What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-10 compared with 2025-02-11 · 118 added, 105 removed, 871 unchanged (20% of the section changed)

91 unchanged sentences

402,078 296,443

Prepaid expenses and other current assets (includes $ 0.1 million and $ 0.3 million with related parties at December 31, 2024 and 2023, respectively)

63,350 49,979

Prepaid expenses and other current assets 90,497 63,350

Total current assets 989,624 1,029,229

23 unchanged sentences

5,000,000 shares authorized;

no shares issued and outstanding at December 31, 2024 and 2023, respectively

no shares issued and outstanding at December 31, 2025 and 2024

Common stock - $ 0.01 par-value;

250,000,000 shares authorized at December 31, 2024 and 2023, respectively;

250,000,000 shares authorized at December 31, 2025 and 2024;

28,370,780 and 30,630,799 shares issued and outstanding at December 31, 2025 and 2024, respectively

2 unchanged sentences

Additional paid-in capital 935,830 844,050

Retained earnings (accumulated deficit) 8,167 ( 221,645 )

(Accumulated deficit) retained earnings ( 459,981 ) 8,167

Accumulated other comprehensive loss ( 4,906 ) ( 14,743 )

20 unchanged sentences

Other income (expense), net:

Miscellaneous income (expense), net 4,056 ( 655 ) 7,068

Miscellaneous (expense) income, net ( 5,338 ) 4,056 ( 655 )

Interest income (expense), net 12,780 24,996 ( 488 )

27 unchanged sentences

Stock Additional

Capital Retained Earnings (Accumulated

Deficit) Accumulated

Capital (Accumulated

Earnings Accumulated

Comprehensive

5 unchanged sentences

Repurchases of common stock ( 8 ) ( 144,453 ) ( 144,461 )

Retirement of treasury stock 5,427 ( 5,427 ) —

Re-issuance of treasury stock 175 ( 175 ) —

BALANCE — December 31, 2023 $ 308 $ ( 12,322 ) $ 802,681 $ ( 221,645 ) $ ( 10,072 ) $ 558,950

27 unchanged sentences

Noncash lease expense 23,014 23,124 19,646

Deferred income tax benefit ( 26,632 ) ( 25,117 ) ( 23,014 )

Deferred income tax provision (benefit) 80,773 ( 26,632 ) ( 25,117 )

Other ( 875 ) ( 4,009 ) 2,705

19 unchanged sentences

EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,918 ( 2,511 ) 1,081

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 423,987 217,184 ( 433,039 )

(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 172,387 ) 423,987 217,184

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period 669,436 245,449 28,265

19 unchanged sentences

Share Repurchases

In 2018, the Board of Directors approved a stock repurchase program which has been amended several times to increase the aggregate amount of the stock repurchase authorization.

For the year ended December 31, 2022, the Company repurchased 5,463,244 shares for $ 800.5 million under this repurchase program.

As of June 30, 2022, the Company completed all authorized share repurchases under this repurchase program.

In the fourth quarter of 2022, the Board approved a new stock repurchase program of up to $ 500.0 million.

For the year ended December 31, 2024, the Company repurchased 527,160 shares for $ 174.2 million under the new repurchase program.

For the year ended December 31, 2023, the Company repurchased 781,068 shares for $ 144.0 million under the new repurchase program.

For the year ended December 31, 2022, the Company repurchased 228,247 shares for $ 47.2 million under the new repurchase program.

As of December 31, 2024, we have remaining authorization of $ 134.6 million under the new repurchase program.

As of February 6, 2025, the Company's Board of Directors approved an increase of $ 600.0 million to the Company's new stock repurchase program.

In 2022, the Company's Board of Directors (the "Board") approved a share repurchase program which has been amended several times to increase the aggregate amount of the share repurchase authorization.

For the year ended December 31, 2025, the Company repurchased 2,961,924 shares for $ 912.9 million under the repurchase program.

For the year ended December 31, 2024, the Company repurchased 527,160 shares for $ 174.2 million under the repurchase program.

For the year ended December 31, 2023, the Company repurchased 781,068 shares for $ 144.0 million under the repurchase program.

As of December 31, 2025, the Company has remaining authorization of $ 821.7 million under the repurchase program.

