Medpace Holdings, Inc. 10-Q

Item 5. Other Information During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as described in the table below: -25- Table of Contents Action Date Trading Arrangement Total Shares to be Purchased or Sold Duration/Expiration Date Rule 10b5-1* Non-Rule 10b5-1** Medpace Investors, LLC [1] Adopt February 16, 2024 [2] X Up to 50,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt February 20, 2024 [3] X Up to 50,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt February 22, 2024 [4] X Up to 100,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt February 23, 2024 [5] X Up to 156,928 shares to be sold Good until cancelled Ashley M. Keating , Director Adopt February 26, 2024 [6] X Up to 1,972 shares to be sold The earlier of until cancelled or 180 days from the placement of the limit order Medpace Investors, LLC [1] Adopt February 27, 2024 [7] X Up to 100,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt February 29, 2024 [8] X Up to 100,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt March 4, 2024 [9] X Up to 100,000 shares to be sold Good until cancelled Jesse J. Geiger , President Adopt March 4, 2024 [10] X Up to 22,321 shares to be sold March 4, 2024 Medpace Investors, LLC [1] Adopt March 6, 2024 [11] X Up to 100,000 shares to be sold Good until cancelled Medpace Investors, LLC [1] Adopt March 7, 2024 [12] X Up to 100,000 shares to be sold Good until cancelled Susan E. Burwig , Executive Vice President, Operations Adopt March 15, 2024 [13] X Up to 7,783 shares to be sold March 15, 2024 * Intended to satisfy the affirmative defense of Rule 10b5-1(c). ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c). [1] August J. Troendle , Chief Executive Officer and Chairman of the Board of the Company , is the sole manager and controlling unit holder of Medpace Investors, LLC (“MPI”) and has sole voting and investment control with respect to the securities held by MPI. Mr. Troendle may be deemed to indirectly beneficially own the securities of the Company held by MPI but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. [2] On February 16, 2024 , MPI placed a limit order to sell up to 50,000 shares that were previously acquired through open market purchases. [3] On February 20, 2024 , MPI placed a limit order to sell up to 50,000 shares that were previously acquired through open market purchases. -26- Table of Contents [4] On February 22, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired through open market purchases. [5] On February 23, 2024 , MPI placed a limit order to sell up to 156,928 shares that were previously acquired through open market purchases. [6] On February 26, 2024 , Ms. Keating placed multiple limit orders at multiple different prices to sell up to 1,972 shares issued to her pursuant to her contemporaneous exercise of stock options. On March 14, 2024, Ms. Keating cancelled her last sell order and executed a sell to cover trade. [7] On February 27, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired from the Company as part of a transaction with a private equity firm. [8] On February 29, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired from the Company as part of a transaction with a private equity firm. [9] On March 4, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired from the Company as part of a transaction with a private equity firm. [10] On March 4, 2024 , Mr. Geiger placed a limit order to sell up to 22,321 shares issued to him pursuant to his contemporaneous exercise of stock options. [11] On March 6, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired from the Company as part of a transaction with a private equity firm. [12] On March 7, 2024 , MPI placed a limit order to sell up to 100,000 shares that were previously acquired from the Company as part of a transaction with a private equity firm. [13] On March 15, 2024 , Ms. Burwig placed a limit order to sell up to 7,783 shares that were acquired upon the vesting of restricted shares. Item 6. Exhibits The exhibits in the accompanying Exhibit Index preceding the signature page are filed or furnished as a part of this report and are incorporated herein by reference. -27- Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith #10.1 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement * #10.2 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Restricted Stock Unit Award Grant Notice * 10.3 Amendment No. 6 dated March 2 8 , 202 4 to Loan Documents 8-K 001-37856 10.1 3/29/2024 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer * 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 32.2 Section 1350 Certification of Chief Financial Officer ** 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. # Indicates management contract or compensatory plan. -28- Table of Contents SIGNATURES 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. MEDPACE HOLDINGS, INC. /s/ Kevin M. Brady Kevin M. Brady Chief Financial Officer (Principal Financial Officer) Date: April 23, 2024 -29-