10-K – 2026-02-10 – medp-20251231.htm

expenses contributing to service delivery. The other costs of service delivery can include office rent, utilities, supplies and software licenses which are allocated between Total direct costs and selling, general and administrative expenses based on the estimated contribution among service delivery and support function efforts on a percentage basis. Total direct costs are expensed as incurred and are not deferred in anticipation of contracts being awarded or finalization of changes in scope. Total direct costs, as a percentage of net revenue, can vary from period to period due to project labor efficiencies, changes in workforce, compensation/bonus programs and service mix.
Selling, General and Administrative
Selling, general and administrative expenses are primarily driven by compensation and related employee benefits, as well as rent, utilities, supplies, software licenses, professional fees (e.g., legal and accounting expenses), travel, marketing and other operating expenses.
Depreciation
Depreciation is provided on our property and equipment on the straight-line method at rates adequate to allocate the cost of the applicable assets over their estimated useful lives, which is three to five years for computer hardware, software, phone, and medical imaging equipment, five to seven years for furniture and fixtures and other equipment, and thirty to forty years for buildings. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the improvement or the associated remaining lease term.
Amortization
Amortization relates to finite-lived intangible assets recognized as expense using the straight-line method or using an accelerated method over their estimated useful lives of 15 years.
Income Tax Provision
Income tax provision consists of federal, state and local taxes on income in multiple jurisdictions. Our income tax is impacted by the pre-tax earnings in jurisdictions with varying tax rates and any related tax credits that may be available to us. Our current and future provision for income taxes will vary from statutory rates due to the impact of valuation allowances in certain countries, income tax incentives, certain non-deductible expenses, and other discrete items.

Key Performance Metrics
To evaluate the performance of our business, we utilize a variety of financial and performance metrics. These key measures include net new business awards and backlog.
Net New Business Awards and Backlog
New business awards represent the value of anticipated future net revenue that has been recognized in backlog during the period. This value is recognized upon the signing of a contract or receipt of a written pre-contract confirmation from a customer that confirms an agreement in principle on budget and scope. New business awards also include contract amendments, or changes in scope, where the customer has provided written authorization for changes in budget and scope or has approved us to perform additional work as of the measurement date. Awards may not be recognized as backlog after consideration of a number of factors, including whether (i) the relevant net revenue is expected only after a pending regulatory hurdle, which might result in cancellation of the study, (ii) the customer funding needed for commencement of the study is not believed to have been secured or (iii) study timelines are uncertain or not well defined. In addition, study amounts that extend beyond three years from measurement date are not included in backlog. The number and amount of new business awards can vary significantly from period to period, and an award’s contractual duration can range from several months to several years based on customer and project specifications.
Cancellations arise in the normal course of business and are reflected when we receive written confirmation from the customer to cease work on a contractual agreement or when we believe the future revenue is unlikely to be realized. The majority of our customers can terminate our contracts without cause upon 30 days’ notice. Similar to new business awards, the number and amount of cancellations can vary significantly period over period due to timing of customer correspondence and study-specific circumstances.
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Net new business awards represent gross new business awards received in a period offset by total cancellations in that period. Net new business awards were $2,646.8 million and $2,230.0 million for the years ended December 31, 2025 and 2024, respectively.
Backlog represents anticipated future net revenue from net new business awards that have commenced, but have not been completed. Reported backlog will fluctuate based on new business awards, changes in scope to existing contracts, cancellations, net revenue recognition on existing contracts and foreign exchange adjustments from non-U.S. dollar denominated backlog. As of December 31, 2025, our backlog increased by $125.0 million, or 4.3% to $3,027.2 million compared to $2,902.2 million as of December 31, 2024. Included within backlog as of December 31, 2025 was approximately $1,890.0 million to $1,910.0 million that we expect to convert to net revenue in 2026, with the remainder expected to convert to net revenue in years after 2026.
The effect of foreign currency adjustments on backlog was as follows: favorable foreign currency adjustments of $25.1 million for the year ended December 31, 2025 and unfavorable foreign currency adjustments of $16.7 million for the year ended December 31, 2024.
Backlog and net new business award metrics may not be reliable indicators of our future period revenue as they are subject to a variety of factors that may cause material fluctuations from period to period. These factors include, but are not limited to, changes in the scope of projects, cancellations, and duration and timing of services provided.

Exchange Rate Fluctuations
The majority of our contracts and operational transactions are U.S. dollar denominated. The Euro represents the largest foreign currency denomination of our contractual and operational exposure. As a result, a portion of our revenue and expenses is subject to exchange rate fluctuations. We have translated the Euro into U.S. dollars using the following average exchange rates based on data obtained from www.xe.com:

Year Ended December 31,
2025 2024
U.S. Dollars per Euro: 1.13  1.08 

Results of Operations
This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. For a comparison of our results of operations for the fiscal years ended December 31, 2024 and December 31, 2023, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 11, 2025.
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Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Year Ended December 31,
(Amounts in thousands, except percentages) 2025 2024 Change % Change
Revenue, net $ 2,530,234  $ 2,109,054  $ 421,180  20.0  %
Direct service costs, excluding depreciation and amortization 732,128  682,095  50,033  7.3  %
Reimbursed out-of-pocket expenses 1,037,488  770,654  266,834  34.6  %
Total direct costs 1,769,616  1,452,749  316,867  21.8  %
Selling, general and administrative 197,559  180,184  17,375  9.6  %
Depreciation 27,178  27,808  (630) (2.3) %
Amortization 946  1,443  (497) (34.4) %
Total operating expenses 1,995,299  1,662,184  333,115  20.0  %
Income from operations 534,935  446,870  88,065 
Miscellaneous (expense) income, net (5,338) 4,056  (9,394)
Interest income, net 12,780  24,996  (12,216)
Income before income taxes 542,377  475,922  66,455 
Income tax provision 91,254  71,536  19,718 
Net income $ 451,123  $ 404,386  $ 46,737 

Total revenue
Total revenue increased by $421.2 million, to $2,530.2 million for the year ended December 31, 2025, from $2,109.1 million for the year ended December 31, 2024. The increase was primarily driven by strong activity within the Metabolic, Oncology and Central Nervous System therapeutic areas, compared to the same period in the prior year.
Total direct costs
Total direct costs increased by $316.9 million, to $1,769.6 million for the year ended December 31, 2025, from $1,452.7 million for the year ended December 31, 2024. The increase was primarily attributed to higher reimbursed out-of-pocket expenses and higher personnel costs to support the growth in service activities. Reimbursed out-of-pocket expenses, which can fluctuate significantly from period to period based on the timing of program initiation and closeout, increased $266.8 million for the year ended December 31, 2025, compared to the same period in the prior year. The higher personnel costs portion increased by $43.4 million in the year ended December 31, 2025, compared to the same period in the prior year.
Selling, general and administrative
Selling, general and administrative expenses increased by $17.4 million, to $197.6 million for the year ended December 31, 2025, from $180.2 million for the year ended December 31, 2024. The increase was primarily attributed to higher personnel costs to support the growth in service activities. Personnel costs increased by $17.1 million in the year ended December 31, 2025, compared to the same period in the prior year.
Depreciation and Amortization
Depreciation and amortization expense of $28.1 million for the year ended December 31, 2025, remained relatively consistent with $29.3 million for the year ended December 31, 2024.
Miscellaneous (expense) income, net
Miscellaneous (expense) income, net changed by $9.4 million of expense, to $5.3 million of expense for the year ended December 31, 2025, from $4.1 million of income for the year ended December 31, 2024. This change was mainly attributable to foreign exchange gains or losses that arise in connection with the revaluation of short-term intercompany balances between our domestic and international subsidiaries and from the settlement of third-party accounts receivables and payables denominated in a currency other than the local currency of the entity making the payment, third-party
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investment gains or losses and proceeds from the recovery of a note receivable, compared to the same period in the prior year.
Interest income, net
Interest income, net decreased by $12.2 million, to $12.8 million for the year ended December 31, 2025, from $25.0 million for the year ended December 31, 2024. This change was mainly attributable to decreased interest income on Cash and cash equivalents, compared to the same period in the prior year.
Income tax provision
Income tax provision increased by $19.7 million, to $91.3 million for the year ended December 31, 2025, from $71.5 million for the year ended December 31, 2024. The overall effective tax rates for the years ended December 31, 2025 and 2024 were 16.8% and 15.0%, respectively. The increase in the income tax provision was primarily attributable to the increase in pre-tax book income, increase in uncertain tax positions, increase in Global Intangible Low-Taxed Income ("GILTI") (net of foreign tax credits), and decrease in tax benefits related to Foreign Derived Intangible Income ("FDII") which was partially offset by an increase in excess tax benefits recognized from share-based compensation, compared to the same period in the prior year. The increase in the overall effective tax rate was primarily attributable to a decrease in tax benefits related to FDII, increase in uncertain tax positions and an increase in GILTI (net of foreign tax credits) which was partially offset by an increase in excess tax benefits recognized from share-based compensation compared to the same period in the prior year.
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.

Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal sources of liquidity are operating cash flows and from borrowings under our unsecured credit facility consisting of up to a $10.0 million revolving line of credit which we entered into on September 30, 2019 (the “Credit Facility”). All $10.0 million of the line of credit is available for borrowing as of December 31, 2025. As of December 31, 2025, we had cash and cash equivalents of $497.0 million, which decreased from $669.4 million as of December 31, 2024 primarily due to repurchases of common stock. Approximately $21.2 million of our cash and cash equivalents, none of which was restricted, was held by our foreign subsidiaries as of December 31, 2025.
Our expected primary cash needs on both a short and long-term basis are for investment in operational growth, including additional lease commitments, capital expenditures, share repurchases, selective strategic bolt-on acquisitions, other investments, and other general corporate needs. We have historically funded our operations and growth with cash flow from operations and borrowings under our credit facilities. We expect to continue expanding our operations through organic growth and potentially highly selective bolt-on acquisitions and investments. As of December 31, 2025, cash commitments to support operating business needs include lease liabilities discussed in Note 8 of the Consolidated Financial Statements, purchase commitments discussed in Note 12 of the Consolidated Financial Statements and capital expenditures primarily related to infrastructure investments in our facilities, equipment and technology. Capital spending as a percentage of revenue decreased 49 basis points to 1.24% in the year ended December 31, 2025. We expect these activities will be funded from existing cash, cash flow from operations and, if necessary, borrowings under our existing or future credit facilities or other debt.
We have deemed that foreign earnings will be indefinitely reinvested and therefore we have not provided taxes on these earnings. While we do not anticipate the need to repatriate these foreign earnings for liquidity purposes given our cash flows from operations and available borrowings under existing and future credit facilities, we would incur taxes on these earnings if the need for repatriation due to liquidity purposes arises. We believe that our sources of liquidity and capital will be sufficient to finance our cash needs for the next 12 months and on a longer-term basis. However, we cannot assure
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you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Credit Facility or otherwise, in an amount sufficient to fund our liquidity needs.

Year Ended December 31,
Cash Flows (Amounts in thousands) 2025 2024
Net cash provided by operating activities $ 713,223  $ 608,815 
Net cash used in investing activities (31,140) (28,308)
Net cash used in financing activities (860,388) (154,009)
Effect of exchange rates on cash, cash equivalents, and restricted cash 5,918  (2,511)
(Decrease) increase in cash, cash equivalents, and restricted cash $ (172,387) $ 423,987 

Cash Flows from Operating Activities
Cash flows from operations are driven mainly by net income, deferred income tax provision (benefit), stock-based compensation expense, depreciation, noncash lease expense and net movement in advanced billings, accounts receivable and unbilled, net and accrued expenses. Advanced billings and accounts receivable and unbilled, net fluctuate on a regular basis as we perform our services, bill our customers and ultimately collect on those receivables. We attempt to negotiate payment terms in order to provide for payments prior to or soon after the provision of services, but this timing of collection can vary significantly on a period by period comparative basis.
Net cash flows provided by operating activities were $713.2 million for the year ended December 31, 2025 beginning with net income of $451.1 million. Adjustments to reconcile net income to net cash provided by operating activities were $165.8 million, primarily related to deferred income tax provision of $80.8 million, stock-based compensation expense of $34.8 million, depreciation of $27.2 million and noncash lease expense of $23.0 million. Changes in operating assets and liabilities provided $96.3 million in operating cash flows and was primarily driven by increased advanced billings of $143.8 million, increased accrued expenses of $97.1 million and changes in Other assets and liabilities, net of $11.2 million, partially offset by increased accounts receivable and unbilled, net of $106.2 million, increased prepaid expenses and other current assets of $27.1 million and decreased lease liabilities of $25.2 million.
Net cash flows provided by operating activities were $608.8 million for the year ended December 31, 2024 consisting of net income of $404.4 million. Adjustments to reconcile net income to net cash provided by operating activities were $47.2 million, primarily related to depreciation of $27.8 million, stock-based compensation expense of $25.5 million, and noncash lease expense of $23.1 million, partially offset by a deferred income tax benefit of $26.6 million. Changes in operating assets and liabilities provided $157.2 million in operating cash flows and were primarily driven by increased advanced billings of $150.7 million, changes in Other assets and liabilities, net of $23.8 million, and increased accrued expenses of $16.9 million, partially offset by decreased lease liabilities of $21.4 million and increased prepaid expenses and other current assets of $12.1 million.
Cash Flow from Investing Activities
Net cash used in investing activities was $31.1 million for the year ended December 31, 2025, primarily consisting of property and equipment expenditures.
Net cash used in investing activities was $28.3 million for the year ended December 31, 2024, primarily consisting of property and equipment expenditures of $36.5 million, partially offset by $8.2 million in other investing activity.
Cash Flow from Financing Activities
Net cash used in financing activities was $860.4 million for the year ended December 31, 2025 primarily related to $917.4 million in repurchases of common stock, partially offset by proceeds from stock option exercises of $57.0 million.
Net cash used in financing activities was $154.0 million for the year ended December 31, 2024, primarily related to $169.9 million in repurchases of common stock, partially offset by proceeds from stock option exercises of $15.9 million.
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Share Repurchases
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. The Company constructively retires the repurchased shares associated with these approved share repurchase programs, except for a small portion which were retained as Treasury Shares on the consolidated statements of shareholders' equity. Retired share repurchase amounts paid in excess of par value are reflected within Retained earnings/Accumulated deficit in the Company’s consolidated balance sheets. The repurchase programs may be suspended or discontinued at any time without notice.

Indebtedness
As of December 31, 2025, we had no indebtedness. Refer to Note 7 of the Notes to Consolidated Financial Statements for details regarding our Credit Facility.

Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, or US GAAP, requires us to make a variety of decisions which affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience and other assumptions. Actual results could differ from our estimates. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.
Revenue Recognition
We generally enter into contracts with customers to provide services ranging in duration from a few months to several years. The contract terms generally provide for payments based on a fixed-fee or unit-of-service arrangement. We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue on contracts is recognized, when or as we satisfy the contract performance obligations by transferring control of the services provided to the customer, at the amount that reflects the consideration to which we expect to be entitled in exchange for transferring those services. Our performance obligations are generally satisfied over time and recognized as work progresses.
Contract Assumptions
Accounting for contracts performed over a period of time involves the use of various assumptions to estimate total contract revenue and costs. We estimate expected costs to complete a contract and recognize contracted revenue over the life of the contract as those costs are incurred while performing our contracted obligations.
Cost estimates are based on a detailed project budget and are developed based on many variables, including, but not limited to, the scope of the work, labor productivity, the complexity of the study, the participating geographic locations and the Company’s historical experience. To assist with the estimation of costs expected at completion over the life of a project, regular contract reviews are performed in which performance to date is compared to the most current estimate to complete assumptions. The reviews include an assessment of costs incurred to date compared to expectations based on budget assumptions and other circumstances specific to the project. 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. 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.
Contracts generally provide for pricing modifications upon scope of work changes. We recognize revenue, at an amount to which we expect to be entitled, related to work performed in connection with scope changes when the underlying services
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are performed and a binding contractual commitment has been established with the customer. If our customers do not agree to pricing changes upon changes in our scope of work, we could be exposed to cost overruns and reduced contract profitability. Costs are not deferred in anticipation of contracts being awarded or amendments being finalized, but are expensed as incurred.
Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts. These contracts require payment of fees for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract. Final settlement amounts are agreed to with the customer based on remaining work to be performed. These amounts are included in revenue when we believe the amount can be estimated reliably and its realization is probable. In evaluating the probability of recognition, we consider the contractual basis for the settlement amount and the objective evidence available to support the amount.
Certain contracts contain volume rebate arrangements with our customers that provide for rebates if certain specified spending thresholds are met. These obligations are considered as a reduction in revenue when it appears probable that the arrangement thresholds will be met.
We occasionally enter into incentive fee arrangements with customers that provide for additional compensation if certain defined contractual milestones or performance thresholds are met. These additional fees are included in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee and when achievement of the incentive milestone is deemed probable. These estimates are based on anticipated performance, our best judgment at the time or ultimately, upon achievement of the threshold or milestone.
We record revenue net of any tax assessments by governmental authorities that are imposed and concurrent with specific revenue generating transactions.
Performance Obligations
Substantially all of our contracts consist of a single performance obligation, as the promise to transfer the individual services described in the contracts are not separately identifiable from other promises in the contracts, and therefore not distinct. Revenue recognition is determined by assessing the progress of performance completed or delivered to date compared to total services to be delivered under the terms of the arrangement. The measures utilized to assess progress on the satisfaction of performance are specific to the performance obligation identified in the contract.
For the majority of our contract performance obligations, we utilize the input method of cost to cost to measure progress. Under this method, the Company determines cost incurred to date for the services it provides compared to the total estimated costs at completion.
For certain other contractual performance obligations, the Company has determined that an output method is the best measure of progress. These relate to certain unitized contracts, and the Company recognizes revenue in the period in which the unit is delivered compared to total contracted units.
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in the forecasting of taxable income using historical and projected future operating results in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable and receivable, and deferred taxes.
We record deferred tax assets and liabilities based on temporary differences between the financial statement bases and tax bases of assets and liabilities. Deferred tax assets are recorded for tax benefit carryforwards using tax rates anticipated to be in effect in the year in which temporary differences are expected to reverse. 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 recoverability of our deferred tax assets is estimated based on consideration of all available positive and negative evidence, including, but not limited to, our ability to generate a sufficient level of future taxable income, reversals of deferred tax liabilities (other than those with an indefinite reversal period), tax planning strategies and recent financial performance. The assessment of recoverability is performed on a jurisdiction by jurisdiction basis. Based on the analysis of
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the above factors, we determined that a valuation allowance in the amount of $1.8 million relating to certain foreign and federal deferred tax assets should be recorded as of December 31, 2025 and $1.6 million should be recorded as of December 31, 2024 relating to certain tax credits and other deferred tax assets that are currently not expected to be realized. Differences in actual results compared to our estimates and changes in our assumptions could result in an adjustment to the valuation allowance in the future and would generally impact earnings or other comprehensive income depending on the nature of the respective deferred asset for which the valuation allowance exists.
We have recognized certain liabilities, including penalties and interest in the amount of $8.3 million as of December 31, 2025, within other long-term liabilities on the consolidated balance sheets. These relate to uncertain tax positions that are subject to various assumptions and judgment. Liabilities for these uncertain tax positions are assessed on a position by position basis. The calculation of these liabilities involves dealing with uncertainties in the application of complex tax regulations in both domestic and foreign jurisdictions. These positions may be subject to audit and review by tax authorities, and may result in future taxes, interest and penalties if we are unsuccessful in defending our positions. If the calculation of liability related to uncertain tax positions proves to be more or less than the ultimate assessment, a tax expense or benefit to expense, respectively would result.
As of December 31, 2025 and 2024, as a result of an updated analysis of future cash needs in the United States and opportunities for investment outside the United States, we assert that all foreign earnings will be indefinitely reinvested and therefore we have not provided taxes on these earnings. These undistributed earnings of foreign subsidiaries will support future growth in foreign markets and maintain current operating needs of foreign locations. We will continue to monitor our assertion related to investment of foreign earnings and how this assertion may be impacted by the OBBBA. See Note 11 of the Notes to Consolidated Financial Statements for further information regarding this assertion.
The Organization for Economic Co-operation and Development ("OECD") has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two). On January 5, 2026, the OECD/G20 announced the Side-by-Side ("SbS") package, implemented as administrative guidance and modifying the operation of Pillar 2 rules. The package introduces new safe harbors for multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar 2, which would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 top-up taxes. While we do not anticipate that this will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.
Stock Based Compensation
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 extended the term to expire in 2035, but did not change the number of shares authorized for issuance. 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. All of our currently outstanding awards are subject to equity classification pursuant to the terms of the award grants and based on accounting guidance which governs such transactions. Accounting guidance applicable to equity classified awards require all stock based compensation, including vested shares, grants of employee stock options and restricted stock to be recognized in the consolidated statements of operations based on their grant date fair values.
We estimate the fair value of our stock options utilizing the Black-Scholes-Merton option pricing model, which requires the input of highly subjective assumptions including: the expected stock price volatility, the calculation of the expected holding period of the award, the risk free interest rate and expected dividends on the underlying common stock. Due to the lack of Company specific historical and implied volatility data, our estimate of expected volatility is based upon a blended approach that utilizes the historical volatility of the Company's common stock for periods in which the Company has sufficient information and the historical volatility of a group of peer companies that are most representative of our company. The historical volatility is calculated based on a period of time commensurate with the expected holding period assumption. The holding period represents the period that our option awards are expected to be outstanding. We use the simplified method as prescribed by accounting guidance governing such awards, to calculate the expected term for options granted to employees as we do not have sufficient historical evidence data to provide a reasonable basis upon which to estimate the expected holding period. This simplified method utilizes the mid-point between the vesting date and the date of the contractual term. The risk free rate is based on extrapolated rates of U.S. Treasury bonds whose terms are consistent
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with the expected holding period of the stock options. We have assumed a dividend yield of zero as we have not historically paid any dividends on our common stock.
All our stock based option awards are subject to service based vesting conditions. Compensation expense related to stock option awards to employees is recognized on a straight line basis based on the grant date fair value over the associated service period of the award, which is equal to the vesting term.
The following table summarizes the key weighted average assumptions used in the Black-Scholes-Merton option pricing model to calculate the fair value of options during the periods:

Year Ended December 31,
2025 2024 2023
Expected holding period - years 4.9 4.3 4.1
Expected volatility 43.5% 43.4% 45.4%
Risk-free interest rate 4.1% 3.7% 3.8%
Expected dividend yield 0.0% 0.0% 0.0%

The assumptions used in the table above reflect grant date inputs to arrive at the grant date fair values for stock options subject to equity-classified stock compensation accounting. As of December 31, 2025, all outstanding stock based awards were classified within equity.
The weighted average grant date fair value of employee stock options granted was $140.34, $148.85 and $85.30 for the years ended December 31, 2025, 2024 and 2023, respectively.
Effect of Recent Accounting Pronouncements
Refer to Note 2 of the Notes to Consolidated Financial Statements for management’s discussion of the effect of recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, inflation, interest rates, and other relevant market rates or prices changes. We are exposed to market risk from changes in foreign currency exchange rates, inflation rate and credit risk and we regularly evaluate our exposure to such changes.
Foreign Currency Risk
We have business operations globally, and accordingly, we are exposed to foreign currency fluctuations that can affect our financial results. For the years ended December 31, 2025 and 2024, approximately 5.8% and 7.7%, respectively, of our revenue was derived from contracts denominated in currencies other than the U.S. dollar, whereas approximately 18.4% and 20.9%, respectively, of our operational costs, including, but not limited to, salaries, wages and other employee benefits, were derived in foreign currencies. Of these exposures, approximately 91.1% and 82.8% of revenue denominated in foreign currencies and approximately 49.7% and 51.6% of operational costs denominated in foreign currencies were Euro denominated for the years ended December 31, 2025 and 2024, respectively. Our financial statements are reported in U.S. dollars and, accordingly, fluctuations in exchange rates will affect the translation of our revenues and expenses denominated in foreign currencies into U.S. dollars for purposes of reporting our consolidated financial results. We recalculated our reported pre-tax income for the years ended December 31, 2025 and 2024 using foreign exchange rates that were 10% higher and 10% lower than actual exchange rates utilized during the year. When utilizing foreign exchange rates 10% higher than actual exchange rates, our pre-tax income for the years ended December 31, 2025 and 2024 is negatively impacted by approximately $22.1 million and $18.4 million, respectively. When utilizing foreign exchange rates 10% lower than actual exchange rates, our pre-tax income for the years ended December 31, 2025 and 2024 is positively impacted by approximately $22.1 million and $18.4 million, respectively.
We are also subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between contract commencement and cash settlement for services that we provide in relation to the contract. This exposure may affect our contract and operational profitability. To mitigate our foreign currency risk exposure we provide for exchange
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rate fluctuation adjustments subject to certain thresholds within our contracts where contract currency varies from currencies where costs will be incurred to support delivery of the contract.
Credit Risk
Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, and accounts receivable and unbilled, net. The cash and cash equivalent balances are held and maintained with high-quality financial institutions with reputable credit ratings and, consequently, we believe that such funds are subject to minimal credit risk.
We generally do not require collateral or other securities to support customer receivables. In the years ended December 31, 2025 and 2024, credit losses have been immaterial and within our expectations. Moreover, in many cases we require advance payment from our customers for a portion of the study contract price upon the signing of a service contract which helps to mitigate credit risk. As of the years ended December 31, 2025 and 2024, there were no major customers accounting for more than 10% of our accounts receivable and unbilled, net.
Inflation
Our contracts that provide for services to be performed in excess of a year generally are based on inflation assumptions for the portion of the services to be performed beyond one year. We do not have significant operations in countries where the economy is considered highly inflationary. Pricing actions and supply chain productivity initiatives have mitigated and are expected to continue to mitigate some inflationary pressures, but we may not be successful in fully offsetting these incremental costs, which could have an impact on the Company’s results of operations and cash flows in the future. Additionally, if actual rates are greater than our inflation assumptions, inflation could have a material adverse effect on our operations or financial condition.
Interest Rates
We are primarily exposed to interest rate risk through our Credit Facility. As of the years ended December 31, 2025 and 2024, we had no outstanding long-term debt. The Credit Facility is subject to variable interest rates. The Credit Facility is not subject to any interest rate caps or floors.
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Item 8. Financial Statements and Supplementary Data.
Management's Report on Internal Control Over Financial Reporting
Management of Medpace Holdings, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements in the consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making these assessments, management used the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on management’s assessment and the criteria in the COSO framework, management has concluded that the Company’s internal control over financial reporting as of December 31, 2025 was effective.
The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Medpace Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Medpace Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations , comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Clinical Research– Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company recognizes contract revenue over the contract term as the service progresses, as the transfer of control to the customer is continuous. Substantially all of the Company’s clinical research contracts consist of a single performance obligation as the promise to transfer individual services described in the contracts are not separately identifiable from other promises in the contracts, and therefore not distinct. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating costs to complete a contract for the performance obligation, which includes direct costs, reimbursable out-of-pocket costs, and reimbursable investigator site payments. Contract costs are recognized as incurred, and revenue recognition is based on cost incurred to date for the services provided compared to the total estimated costs to complete a contract.
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Given the judgments necessary to estimate costs to complete a contract for the performance obligation used to recognize revenue for certain clinical research contracts over time, auditing such estimates required extensive audit effort due to the complexity of contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of costs to complete a contract for the performance obligation used to recognize revenue for clinical research contracts included the following, among others:
• We tested the effectiveness of controls over revenue recognized throughout the contract term, including management’s controls over estimates of future services to be delivered and costs to be incurred under the contract.
• We selected a sample of contracts and performed the following:
◦ Evaluated whether the contracts were properly included in management’s calculation of contract revenue based on the terms and conditions of each selected contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
◦ Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any pricing modifications and scope changes that were agreed upon with the customers.
◦ Tested management’s identification of distinct performance obligations by evaluating whether the progress of performance completed or delivered to date compared to total services to be delivered under the terms of the arrangement.
◦ Evaluated estimates of costs to complete a contract for the performance obligation by:
▪ Comparing costs incurred to date to the costs management estimated to be incurred to date.
▪ Evaluating management’s ability to achieve the estimates of total contract cost by performing corroborating inquiries with the Company’s project managers and financial analysts, and comparing the estimates to management’s work plans and cost estimates.
◦ Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.
• We selected a sample of costs related to performance obligations and tested the accuracy and completeness of those costs incurred during the year.
• We selected a sample of contracts and evaluated management’s ability to estimate total contract costs accurately by comparing actual costs to management’s historical estimates.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 10, 2026
We have served as the Company's auditor since 2002.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Medpace Holdings, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Medpace Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 10, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 10, 2026
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share amounts)
As Of December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 497,049   $ 669,436  
Accounts receivable and unbilled, net (includes $ 3.5 million and $ 4.2 million with related parties at December 31, 2025 and 2024, respectively)
402,078   296,443  
Prepaid expenses and other current assets 90,497   63,350  
Total current assets 989,624   1,029,229  
Property and equipment, net 131,055   123,615  
Operating lease right-of-use assets 117,815   128,649  
Goodwill 662,396   662,396  
Intangible assets, net 33,420   34,366  
Deferred income taxes 19,223   100,357  
Other assets 21,939   22,254  
Total assets $ 1,975,472   $ 2,100,866  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable (includes $ 0.3 million and $ 0.2 million with related parties at December 31, 2025 and 2024, respectively)
$ 28,142   $ 32,528  
Accrued expenses 408,382   307,807  
Advanced billings (includes $ 12.3 million and $ 14.6 million with related parties at December 31, 2025 and 2024, respectively)
854,390   710,585  
Other current liabilities 52,834   53,633  
Total current liabilities 1,343,748   1,104,553  
Operating lease liabilities 113,643   126,234  
Deferred income tax liability 1,355   1,800  
Other long-term liabilities 57,655   42,734  
Total liabilities 1,516,401   1,275,321  
Commitments and contingencies (see Note 12)
Shareholders’ equity:
Preferred stock - $ 0.01 par-value; 5,000,000 shares authorized; 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, 2025 and 2024; 28,370,780 and 30,630,799 shares issued and outstanding at December 31, 2025 and 2024, respectively
284   306  
Treasury stock - 69,623 and 70,073 shares at December 31, 2025 and 2024, respectively
( 12,156 ) ( 12,235 )
Additional paid-in capital 935,830   844,050  
(Accumulated deficit) retained earnings ( 459,981 ) 8,167  
Accumulated other comprehensive loss ( 4,906 ) ( 14,743 )
Total shareholders’ equity 459,071   825,545  
Total liabilities and shareholders’ equity $ 1,975,472   $ 2,100,866  
See notes to consolidated financial statements.
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