Repurchases under the share repurchase programs are executed in the open market or negotiated transactions under trading plans established pursuant to Rule 10b5-1.

12 unchanged sentences

The Company emphasizes its full service outsourcing model, providing services focused on the development, management and execution of clinical trials.

As part of this full service approach, the Company utilizes centralized systems, customer interface technology, support functions and processes that cross service offerings and align resources to deliver efficient clinical trial services.

As part of this full service approach, the Company utilizes centralized systems, customer

interface technology, support functions and processes that cross service offerings and align resources to deliver efficient clinical trial services.

Given the full service approach, the chief executive officer, who is the chief operating decision maker (“CODM”) assesses the allocation of resources based on consolidated net income, which is used to assess performance of the Company, monitor actual results, establish management’s compensation and allocate Company resources, including deciding whether to reinvest profits into the Company.

Based on the Company’s full service model, internal management and reporting structure, and key metrics used by the CODM to make resource allocation decisions, management has determined that the Company’s operations consist of a single operating segment.

Therefore, results of operations are presented as a single reportable segment.

Therefore, results of operations are presented as one reportable segment.

Foreign Currencies

2 unchanged sentences

Translation adjustments are recorded to Accumulated other comprehensive loss in the consolidated statements of shareholders’ equity and consolidated statements of comprehensive income.

Separately, net realized gains and losses on foreign currency transactions are included in Miscellaneous income, net, on the consolidated statements of operations.

Foreign currency transactions resulted in a net (loss)/gain of $( 0.5 ) million, $( 1.9 ) million, and $ 3.9 million during the years ended December 31, 2024, 2023, and 2022, respectively.

Separately, net realized gains and losses on foreign currency transactions are included in Miscellaneous (expense) income, net, on the consolidated statements of operations.

Foreign currency transactions resulted in expense, net of $ 7.7 million, $ 0.5 million, and $ 1.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Revenue Recognition

16 unchanged sentences

The total estimated costs necessary to complete is updated and any revisions to the existing cost estimate results in cumulative adjustments to the amount of revenue recognized in the period in which the revisions are identified.

In the case of cost estimates related to activities legally contracted as reimbursable in nature, including but not limited to investigator fee activity, these estimates also influence the Company’s assumed contract value and assumed remaining performance obligations.

In the case of cost estimates related to activities legally contracted as reimbursable in nature,

including but not limited to investigator fee activity, these estimates also influence the Company’s assumed contract value and assumed remaining performance obligations.

Because of the uncertainties inherent in estimating the costs necessary to fulfill contractual obligations, it is possible that estimates may change in the near term, resulting in a material change in revenue reported.

24 unchanged sentences

As of December 31, 2025 and 2024, the Company had approximately $ 3.6 billion and $ 3.5 billion of performance obligations remaining to be performed for active projects.

The Company expects to recognize approximately 43 % of these remaining performance obligations as revenue over the next twelve months , and the remaining balance thereafter over the duration of the customer contracts.

As of December 31, 2025 and 2024, the Company expected to recognize approximately 55 % and 43 % of these remaining performance obligations as revenue over the next twelve months , and the remaining balance thereafter over the duration of the customer contracts.

Concentration of Credit Risk

15 unchanged sentences

Advertising expenses are recorded as a component of Selling, general and administrative expenses in the accompanying consolidated statements of operations.

Total advertising expenses of $ 1.5 million, $ 1.5 million and $ 1.3 million were incurred during the years ended December 31, 2024, 2023 and 2022, respectively.

Total advertising expenses of $ 1.5 million were incurred during the years ended December 31, 2025, 2024 and 2023.

The Company’s consolidated US federal income tax return is comprised of its US subsidiaries, its foreign branches and certain foreign subsidiaries.

4 unchanged sentences

If it does not appear more likely than not that the full value of a deferred tax asset will be realized, the Company records a valuation allowance against the deferred tax asset, with an offsetting charge to the Company’s income tax provision or benefit.

The value of the Company’s deferred tax assets is estimated based on, among other things, the Company’s ability to generate a sufficient

level of future taxable income.

The value of the Company’s deferred tax assets is estimated based on, among other things, the Company’s ability to generate a sufficient level of future taxable income.

