc.

The Company paid an underwriting fee of $7.7 million in connection with the August 2026 Issued Notes.

The Company applied the net proceeds from the issuance to, (i) on August 13, 2026, repay all the outstanding Senior Secured Term Loan of $900.0 million, (ii) on August 14, 2026, redeem, in full, the outstanding May 2027 Notes of $750.0 million, and (iii) on August 17, 2026, repay all outstanding borrowings under the Bridge Secured Credit Facility of $500.0 million.

Upon repayment of the Bridge Secured Credit Facility and the Senior Secured Term Loan, the collateral securing the ICON group’s Revolving Credit Facility, the May 2029 Notes and the May 2034 Notes were automatically released, and the subsidiary guarantees under the May 2029 Notes and the May 2034 Notes were automatically released. Recorded within interest expense in the Condensed Consolidated Statements of Operations is a $12.2 million loss on extinguishment of debt, which includes an early repayment fee of $7.8 million on the May 2027 Notes.

Share repurchase program

During the three months ended September 30, 2026, 2,359,703 shares were redeemed by the Company under the share buyback program for a total consideration of $400.0 million. On October 20, 2026, the Board of Directors of the Company ("Board") approved an increase in the share buyback authorization, bringing the total amount available for repurchases under the program up to $750.0 million. As of October 27, 2026, the Company has remaining authorization to repurchase up to $750.0 million of ordinary shares under the share repurchase program.

All ordinary shares redeemed under the repurchase program were canceled in accordance with the constitution of the Company and the nominal value of these shares transferred to other undenominated capital as required by Irish Company law.