Year Ended December 31,
2025 2024 2023
Revenue, net (includes $ 53.2 million, $ 50.0 million and $ 59.6 million with related parties for the years ended December 31, 2025, 2024 and 2023, respectively)
$ 2,530,234   $ 2,109,054   $ 1,885,842  
Operating expenses:
Direct service costs, excluding depreciation and amortization 732,128   682,095   638,249  
Reimbursed out-of-pocket expenses 1,037,488   770,654   723,088  
Total direct costs 1,769,616   1,452,749   1,361,337  
Selling, general and administrative 197,559   180,184   161,352  
Depreciation 27,178   27,808   24,129  
Amortization 946   1,443   2,199  
Total operating expenses 1,995,299   1,662,184   1,549,017  
Income from operations 534,935   446,870   336,825  
Other income (expense), net:
Miscellaneous (expense) income, net ( 5,338 ) 4,056   ( 655 )
Interest income (expense), net 12,780   24,996   ( 488 )
Total other income (expense), net 7,442   29,052   ( 1,143 )
Income before income taxes 542,377   475,922   335,682  
Income tax provision 91,254   71,536   52,872  
Net income $ 451,123   $ 404,386   $ 282,810  
Net income per share attributable to common shareholders:
Basic $ 15.64   $ 13.06   $ 9.20  
Diluted $ 15.28   $ 12.63   $ 8.88  
Weighted average common shares outstanding:
Basic 28,846 30,957 30,722
Diluted 29,527 32,014 31,841

See notes to consolidated financial statements.
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

Year Ended December 31,
2025 2024 2023
Net income $ 451,123   $ 404,386   $ 282,810  
Other comprehensive income (loss)
Foreign currency translation adjustments, net of taxes 9,837   ( 4,671 ) 2,320  
Comprehensive income $ 460,960   $ 399,715   $ 285,130  

See notes to consolidated financial statements.
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands)
Common
Stock Treasury
Stock Additional
Paid-In
Capital (Accumulated
Deficit)
Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
BALANCE — December 31, 2022 $ 309   $ ( 12,497 ) $ 770,794   $ ( 359,827 ) $ ( 12,392 ) $ 386,387  
Net income 282,810   282,810  
Foreign currency translation 2,320   2,320  
Stock-based compensation expense 20,516   20,516  
Stock options exercised 7   11,371   11,378  
Repurchases of common stock ( 8 ) ( 144,453 ) ( 144,461 )
Re-issuance of treasury stock 175   ( 175 ) —  
BALANCE — December 31, 2023 $ 308   $ ( 12,322 ) $ 802,681   $ ( 221,645 ) $ ( 10,072 ) $ 558,950  
Net income 404,386   404,386  
Foreign currency translation ( 4,671 ) ( 4,671 )
Stock-based compensation expense 25,514   25,514  
Stock options exercised 3   15,855   15,858  
Repurchases of common stock ( 5 ) ( 174,487 ) ( 174,492 )
Re-issuance of treasury stock 87   ( 87 ) —  
BALANCE — December 31, 2024 $ 306   $ ( 12,235 ) $ 844,050   $ 8,167   $ ( 14,743 ) $ 825,545  
Net income 451,123   451,123  
Foreign currency translation 9,837   9,837  
Stock-based compensation expense 34,786   34,786  
Stock options exercised 7   56,994   57,001  
Repurchases of common stock ( 29 ) ( 919,192 ) ( 919,221 )
Re-issuance of treasury stock 79   ( 79 ) —  
BALANCE — December 31, 2025 $ 284   $ ( 12,156 ) $ 935,830   $ ( 459,981 ) $ ( 4,906 ) $ 459,071  

See notes to consolidated financial statements.
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 451,123   $ 404,386   $ 282,810  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 27,178   27,808   24,129  
Amortization 946   1,443   2,199  
Stock-based compensation expense 34,786   25,514   20,516  
Noncash lease expense 23,014   23,124   19,646  
Deferred income tax provision (benefit) 80,773   ( 26,632 ) ( 25,117 )
Other ( 875 ) ( 4,009 ) 2,705  
Changes in assets and liabilities:
Accounts receivable and unbilled, net ( 106,215 ) 2,242   ( 48,282 )
Prepaid expenses and other current assets ( 27,101 ) ( 12,090 ) 2,986  
Accounts payable 2,629   ( 2,965 ) 1,051  
Accrued expenses 97,083   16,882   82,080  
Advanced billings 143,805   150,725   97,131  
Lease liabilities ( 25,160 ) ( 21,407 ) ( 18,873 )
Other assets and liabilities, net 11,237   23,794   ( 9,607 )
Net cash provided by operating activities 713,223   608,815   433,374  
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment expenditures ( 31,356 ) ( 36,548 ) ( 36,648 )
Other 216   8,240   2,019  
Net cash used in investing activities ( 31,140 ) ( 28,308 ) ( 34,629 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock option exercises 57,001   15,858   11,378  
Repurchases of common stock ( 917,389 ) ( 169,867 ) ( 144,020 )
Proceeds from revolving loan —   —   105,000  
Payments on revolving loan —   —   ( 155,000 )
Net cash used in financing activities ( 860,388 ) ( 154,009 ) ( 182,642 )
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,918   ( 2,511 ) 1,081  
(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  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 497,049   $ 669,436   $ 245,449  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—
Cash paid during the period for income taxes $ 39,719   $ 83,567   $ 76,353  
Cash paid during the period for interest $ —   $ 171   $ 3,056  
Acquisition of property and equipment—non-cash $ 1,645   $ 4,984   $ 5,254  
Share repurchases—non-cash $ —   $ 4,347   $ —  