In estimating future taxable income, the Company has considered both positive and negative evidence, such as historical and forecasted results of operations, and has considered the implementation of prudent and feasible tax planning strategies.

1 unchanged sentence

Therefore, the Company has not recorded deferred foreign withholding taxes on the unremitted foreign earnings.

Refer to Note 11 for further information regarding this assertion.

We will continue to monitor our assertion related to the investment of foreign earnings and how this assertion may be impacted by the One Big Beautiful Bill Act ("OBBBA").

See Note 11 for further information regarding this assertion and how it could be impacted by the OBBBA.

The Company follows accounting guidance related to accounting for uncertainty in income taxes which requires significant judgment in determining what constitutes an individual tax position as well as assessing the possible outcome of each tax position.

9 unchanged sentences

Equity Awards

In connection with the Company's initial public offering (IPO), the Board approved the formation of the 2016 Incentive Award Plan (the “2016 Plan”).

The 2016 Plan provides for long-term equity incentive compensation for key employees, officers and non-employee directors.

A variety of discretionary awards (collectively, the “Awards”) for employees and non-employee directors are authorized under the 2016 Plan, including vested common shares, stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), or other cash based or stock dividend equivalent awards.

The vesting of such awards may be conditioned upon either a specified period of time or the attainment of specific performance goals as determined by the administrator of the 2016 Plan.

On February 6, 2025 and May 16, 2025, respectively, the Board adopted and the Company's stockholders approved the 2016 Amended and Restated Incentive Award Plan (the "Amended 2016 Plan").

The Amended 2016 Plan provides for long-term equity incentive compensation for key employees, officers and non-employee directors.

A variety of discretionary awards (collectively, the “Awards”) for employees and non-employee directors are authorized under the Amended 2016 Plan, including vested common shares, stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), or other cash based or stock dividend equivalent awards.

The vesting of such awards may be conditioned upon either a specified period of time or the attainment of specific performance goals as determined by the administrator of the Amended 2016 Plan.

The option price and term are also subject to determination by the administrator with respect to each grant.

Option prices are generally expected to be set at the market price of our common stock at the date of grant and option terms are not expected to exceed ten years .

All outstanding Awards under the 2016 Plan are equity classified awards.

Stock-based compensation expense for the 2016 Plan is calculated using the fair value method on the grant date.

All outstanding Awards under the Amended 2016 Plan are equity classified awards.

Stock-based compensation expense for the Amended 2016 Plan is calculated using the fair value method on the grant date.

The Company expenses stock-based compensation over the term of the award based on the vesting described in the award agreement.

5 unchanged sentences

This assumes that additional shares would have to be issued in cases where the exercise price of stock options is less than the value of the common stock being acquired because the cash proceeds received from the stock option holder would not be sufficient to acquire that same number of shares.

Company does not compute diluted EPS in cases where the inclusion of such additional shares would be anti-dilutive in effect.

The Company does not compute diluted EPS in cases where the inclusion of such additional shares would be anti-dilutive in effect.

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 (in thousands, except for earnings per share):

13 unchanged sentences

Net income per common share—Diluted $ 15.28 $ 12.63 $ 8.88

For the years ended December 31, 2024, 2023 and 2022, the computation of diluted EPS excludes the effect of (in thousands) 80 , 0 and 9 stock options, respectively, due to each respective period’s average fair value of the Company’s common stock not exceeding the exercise prices.

For the years ended December 31, 2025, 2024 and 2023, the computation of diluted EPS excludes the effect of (in thousands) less than 1 , 80 and 0 stock options, respectively, due to each respective period’s average fair value of the Company’s common stock not exceeding the exercise prices.

Fair Value Measurements

10 unchanged sentences

Cash and cash equivalents, including restricted cash, are invested in demand deposits and money market funds, all of which have an original maturity of three months or less.

Restricted cash consists of customer funds received in advance and

subject to specific restrictions, as well as amounts placed in escrow for contingent payments resulting from acquisitions or other contractual arrangements.

Restricted cash consists of customer funds received in advance and subject to specific restrictions, as well as amounts placed in escrow for contingent payments resulting from acquisitions or other contractual arrangements.

Accounts Receivable and Unbilled, Net

74 unchanged sentences

The Company recorded receivables related to government assistance programs at December 31, 2024 of $ 24.1 million in Prepaid expenses and other current assets and $ 12.7 million in Other assets, respectively.

Additionally, the Company recorded a reduction to Property and equipment, net of $ 2.8 million and Other long-term liabilities related to leases not yet commenced of $ 6.3 million as of December 31, 2024, respectively.

Recently Adopted Accounting Standards

3 unchanged sentences

The Company adopted the standard retrospectively in the fourth quarter of 2024 with additional disclosure in the notes to consolidated financial statements footnote 2 within Reportable Segments and footnote 15.

In November 2021, the FASB issued ASU 2021-10, "Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance" which requires entities to provide disclosures on material government assistance transactions for annual reporting periods.

The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity's financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" which requires entities to enhance disclosures around income taxes, specifically related to the rate reconciliation and income taxes paid.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard on a prospective basis in the fourth quarter of 2022.

The Company adopted the standard retrospectively in the fourth quarter of 2025 with additional disclosure in the notes to consolidated financial statements footnote 11.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" which requires entities to enhance disclosures around income taxes.

The guidance is effective for annual

periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” to modernize the accounting for software development costs and specify disclosure requirements.

The guidance is effective for annual periods beginning after

December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities" which establishes authoritative US GAAP guidance for accounting for grants received for consistency in applying the accounting rules across business entities.

The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

CONTRACT ASSETS AND CONTRACT LIABILITIES

15 unchanged sentences

Advanced billings $ 854,390 $ 710,585

A rollforward of allowance for doubtful account activity is as follows:

A rollforward of allowance for doubtful account activity is as follows (in thousands):

Year Ended December 31,

30 unchanged sentences

Total intangible assets, net $ 33,420 $ 34,366

As of December 31, 2024, estimated amortization expense of the Company’s intangible assets for each of the next four remaining years is as follows (in thousands):

As of December 31, 2025, estimated amortization expense of the Company’s intangible assets for each of the remaining years is as follows (in thousands):

ACCRUED EXPENSES

4 unchanged sentences

Total accrued expenses $ 408,382 $ 307,807

SHORT-TERM DEBT

On September 30, 2019 (the “Closing Date”), the Company obtained an unsecured credit facility (as amended from time to time, the “Credit Facility”) through its wholly owned subsidiaries, Medpace, Inc., as borrower (the “Borrower”), and Medpace IntermediateCo, Inc., as guarantor (the “Guarantor”).

On the Closing Date, the Borrower and lender entered into a Loan Agreement (as it may be amended from time to time, the “Loan Agreement”) providing for the Credit Facility, and the Guarantor executed a Guaranty Agreement providing for its guarantee of the payment and performance of the obligations under the Loan Agreement.

On March 31, 2023, the Company entered into Amendment No.

5 to the Loan Agreement, which changed the aggregate principal amount that may be borrowed under the facility's line of credit to up to $ 150.0 million, adjusted the interest rate and fee charged on the credit facility and extended the expiration date of resolving credit note to March 29, 2024.

On March 28, 2024, the Company entered into Amendment No.

6 to the Loan Agreement, which changed the aggregate principal amount that may be borrowed under the facility's line of credit up to $ 10.0 million and extended the expiration date of the revolving credit note to March 31, 2025.

The Credit Facility bears interest at a rate of the sum of The Secured Overnight Financing Rate (SOFR) plus 125 basis points ( 1.25 %) or the highest of the Prime Rate, the sum of the Overnight Bank Funding Rate plus 50 basis points ( 0.50 %) and the sum of Daily Simple SOFR plus 100 basis points ( 1.00 %).

On September 30, 2019, the Company entered into a Loan Agreement (as it may be amended from time to time, the "Loan Agreement") providing for an unsecured credit facility (as amended from time to time, the “Credit Facility”) through its wholly owned subsidiaries, Medpace, Inc., as borrower (the “Borrower”), and Medpace IntermediateCo, Inc., as guarantor (the “Guarantor”).

At the same time the Company entered into the Loan Agreement, the Guarantor executed a Guaranty Agreement providing for its guarantee of the payment and performance of the obligations under the Loan Agreement.

On July 17, 2025, the Company entered into Amendment No.