See notes to consolidated financial statements.
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MEDPACE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 and 2024, and for the Years Ended December 31, 2025, 2024 and 2023

1. BASIS OF PRESENTATION
Description of Business
Medpace Holdings, Inc. together with its subsidiaries, (“Medpace” or the “Company”), a Delaware corporation, is a global provider of clinical research-based drug and medical device development services. The Company partners with pharmaceutical, biotechnology, and medical device companies in the development and execution of clinical trials. The Company’s drug development services focus on full service Phase I-IV clinical development services and include development plan design, coordinated central laboratory, project management, regulatory affairs, clinical monitoring, data management and analysis, pharmacovigilance new drug application submissions, and post-marketing clinical support. The Company also provides bio-analytical laboratory services, clinical human pharmacology, imaging services, and electrocardiography reading support for clinical trials.
The Company’s operations are principally based in North America, Europe, and Asia.
Share Repurchases
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. The Company constructively retires the repurchased shares associated with these approved share repurchase programs, except for a small portion which were retained as Treasury Shares on the consolidated statements of shareholders' equity. Retired share repurchase amounts paid in excess of par value are reflected within Retained earnings/Accumulated deficit in the Company’s consolidated balance sheets. The repurchase programs may be suspended or discontinued at any time without notice .

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Significant items that are subject to management estimates and assumptions include revenue, net, allowances for doubtful accounts, acquisition purchase price allocations, long-lived asset impairment and useful lives, exit liabilities, stock-based compensation, uncertain income tax positions and contingencies.
Reportable Segments
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
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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 one operating segment. Therefore, results of operations are presented as one reportable segment.
Foreign Currencies
Assets and liabilities recorded in foreign currencies on foreign subsidiary financial statements are translated at the exchange rate on the balance sheet date, while equity accounts are translated at historical exchange rates. Revenue and expenses are recorded at average rates of exchange during the year. 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 (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
The Company generally enters into contracts with customers to provide services ranging in duration from a few months to several years. The contract terms generally provide for payments based on a fixed fee or unit-of-service arrangement. The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue on contracts is recognized when or as the Company satisfies the contract performance obligations, at the amount that reflects the Company’s cumulative progress toward delivery of the performance obligation. This progress assessment is applied to the amount of consideration to which the Company expects to be paid for delivery of the performance obligation. The Company’s performance obligations are generally satisfied over time and related revenue is recognized as services are provided to meet these obligations.
Contract Assumptions
An arrangement is accounted for as a contract within the scope of ASC 606 when the Company and its customers approve the contract, are committed to perform their respective obligations, each party can identify its rights regarding the goods or services to be transferred, commercial substance is present, and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
For the Company’s services to meet this criteria, contracts generally need to be written, pending regulatory hurdles required to commence work must be cleared, the study protocol must be completed, the customer must have adequate funding or reasonable path to funding to execute the contracted portion of the study, and the study must be actively moving forward. Once these criteria have been met, it is deemed that the Company and its customers are committed to perform their respective obligations. Depending on the timing of when these criteria are met, revenue recognition may vary significantly on a period over period basis.
Accounting for contracts performed over a period of time involves the use of various assumptions to estimate total contract revenue and costs. The Company estimates expected costs to complete a contract and recognizes contracted revenue over the life of the contract as those costs are incurred.
Cost estimates are based on a detailed project budget and are developed based on many variables, including, but not limited to, the scope of the work, the complexity of the study, the participating geographic locations and the Company’s historical experience. To assist with the estimation of costs expected at completion over the life of a project, regular contract reviews are performed in which performance to date is compared to the most current estimate to complete assumptions. The reviews include an assessment of costs incurred to date compared to expectations based on budget assumptions and other circumstances specific to the project. 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,
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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.
Contracts generally provide for pricing modifications upon scope of work changes. The Company recognizes revenue, at an amount to which it expects to be entitled, related to work performed in connection with scope changes when the underlying services are performed and a binding contractual commitment has been established with the customer. If the Company’s customers do not agree to contract changes upon changes in the Company’s scope of work, the Company could be exposed to cost overruns and reduced contract profitability. Costs are not deferred in anticipation of contracts being awarded or amendments being finalized, but are expensed as incurred.
Most contracts are terminable by the customer, either immediately or according to advance notice terms specified within the contracts. These contracts require payment of fees for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract. Final settlement amounts are agreed to with the customer based on remaining work to be performed. These amounts are included in revenue when the Company believes the amount can be estimated reliably and its realization is probable. In evaluating the probability of recognition, the Company considers the contractual basis for the settlement amount and the objective evidence available to support the amount.
Certain contracts contain volume rebate arrangements with our customers that provide for rebates if certain specified spending thresholds are met. These obligations are considered as a reduction in revenue when it appears probable that the arrangement thresholds will be met, which can be at contract inception. Total revenue is presented net of rebates of $ 16.8 million, $ 14.6 million and $ 12.1 million in the consolidated statements of operations during the years ended December 31, 2025, 2024 and 2023, respectively.
The Company occasionally enters into incentive fee arrangements with customers that provide for additional compensation if certain defined contractual milestones or performance thresholds are met. These additional fees are included in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee and when achievement of the incentive milestone is deemed probable. These estimates are based on anticipated performance, the Company’s best judgment at the time or ultimately, upon achievement of the threshold or milestone.
The Company records revenue net of any tax assessments by governmental authorities that are imposed and concurrent with specific revenue generating transactions.
Performance Obligations
Substantially all of the Company’s contracts consist of a single performance obligation, as the promise to transfer the individual services described in the contracts are not separately identifiable from other promises in the contracts, and therefore not distinct. Revenue recognition is determined by assessing the progress of performance completed or delivered to date compared to total services to be delivered under the terms of the arrangement. The measures utilized to assess progress on the satisfaction of performance are specific to the performance obligation identified in the contract.
For the majority of the Company’s contract performance obligations, it utilizes the input method of cost to cost to measure progress, as the Company has determined that it is the most consistent measure of progress among contract tasks and represents the most faithful depiction of the transfer of services over the contract life. Under this method, the Company determines cost incurred to date for the services it provides compared to the total estimated costs at completion.
For certain other contractual performance obligations, the Company has determined that an output method is the best measure of progress. These relate to certain unitized contracts, and the Company recognizes revenue in the period in which the unit is delivered compared to total contracted units.
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. 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.
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Concentration of Credit Risk
Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and accounts receivable. The cash and cash equivalent balances are held and maintained with financial institutions with reputable credit ratings and, consequently, the Company believes that such funds are subject to minimal credit risk.
The Company generally does not require collateral or other securities to support customer receivables. In the years ended December 31, 2025, 2024 and 2023, credit losses have been immaterial and within management’s expectations. At December 31, 2025 and 2024, there were no customers accounting for more than 10% of the Company’s accounts receivable.
Costs and Expenses
The Company incurs costs associated with service delivery including direct labor and related employee benefits, laboratory supplies, and other expenses. These costs are recorded in Direct service costs, excluding depreciation and amortization as a component of Total direct costs in the accompanying consolidated statements of operations. In addition, the Company incurs expenses on behalf of its customers for various project expenditures including, but not limited to, investigator site payments, travel, meetings, printing, and shipping and handling fees that are reimbursed by its customers at cost. These costs are included in Reimbursable out-of-pocket expenses as a component of Total direct costs in the accompanying consolidated statements of operations. Total direct costs are expensed as incurred and are not deferred in anticipation of contracts being awarded or finalization of changes in scope. Selling, general and administrative includes administrative payroll and related employee benefits, sales and marketing expenses, administrative travel, and other expenses not directly related to service delivery. Rent, utilities, supplies, and software license expenses are allocated between Total direct costs, and Selling, general and administrative based on the estimated contribution among service delivery and support function efforts on a percentage basis. Depreciation and amortization is reported separately in the accompanying consolidated statements of operations. Costs of sales and marketing activities not subject to recovery pursuant to customer contracts, such as feasibility assessments and negotiation of contracts, are expensed as incurred and recorded as a component of Selling, general and administrative in the accompanying consolidated statements of operations.
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 were incurred during the years ended December 31, 2025, 2024 and 2023.
Income Taxes
The Company’s consolidated US federal income tax return is comprised of its US subsidiaries, its foreign branches and certain foreign subsidiaries.
The Company provides for income taxes on all transactions that have been recognized in the consolidated financial statements in accordance with accounting guidance governing income tax accounting. Accordingly, the impact of changes in income tax laws on deferred tax assets and deferred tax liabilities are recognized in net earnings in the period during which such changes are enacted.
The Company records deferred tax assets and liabilities based on temporary differences between the financial statement bases and tax bases of assets and liabilities. Deferred tax assets are recorded for tax benefit carryforwards using tax rates anticipated to be in effect in the year in which the temporary differences are expected to reverse. 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. 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.
The Company’s accounting position is that unremitted foreign earnings are indefinitely reinvested. Therefore, the Company has not recorded deferred foreign withholding taxes on the unremitted foreign earnings. 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.
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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. Changes in judgments as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate, and, consequently, the Company’s consolidated financial results. The Company considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. The Company determines its liability for uncertain tax positions globally. If the payment of these amounts ultimately proves to be unnecessary, the reversal of liabilities would result in tax benefits being recognized in the period when it is determined the liabilities are no longer necessary. If the calculation of the liability related to uncertain tax positions proves to be more or less than the ultimate assessment, a tax expense or tax benefit would result. Interest and penalties associated with uncertain tax positions are recognized as components of the Company’s Income tax provision.
Stock-Based Compensation
The Company has stock-based employee compensation plans for which it incurs compensation expense.
Equity Awards
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 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. Stock-based compensation expense is allocated between Total direct costs, and Selling, general and administrative in the consolidated statements of operations based on the underlying classification and scope of work for the employees receiving the Awards.
Net Income Per Share
Basic and diluted earnings or loss per share (EPS) are computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company’s RSAs are considered participating securities because they are legally issued at the date of grant and holders are entitled to receive non-forfeitable dividends during the vesting term.
The computation of diluted EPS includes additional common shares, such as unvested RSUs and stock options with exercise prices less than the average market price of the Company’s common stock during the period (“in-the-money options”), which would be considered outstanding. 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. The Company does not compute diluted EPS in cases where the inclusion of such additional shares would be anti-dilutive in effect.
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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):