9 to the Loan Agreement, which changed the aggregate principal amount that may be borrowed under the Credit Facility to up to $ 10.0 million.

The Credit Facility expires April 30, 2027 and bears interest at a rate of the sum of The Secured Overnight Financing Rate (SOFR) plus 100 basis points ( 1.00 %) or the highest of the Prime Rate, the sum of the Overnight Bank Funding Rate plus 50 basis points ( 0.50 %) and the sum of Daily Simple SOFR plus 100 basis points ( 1.00 %).

As of December 31, 2025 and 2024, the Company had no indebtedness under the Credit Facility.

The Loan Agreement contains other customary loan terms, representations and warranties, and affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions.

The Loan Agreement contains certain events of default, including, among others, non-payment of principal or interest and breach of the covenants.

The Credit Facility is subject to customary negative covenants.

The Company was in compliance with all financial covenants as of December 31, 2025.

The Company enters into leases for real estate and equipment.

44 unchanged sentences

Total $ 84,259 $ 52,593 $ 136,852

As of December 31, 2025, we have an additional lease with contractual obligations, which have not yet commenced , with future payments of $ 0.3 million.

SHAREHOLDERS’ EQUITY

Stock-Based Compensation

2016 Incentive Award Plan

On August 11, 2016 in connection with the Company's IPO, the Board approved the 2016 Incentive Award Plan (the “2016 Plan”).

The 2016 Plan provides for long-term equity incentive compensation for key employees, officers and non-employee directors.

A variety of discretionary awards (collectively, the “Awards”) for employees and non-employee directors are authorized under the 2016 Plan, including vested shares, stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), or other cash based or stock dividend equivalent awards, which are all equity-classified instruments under the 2016 Plan.

The number of shares registered and available for grant under the 2016 Plan is 6,000,000 .

The vesting of such awards may be conditioned upon either a specified period of time or the attainment of specific performance goals as determined by the administrator of the 2016 Plan.

2016 Amended and Restated Incentive Award Plan

On February 6, 2025 and May 16, 2025, respectively, the Board adopted and the Company's stockholders approved the 2016 Amended and Restated Incentive Award Plan (the "Amended 2016 Plan").

The Amended 2016 Plan provides for long-term equity incentive compensation for key employees, officers and non-employee directors.

A variety of discretionary awards (collectively, the “Awards”) for employees and non-employee directors are authorized under the Amended 2016 Plan, including vested shares, stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), or other cash based or stock dividend equivalent awards, which are all equity-classified instruments under the Amended 2016 Plan.

The number of shares registered and available for grant under the Amended 2016 Plan is 6,000,000 .

The vesting of such awards may be conditioned upon either a specified period of time or the attainment of specific performance goals as determined by the administrator of the Amended 2016 Plan.

The option price and term are also subject to determination by the administrator with respect to each grant.

Option prices are generally expected to be set at the market price of the Company’s common stock at the date of grant and option terms are not expected to exceed ten years .

The Company granted 206,893 awards to employees under the 2016 Incentive Award Plan during the year ended December 31, 2024, consisting of 131,156 RSU and 24,650 stock option awards having five year vesting schedules, 1,087 RSU having four year vesting schedules and 50,000 stock option awards that vested upon issuance.

The Company granted an additional 674 RSU that vest in four approximately equal installments on March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, and 6,542 stock option awards to non-employee directors under the 2016 Incentive Award Plan, during the year ended December 31, 2024.

The Company granted 161,495 awards to employees under the Amended 2016 Plan during the year ended December 31, 2025, consisting of 41,075 RSU and 35,960 stock option awards having five year vesting schedules, and 84,460 stock option awards that vested upon issuance.

The Company granted an additional 386 RSU that vest in four approximately equal installments on March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, and 7,344 stock option awards to non-employee directors under the Amended 2016 Plan, during the year ended December 31, 2025.

These stock option awards will vest on the earlier of (a) the day immediately preceding the date of the first annual meeting following the date of grant and (b) the first anniversary of the date of grant, subject to the non-employee director continuing in service through the applicable vesting date.

The Company granted 47,238 awards to employees under the 2016 Incentive Award Plan during the year ended December 31, 2023, consisting of 45,988 RSU and 1,250 stock option awards having four year vesting schedules.

The Company granted an additional 848 RSU that vest in four approximately equal installments on March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, and 11,187 stock option awards to non-employee directors under the 2016 Incentive Award Plan, during the year ended December 31, 2023.

The Company granted 206,893 awards to employees under the Amended 2016 Plan during the year ended December 31, 2024, consisting of 131,156 RSU and 24,650 stock option awards having five year vesting schedules, 1,087 RSU having four year vesting schedules and 50,000 stock option awards that vested upon issuance.

The Company granted an additional 674 RSU that vest in four approximately equal installments on March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, and 6,542 stock option awards to non-employee directors under the Amended 2016 Plan, during the year ended December 31, 2024.

The Company granted 405,550 awards to employees under the 2016 Incentive Award Plan during the year ended December 31, 2022, consisting of 164,478 RSU and 113,838 stock option awards having four year vesting schedules and 127,234 stock option awards having two year vesting schedules.

The Company granted an additional 1,117 RSU that vest in four approximately equal installments on March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, and 11,418 stock option awards to non-employee directors under the 2016 Incentive Award Plan, during the year ended December 31, 2022.

The Company granted 47,238 awards to employees under the Amended 2016 Plan during the year ended December 31, 2023, consisting of 45,988 RSU and 1,250 stock option awards having four year vesting schedules.

The Company granted an additional 848 RSU that vest in four approximately equal installments on March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, and 11,187 stock option awards to non-employee directors under the Amended 2016 Plan, during the year ended December 31, 2023.

The 2016 Plan expires in 2026, except for awards then outstanding, and is administered by the Board.

All awards granted at the IPO or thereafter were or will be issued under the 2016 Plan.

The Amended 2016 Plan expires in 2035, except for awards then outstanding, and is administered by the Board.

All awards granted at the IPO or thereafter were or will be issued under the Amended 2016 Plan.

The Company satisfies stock option exercises and vested stock awards with treasury shares or newly issued shares.

Shares available for future stock compensation grants under the 2016 Plan totaled 2.1 million and 2.3 million at December 31, 2024 and 2023, respectively.

Shares available for future stock compensation grants under the Amended 2016 Plan totaled 1.9 million and 2.1 million at December 31, 2025 and 2024, respectively.

Equity Awards

110 unchanged sentences

Income tax expense calculated at the federal statutory rate $ 113,899 21.0 % $ 99,944 21.0 % $ 70,493 21.0 %

State and local taxes, net of federal benefit 7,556 1.6 5,146 1.5 4,235 1.5

Tax on foreign earnings, net of tax credits and deductions ( 4,031 ) ( 0.8 ) ( 1,305 ) ( 0.4 ) ( 3,277 ) ( 1.2 )

Deferred credit ( 338 ) ( 0.1 ) ( 596 ) ( 0.2 ) ( 621 ) ( 0.2 )

Permanent items:

Stock-based awards ( 22,197 ) ( 4.7 ) ( 14,692 ) ( 4.4 ) ( 18,738 ) ( 6.6 )

Deduction for FDII ( 10,931 ) ( 2.3 ) ( 9,358 ) ( 2.8 ) ( 4,983 ) ( 1.8 )

State and local taxes, net of federal benefit (a) 3,734 0.7 4,769 1.0 2,610 0.8

Foreign Tax Effects:

Other foreign jurisdictions ( 638 ) ( 0.1 ) ( 175 ) ( 0.1 ) 815 0.2

Effect of Cross-Border Tax Laws:

Foreign-derived intangible income ( 2,175 ) ( 0.4 ) ( 10,931 ) ( 2.3 ) ( 9,358 ) ( 2.8 )

Other 5,540 1.0 447 0.1 ( 835 ) ( 0.2 )

State/Local tax credits ( 2,786 ) ( 0.6 ) ( 2,536 ) ( 0.8 ) ( 1,294 ) ( 0.5 )

Change in liability for uncertain tax positions 1,611 0.3 4,784 1.4 1,560 0.6

Other tax credits ( 935 ) ( 0.2 ) ( 1,144 ) ( 0.2 ) ( 1,340 ) ( 0.4 )

Changes in Valuation Allowance ( 332 ) ( 0.1 ) ( 1,156 ) ( 0.2 ) 1,489 0.5

Nontaxable or Nondeductible Items:

Share-based payment awards ( 40,852 ) ( 7.5 ) ( 22,197 ) ( 4.7 ) ( 14,692 ) ( 4.4 )

Other 3,688 0.7 ( 46 ) — ( 1,094 ) ( 0.3 )

Changes in Unrecognized Tax Benefits 9,676 1.8 1,611 0.3 4,784 1.4

Other Adjustments ( 351 ) ( 0.1 ) 414 0.1 — —

$ 91,254 16.8 % $ 71,536 15.0 % $ 52,872 15.8 %

(a) State taxes in California and local taxes in the city of Cincinnati, Ohio made up the majority (greater than 50 percent) of the tax effect in this category.

As of December 31, 2025, the Company’s accounting position is that unremitted foreign earnings are indefinitely reinvested.

1 unchanged sentence

The undistributed earnings of foreign subsidiaries was approximately $ 90.3 million for the year ended December 31, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

Where relevant, the Company has reflected any material items that were enacted in the consolidated financial statements for the year ended December 31, 2025.

Components of the Company’s net deferred tax asset (liability) included in the consolidated balance sheets consisted of the following at December 31 (in thousands):

2 unchanged sentences

Depreciation and amortization 900 1,222

Foreign operating loss carryforward 51 35

Net operating loss carryforwards 36,577 51

Tax credit carryforwards 5,172 —

Advanced billings 15,009 127,115

8 unchanged sentences

Net deferred tax asset (liability) $ 17,868 $ 98,557

The Company has foreign operating loss carryforwards for which a deferred tax asset of $ 0.1 million has been established as of December 31, 2024.

The Company does not have a valuation allowance against this deferred tax asset as of December 31, 2024 based upon its assessment that it is more likely than not that this amount will be realized.

The Company has federal, state, and foreign operating loss carryforwards for which a deferred tax asset of $ 36.6 million has been established as of December 31, 2025.

The Company has recorded a valuation allowance against certain operating loss carryforward deferred tax assets as of December 31, 2025 based upon its assessment that it is more likely than not that this deferred tax asset will not be realized.

The ultimate realization of this tax benefit is dependent upon the generation of sufficient operating income in the respective tax jurisdictions.

The foreign net operating loss carryforwards will expire in 2028 if not utilized.

The federal and foreign net operating loss carryforwards of $ 31.4 million have indefinite carryforward periods.

The net operating loss expiration periods for the state and local jurisdictions of $ 5.2 million varies by jurisdiction.

The state net operating loss carryforwards will begin to expire in 2035 for certain jurisdictions if not utilized.

Annual activity related to the Company’s valuation allowance is as follows (in thousands):

4 unchanged sentences

Reductions from utilization, reassessments and expirations ( 332 ) ( 1,157 ) ( 186 )

Remeasurement due to effect of tax reform — — 58

Ending Balance $ 1,847 $ 1,607 $ 1,826

9 unchanged sentences

Interest and penalties associated with uncertain tax positions are recognized as components of Income tax provision in the consolidated statements of operations.

There was no material change to tax-related interest and penalties during the years

ended December 31, 2024, 2023 and 2022.

There was no material change to tax-related interest and penalties during the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025 and 2024, respectively, the Company has a liability for interest and penalties of $ 8.3 million and $ 6.7 million that is associated with related tax liabilities of $ 22.7 million and $ 20.3 million for uncertain tax positions.

2 unchanged sentences

For federal tax purposes, the Company’s open tax years are 2022 through 2025.

Components of the Company's cash paid for taxes included in the consolidated statement of cash flows consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Federal $ 30,444 $ 72,405 $ 68,256

State 2,138 5,293 4,327

Foreign 7,137 5,869 3,770

Total cash paid for taxes $ 39,719 $ 83,567 $ 76,353

COMMITMENTS, CONTINGENCIES, AND GUARANTEES

6 unchanged sentences

The commitments expire at various times through 2030.

MISCELLANEOUS INCOME (EXPENSE), NET

Miscellaneous income (expense), net consisted of the following (in thousands):

MISCELLANEOUS (EXPENSE) INCOME, NET

Miscellaneous (expense) income, net consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Net (loss) gain on foreign-currency transactions $ ( 496 ) $ ( 1,929 ) $ 3,859

Expense, net on foreign-currency transactions $ ( 7,731 ) $ ( 496 ) $ ( 1,929 )

Other income 2,393 4,552 1,274

Miscellaneous income (expense), net $ 4,056 $ ( 655 ) $ 7,068

Miscellaneous (expense) income, net $ ( 5,338 ) $ 4,056 $ ( 655 )

RELATED PARTY TRANSACTIONS

1 unchanged sentence

The Company periodically extends short term loans or advances to employees, typically upon commencement of employment.

Total receivables as a result of these employee advances of $ 0.3 million existed at December 31, 2024 and 2023, respectively, and are included in the Prepaid expenses and other current assets and Other assets line items of the consolidated balance sheets, respectively, depending on the contractual repayment date.

Total receivables as a result of these employee advances of $ 0.4 million and $ 0.3 million existed at December 31, 2025 and 2024, respectively, and are included in the Prepaid expenses and other current assets and Other assets line items of the consolidated balance sheets, respectively, depending on the contractual repayment date.

Service Agreements

12 unchanged sentences

As of December 31, 2025 and 2024 the Company had Accounts receivable and unbilled, net from CinRx of $ 1.6 million and $ 1.4 million in the consolidated balance sheets, respectively.

The Company had Prepaid expenses and other current assets with CinRX of $ 0.1 million and $ 0.2 million in the consolidated balance sheets at December 31, 2024 and 2023, respectively.

Certain affiliates of CinRx included in previous reported periods are no longer disclosed due to changes in the affiliate relationship.

The Summit Hotel (“The Summit”)

7 unchanged sentences

The lease was renewed in the first quarter of fiscal year 2023 for a term of ten years through December 2032 with a renewal option for one 10-year term at prevailing market rates.

The Company pays rent, taxes, insurance, and maintenance expenses that arise from the use of the properties.

Company pays rent, taxes, insurance, and maintenance expenses that arise from the use of the properties.

Annual base rent for the corporate headquarters allows for adjustments to the rental rate annually for increases in the consumer price index.

12 unchanged sentences

The Company has determined that the lease is an operating lease.

Operating lease cost recognized for the years ended December 31, 2024, 2023 and 2022 was $ 5.7 million, respectively.

Operating lease cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 5.7 million.

The operating lease cost was allocated between Total direct costs and Selling, general and administrative in the consolidated statements of operations.

3 unchanged sentences

The Company entered into a multi-year lease agreement governing the occupancy of office space in a building in Cincinnati, Ohio with an entity that is wholly owned by the Company’s chief executive officer and certain members of his immediate family.

The Company assumed occupancy in 2012 and the lease expires in 2027 with the Company having one

10 -year option to extend the lease term.

The Company assumed occupancy in 2012 and the lease expires in 2027 with the Company having one 10 -year option to extend the lease term.

The Company pays rent, taxes, insurance, and maintenance expenses that arise from the use of the property.

1 unchanged sentence

The Company has determined that the lease is an operating lease.

Operating lease cost recognized for the years ended December 31, 2024, 2023 and 2022 was $ 2.5 million, respectively.

Operating lease cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 2.5 million.

The operating lease cost was allocated between Total direct costs and Selling, general and administrative in the consolidated statements of operations.

37 unchanged sentences

Other income (expense), net:

Miscellaneous income (expense), net 4,056 ( 655 ) 7,068

Miscellaneous (expense) income, net ( 5,338 ) 4,056 ( 655 )

Interest income (expense), net 12,780 24,996 ( 488 )

11 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, total revenue attributable to the U.S.

represented approximately 98 %, respectively, of total consolidated total revenue.

represented approximately 99 %, 98 % and 98 % of total consolidated total revenue, respectively.

The following table summarizes property and equipment, net by geographic region and is further broken down to show countries which account for 10% or more of total as of December 31, if any (in thousands):

15 unchanged sentences

Other 408,548 431,384 404,844

Cardiology 230,454 193,690 174,634

Central Nervous System 254,838 181,977 160,057

Cardiology 239,371 230,454 193,690

AVAI 134,935 156,460 163,312

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data