Year Ended December 31,
2025 2024 2023
Weighted-average shares:
Common shares outstanding 28,846   30,957   30,722  
RSAs —   3   21  
Total weighted-average shares 28,846   30,960   30,743  
Earnings per common share—Basic
Net income $ 451,123   $ 404,386   $ 282,810  
Less: Undistributed earnings allocated to RSAs —   ( 44 ) ( 191 )
Net income available to common shareholders—Basic $ 451,123   $ 404,342   $ 282,619  

Net income per common share—Basic $ 15.64   $ 13.06   $ 9.20  

Basic weighted-average common shares outstanding 28,846   30,957   30,722  
Effect of diluted shares 681   1,057   1,119  
Diluted weighted-average shares outstanding 29,527   32,014   31,841  

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

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
The Company follows accounting guidance related to fair value measurements that defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy for inputs used in measuring fair value. This hierarchy maximizes the use of “observable” inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy specifies three levels based on the inputs, as follows:
Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2: Valuations based on directly observable inputs or unobservable inputs corroborated by market data.
Level 3: Valuations based on unobservable inputs supported by little or no market activity representing management’s determination of assumptions of how market participants would price the assets or liabilities.
The fair value of financial instruments such as cash and cash equivalents, accounts receivable and unbilled, net, accounts payable, accrued expenses, and advanced billings approximate their carrying amounts due to their short term maturities.
The Company does not have any material recurring fair value measurements as of December 31, 2025 and 2024. There were no material transfers between Level 1, Level 2, or Level 3 during the years ended December 31, 2025, 2024 and 2023.
Cash and Cash Equivalents, including Restricted Cash
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.
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Accounts Receivable and Unbilled, Net
Accounts receivable represent amounts due from the Company’s customers who are concentrated primarily in the pharmaceutical, biotechnology, and medical device industries. Unbilled services represent revenue recognized to date that is currently not billable to the customer pursuant to contractual terms. In general, amounts become billable upon the achievement of negotiated contractual events or in accordance with predetermined payment schedules. Amounts classified to unbilled services are those billable to customers within one year from the respective balance sheet date.
The Company grants credit terms to its customers prior to signing a service contract and monitors the creditworthiness of its customers on an ongoing basis. The Company maintains an allowance for doubtful accounts based on specific identification of accounts receivable that are at risk of not being collected. Uncollectible accounts receivable are written off only after all reasonable collection efforts have been exhausted. Moreover, in some cases the Company requires advance payment from its customers for a portion of the study contract price upon the signing of a service contract. These advance payments are deferred and recognized as revenue as services are performed.
Inventory
Inventory, which consists primarily of laboratory supplies, is valued at the lower of cost or market. Inventory is stated at purchased cost using the first-in, first out (FIFO) cost method. The inventory balance is included in Prepaid expenses and other current assets in the consolidated balance sheets.
Property and Equipment
Property and equipment is recorded at cost. Depreciation is provided on the straight-line method at rates adequate to allocate the cost of the applicable assets over their estimated useful lives, which is three to five years for computer hardware, software, phone, and medical imaging equipment, five to seven years for furniture and fixtures and other equipment, and thirty to forty years for buildings. The Company capitalizes costs of computer software developed for internal use and amortizes these costs on a straight-line basis over the estimated useful life, not to exceed three years . Leasehold improvements are capitalized and amortized on a straight-line basis over the shorter of the estimated useful life of the improvement or the associated remaining lease term. Repairs and maintenance are expensed as incurred.
Leases
The Company enters into contracts to lease facilities and equipment to be used in its operations. At contract inception, the Company determines whether a contract contains a lease within the scope of Accounting Standard Codification Topic 842, Leases (ASC 842), and determines the appropriate classification of the lease as either operating or finance.
Contracts containing operating leases are recorded on the consolidated balance sheets within Operating lease right-of-use (ROU) assets, Other current liabilities, and Operating lease liabilities. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term as of the lease commencement date. In addition, operating ROU assets also include lease payments made and exclude lease incentives and initial direct costs incurred. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term within Total direct costs and Selling, general, and administrative expenses. Variable lease costs are primarily related to adjustments for inflation, common area maintenance and property tax and are recognized within Total direct costs and Selling, general and administrative expenses.
Contracts containing finance leases are recognized initially in the same manner as Operating lease ROU assets and liabilities; however, they are recorded on the consolidated balance sheets within Property and equipment, net, Other current liabilities, and Other long-term liabilities. Finance lease assets are subsequently amortized on a straight line basis over the lease term within Depreciation expense, while the lease liability is accreted within Interest expense, net utilizing the discount rate determined at lease commencement and reduced by periodic lease payments over the lease term. Currently, the Company does not have any finance leases.
The discount rate utilized in determining the present value of future payments for both operating and finance leases, unless implicit in the lease contract, is determined based on the Company’s collateralized incremental borrowing rate based on the information available at lease commencement.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as determined at lease commencement.
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Many of our lease agreements have both lease and non-lease components, which the Company has elected to treat as a single lease component for recognition purposes.
The Company may enter into short-term leases (leases with a lease term of less than one year), which it has elected not to capitalize as assets and liabilities on the consolidated balance sheets, but instead recognizes lease payments within Total direct costs and Selling, general, and administrative expenses on a straight line basis over the lease term.
Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. The carrying value of goodwill is reviewed at least annually for impairment, or as indicators of potential impairment are identified, at the reporting unit level. The reporting units are Phase I-IV clinical research services and Laboratories as of December 31, 2025.
The Company performs its annual impairment tests during the fourth quarter each year, comparing the fair value of each of our reporting units with its carrying amount, inclusive of goodwill. A goodwill impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. Fair value is estimated using a combination of the income approach, a discounted cash flow analysis, and the market approach, utilizing the guideline company method. There was no indication of impairment related to goodwill based on the fourth quarter 2025 assessment.
Intangible Assets
The Company has an indefinite lived intangible asset related to its trade name. The carrying value of the trade name asset is reviewed at least annually for impairment, or as indicators of potential impairment are identified. The Company performs its annual impairment test in the fourth quarter each year in conjunction with its annual assessment of goodwill. The assessment consists of comparing the carrying value of the indefinite lived intangible asset to its estimated fair value, utilizing the relief from royalty method, an income approach valuation. There was no indication of impairment related to the trade name asset based on the fourth quarter 2025 assessment.
Finite-lived intangible assets consist mainly of the value assigned to customer relationships and developed technologies. Finite-lived intangible assets are amortized straight-line or using an accelerated method over their estimated useful lives of fifteen years .
Impairment of Long-Lived Assets
Long-lived assets, primarily property and equipment and finite-lived intangible assets, are reviewed for impairment and the reasonableness of the estimated useful lives whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable or that a change in useful life may be appropriate. Recoverability for long-lived assets is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate to the carrying amount of the assets. If the undiscounted cash flows are less than the carrying amount of the assets, then the Company reduces the carrying value of the assets to estimated fair values, which are primarily based upon forecasted discounted cash flows. Fair value of long-lived assets is determined based on a combination of discounted cash flows and market multiples. There was no indication of impairment related to long-lived assets based on the fourth quarter 2025 assessment.
Advanced Billings
Advanced billings represents cash received from customers, or billed amounts per an agreed upon payment schedule, in advance of services being performed or revenue being recognized.
Government Assistance
The Company receives government incentives from domestic and foreign governments. The incentives come in various arrangements, but consist primarily in the form of tax credits, economic development grants and property tax abatement credits.
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Tax credits are available to the Company, in certain jurisdictions, for qualifying research and development spend as well as for certain employment related milestone agreements. These tax credits are recorded on a jurisdiction-by-jurisdiction basis upon the first instance of the credit being monetized. Upon achieving a history of monetization in a jurisdiction, income is typically estimated as the activities or contractual requirements defined in the applicable agreements occur. Depending on the jurisdiction laws and regulations, credits can be monetized immediately or up to 3 years after the credits have been submitted to the relevant taxing agencies.
The Company receives grants from certain jurisdictions for economic development projects, based on job growth, employee retention and capital investment commitments. These grant funds are reimbursed to the Company upon achieving certain milestones and recognized as eligible costs are incurred.
Property tax abatement credits are available to the Company in certain jurisdictions that reduce the cost of renting or owning real and business personal property. These credits are monetized through reductions to the real estate tax liability at the time payments are due and recognized as real estate taxes are incurred.
Government incentives are recorded in accordance with their purpose, net of fees incurred to monetize the benefit, as a reduction of expense within Direct service costs, excluding depreciation and amortization and Selling, general and administrative in the consolidated statements of operations. The Company recognized government assistance income, net of $ 24.5  million, $ 20.7  million and $ 15.5  million during the years ended December 31, 2025, 2024 and 2023, respectively. Government assistance receivables are recorded in the consolidated balance sheets based on the expected timing of monetizing the benefit. Government assistance receivables recorded on the December 31, 2025 consolidated balance sheets are expected to be recovered through 2029. The Company recorded receivables related to government assistance programs at December 31, 2025 of $ 24.5  million in Prepaid expenses and other current assets and $ 11.8  million in Other assets , respectively. Additionally, the Company recorded a reduction to Property and equipment, net of $ 2.7  million and Other long-term liabilities related to leases not yet commenced of $ 14.2  million as of December 31, 2025, respectively. 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
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which requires entities to enhance disclosures around segment reporting. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. 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 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 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 November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. 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
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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.

3. CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets and liabilities are reflected in the Company’s consolidated balance sheets within the accounts reflected below.
Contract Assets
Accounts receivable represent amounts due from the Company’s customers who are concentrated primarily in the pharmaceutical, biotechnology, and medical device industries. Unbilled represents revenue recognized to date that has not been billed or is not yet contractually billable to the customer. In general, amounts become billable upon the achievement of negotiated contractual events, in accordance with predetermined payment schedules or when a reimbursable expense has been incurred. Amounts classified to unbilled are those billable to customers within one year from the respective balance sheet date.
Accounts receivable and unbilled, net consisted of the following at December 31 (in thousands):

2025 2024
Accounts receivable $ 376,755   $ 291,096  
Unbilled receivables 25,352   5,347  
Less: allowance for doubtful accounts ( 29 ) —  
Total accounts receivable and unbilled, net $ 402,078   $ 296,443  

Contract Liabilities
Advanced billings represents cash received from customers, or billed amounts per an agreed upon payment schedule, in advance of services being performed or revenue being recognized. During the years ended December 31, 2025 and 2024, the Company recognized approximately $ 613.4 million and $ 498.5 million, respectively, of revenue that was included in the Advanced billings balance at the beginning of the year.
Advanced billings consisted of the following at December 31 (in thousands):

2025 2024
Advanced billings $ 854,390   $ 710,585  

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

Year Ended December 31,
2025 2024 2023
Allowance for doubtful accounts - beginning balance $ —   $ ( 7 ) $ ( 170 )
Current year provision ( 29 ) ( 113 ) ( 3,420 )
Write-offs, recoveries and the effects of foreign currency exchange —   120   3,583  
Allowance for doubtful accounts - ending balance $ ( 29 ) $ —   $ ( 7 )

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4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following at December 31, (in thousands):

2025 2024
Land $ 5,140   $ 5,032  
Equipment 53,352   45,643  
Furniture, fixtures, and leasehold improvements 107,213   102,234  
Computer hardware, software, and phone equipment 35,396   32,593  
Buildings 40,453   15,815  
Construction-in-progress 12,773   21,167  
Property and equipment at cost 254,327   222,484  
Less: Accumulated depreciation ( 123,272 ) ( 98,869 )
Property and equipment, net $ 131,055   $ 123,615  

Depreciation expense was $ 27.2 million, $ 27.8 million and $ 24.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Total assets reflected on the balance sheet and not remeasured to fair value on a recurring basis, identified as Level 3 measurements, as of December 31, 2025 are $ 694.0 million, comprised of $ 662.4 million of goodwill and $ 31.6 million of identified indefinite-lived intangible assets. Accumulated goodwill impairment losses to date amounts to $ 9.3 million, all of which was recognized in the year ended December 31, 2015.
Intangible Assets, Net
Intangible assets, net consisted of the following at December 31 (in thousands):

2025 2024
Intangible assets:
Finite-lived intangible assets:
Carrying amount:
Customer relationships $ 145,051   $ 145,051  
Accumulated amortization:
Customer relationships ( 143,277 ) ( 142,331 )
Total finite-lived intangible assets, net 1,774   2,720  
Trade name (indefinite-lived) 31,646   31,646  
Total intangible assets, net $ 33,420   $ 34,366  

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):

Amortization
2026 $ 620  
2027 577  
2028 577  
$ 1,774  

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6. ACCRUED EXPENSES
Accrued expenses consisted of the following at December 31 (in thousands):

2025 2024
Employee compensation and benefits $ 80,139   $ 84,929  
Project related reimbursable expenses 316,013   212,008  
Other 12,230   10,870  
Total accrued expenses $ 408,382   $ 307,807  

7. DEBT
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.

8. LEASES
The Company enters into leases for real estate and equipment. Real estate leases are for our corporate office space and laboratories around the world. Real estate leases have remaining lease terms of less than 1 year to 15 years.
Many of the Company’s leases include options to extend the leases on a month to month basis or for set periods for up to 20 years. Many leases also include options to terminate the leases within 1 year or per other contractual terms.
The components of lease expense were as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Operating lease cost $ 31,057   $ 31,593   $ 27,919  
Variable lease cost $ 12,390   $ 11,409   $ 9,455  

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Supplemental cash flow information related to the leases was as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 25,889   $ 22,413   $ 19,829  

Right-of-use assets obtained in exchange for lease obligations:
Operating leases 8,369   9,163   23,960  

Supplemental balance sheet information related to the leases was as follows at December 31 (in thousands):

2025 2024
Operating lease right-of-use assets - related parties $ 68,416   $ 74,889  
Operating lease right-of-use assets - non-related parties 49,399   53,760  
Operating lease right-of-use assets $ 117,815   $ 128,649  

Other current liabilities - related parties 6,915   6,310  
Other current liabilities - non-related parties 16,294   16,979  
Other current liabilities $ 23,209   $ 23,289  

Operating lease liabilities - related parties 77,344   84,259  
Operating lease liabilities - non-related parties 36,299   41,975  
Operating lease liabilities 113,643   126,234  
Total operating lease liabilities $ 136,852   $ 149,523  

Weighted Average Remaining Lease Term (years)
Operating leases 9.1 9.6
Weighted Average Discount Rate
Operating leases 5.7   % 5.7   %

Lease payments due related to lease liabilities as of December 31, 2025 were as follows (in thousands):

Related Party
Operating Leases Non-Related Parties
Operating Leases Total
Operating Leases
2026 $ 11,807   $ 18,036   $ 29,843  
2027 10,839   15,239   26,078  
2028 8,609   9,897   18,506  
2029 8,824   6,859   15,683  
2030 9,045   4,285   13,330  
Later years 73,800   3,650   77,450  
Total lease payments 122,924   57,966   180,890  
Less: imputed interest ( 38,665 ) ( 5,373 ) ( 44,038 )
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.
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9. SHAREHOLDERS’ EQUITY
Stock-Based Compensation
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 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 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. 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 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. 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 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 Amended 2016 Plan totaled 1.9  million and 2.1  million at December 31, 2025 and 2024, respectively.
Equity Awards
Valuation Assumptions
The Company determines the fair value of stock options using the Black-Scholes-Merton option pricing model (the “BSM Model”). The BSM Model is primarily affected by the fair value of the Company’s common stock (see restricted share valuation discussion below), the expected holding period for the option, expected stock price volatility over the term of the awards, the risk-free interest rate, and expected dividends.
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The following table sets forth the key weighted-average assumptions used in the BSM Model to calculate the fair value of options:

Year Ended December 31,
2025 2024 2023
Expected holding period - years 4.9 4.3 4.1
Expected volatility 43.5 % 43.4 % 45.4 %
Risk-free interest rate 4.1 % 3.7 % 3.8 %
Expected dividend yield 0.0 % 0.0 % 0.0 %

The assumptions used in the table above reflect grant date inputs to arrive at the grant date fair values for stock options subject to equity-classified stock compensation accounting.
The expected holding period represents the period of time the grants are expected to be outstanding. The Company uses the simplified method, as prescribed by accounting guidance governing such awards, to calculate the expected holding period for options granted to employees as we do not have sufficient historical evidence data to provide a reasonable basis upon which to estimate the expected holding period. For options valued by the Company for the years ended December 31, 2025, 2024 and 2023, respectively, the expected holding period is based on an average between the midpoint of the vesting date and the expiration date of the options.
Due to the lack of Company specific historical and implied volatility data, our estimate of expected volatility is based upon a blended approach that utilizes the historical volatility of the Company's common stock for periods in which the Company has sufficient information and the historical volatility of a group of peer companies that are most representative of our company.
The risk-free interest rate is based on the yield on U.S. Treasury obligations with remaining durations equal to the expected holding period of the options. The expected dividend yield is assumed to be zero based on recent and anticipated dividend activity.
The fair value of restricted shares is based upon the market price of the Company’s common stock on the date of grant as listed on the NASDAQ.
The following table summarizes the grant date fair values of stock options and restricted shares issued during the period as well as the allocation of stock-based compensation expense to Total direct costs, and Selling, general and administrative reported in the consolidated statements of operations:

Year Ended December 31,
2025 2024 2023
Weighted average, grant date fair value
Stock options $ 140.34   $ 148.85   $ 85.30  
Restricted shares (RSAs and RSUs) $ 353.93   $ 372.17   $ 225.69  

Stock-based compensation expense allocated to:
Total direct costs $ 13,612   $ 11,117   $ 11,099  
Selling, general, and administrative 21,174   14,397   9,417  
Total stock-based compensation expense $ 34,786   $ 25,514   $ 20,516  

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Award Activity
The following table sets forth the Company’s stock option activity:

Year Ended December 31,
2025 2024 2023
Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options Weighted Average Exercise Price
Outstanding - beginning of Period 1,143,368 $ 130.33   1,343,287 $ 100.75   1,629,148 $ 89.71  
Granted 127,764 $ 325.60   81,192 $ 378.45   12,437 $ 211.25  
Exercised ( 639,729 ) $ 89.10   ( 274,733 ) $ 57.73   ( 287,048 ) $ 39.64  
Cancelled/Forfeited/Expired ( 12,722 ) $ 227.08   ( 6,378 ) $ 186.83   ( 11,250 ) $ 183.04  
Outstanding - end of period 618,681 $ 211.29   1,143,368 $ 130.33   1,343,287 $ 100.75  

Exercisable - end of period 450,986 $ 209.15   814,980 $ 110.86   901,865 $ 74.79  

The following table sets forth the Company’s Restricted Share activity:

Year Ended December 31,
2025 2024 2023
Shares/Units Shares/Units Shares/Units
Outstanding and unvested - beginning of period 365,492 390,998 523,377
Granted 41,461 132,917 46,836
Vested ( 62,176 ) ( 130,934 ) ( 154,618 )
Forfeited ( 20,260 ) ( 27,489 ) ( 24,597 )
Outstanding and unvested - end of period 324,517 365,492 390,998

The following table summarizes information about stock options expected to vest, stock options exercisable, and unvested restricted share awards expected to vest at December 31, 2025:

Weighted Average
Exercise
Price Stock
Options Restricted
Shares/Units Weighted Average
 Remaining
Life (Years)
Number of stock options expected to vest $ 211.29   618,681 3.8
Number of restricted shares/units expected to vest 324,517
Total expected to vest 618,681 324,517
Total stock options exercisable $ 209.15   450,986 4.0
Unrecognized compensation cost (in thousands) $ 7,557   $ 49,409  
Weighted average years over which unrecognized compensation cost will be recognized 3.8 3.6

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The following table sets forth the aggregate intrinsic value of stock options exercised, the fair values of awards vested, and share based liabilities settled during the respective periods (in thousands):

Year Ended December 31,
2025 2024 2023
Total intrinsic value of stock options exercised $ 202,429   $ 89,298   $ 56,548  
Total grant-date fair value of stock options vested $ 22,179   $ 13,992   $ 3,591  
Total grant-date fair value of restricted shares vested $ 10,827   $ 12,903   $ 9,306  
Total settlement date fair value of restricted shares vested $ 35,537   $ 49,503   $ 31,842  

The actual tax benefits recognized related to stock-based compensation totaled $ 50.1 million, $ 27.8 million and $ 18.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

10. EMPLOYEE BENEFIT PLANS
The Company provides a 401(k) plan that covers substantially all U.S. employees. Participants can elect to contribute up to 50 % of their eligible earnings on a pre-tax basis, subject to Internal Revenue Service annual limitations.
The U.S.-based plan offers a year-end employer matching contribution, requiring the participant to be an employee at year-end to qualify for the match. Participants with one year or more of service are eligible for the matching contribution. Participants fully vest in the employer contributions after three years of service. The employer contribution represents a percentage of a participant’s eligible compensation. The Company’s 401(k) Plan costs were $ 10.1 million, $ 8.9 million and $ 7.4 million during the years ended December 31, 2025, 2024 and 2023, respectively, and were allocated between Total direct costs, and Selling, general and administrative in the consolidated statements of operations.
The Company has various defined contribution arrangements for eligible employees of non-U.S. entities. These defined contribution arrangements provide employees with retirement savings and life insurance benefits. The Company incurred expenses related to these arrangements of $ 4.5 million, $ 4.0 million and $ 3.3 million in the years ended December 31, 2025, 2024 and 2023, respectively, and were allocated between Total direct costs, and Selling, general and administrative in the consolidated statements of operations.
The Company is also required to pay certain minimum statutory post-employment benefits. The Company recognizes a liability and the associated expense for these benefits when it is probable that employees are entitled to the benefit.

11. INCOME TAXES
The Company files income tax returns for U.S. federal and various U.S. states, as well as various foreign jurisdictions. The liabilities for unrecognized tax benefits are carried in Other long-term liabilities on the consolidated balance sheets because the payment of cash is not anticipated within one year of the balance sheet date.
The components of income before income taxes consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Domestic $ 506,902   $ 454,452   $ 312,870  
Foreign jurisdictions 35,475   21,470   22,812  
Income before income taxes $ 542,377   $ 475,922   $ 335,682  

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Income tax provision consisted of the following (in thousands):

Current Deferred Total
Year ended December 31, 2025
U.S. Federal $ ( 2,810 ) $ 73,509   $ 70,699  
U.S. state and local 5,100   8,536   13,636  
Foreign jurisdictions 8,047   ( 1,128 ) 6,919  
$ 10,337   $ 80,917   $ 91,254  

Year ended December 31, 2024
U.S. Federal $ 80,490   $ ( 19,837 ) $ 60,653  
U.S. state and local 11,791   ( 5,707 ) 6,084  
Foreign jurisdictions 5,877   ( 1,078 ) 4,799  
$ 98,158   $ ( 26,622 ) $ 71,536  

Year ended December 31, 2023
U.S. Federal $ 64,381   $ ( 24,117 ) $ 40,264  
U.S. state and local 8,848   ( 1,869 ) 6,979  
Foreign jurisdictions 4,622   1,007   5,629  
$ 77,851   $ ( 24,979 ) $ 52,872  

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The difference between the statutory rate for federal income tax and the effective income tax rate was as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Income tax expense calculated at the federal statutory rate $ 113,899   21.0   % $ 99,944   21.0   % $ 70,493   21.0   %
Effect of:
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 )
Tax Credits:
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. Therefore, the Company has not recorded deferred foreign withholding taxes on the unremitted foreign earnings and it is not practicable to determine the amount of the additional taxes that would result if these earnings were repatriated. 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.
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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):

2025 2024
Deferred tax assets:
Accrued liabilities $ 30,474   $ 31,898  
Depreciation and amortization 900   1,222  
Net operating loss carryforwards 36,577   51  
Tax credit carryforwards 5,172   —  
Advanced billings 15,009   127,115  
Other 460   2,002  
Valuation allowance ( 1,847 ) ( 1,607 )
Total deferred tax assets 86,745   160,681  

Deferred tax liabilities:
Depreciation and amortization ( 66,131 ) ( 59,016 )
Prepaid expenses ( 1,700 ) ( 1,462 )
Other ( 1,046 ) ( 1,646 )
Total deferred tax liabilities ( 68,877 ) ( 62,124 )
Net deferred tax asset (liability) $ 17,868   $ 98,557  

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 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):

Year Ended December 31,
2025 2024 2023
Beginning Balance $ 1,607   $ 1,826   $ 430  
Additions charged to expense 572   938   1,582  
Reductions from utilization, reassessments and expirations ( 332 ) ( 1,157 ) ( 186 )
Ending Balance $ 1,847   $ 1,607   $ 1,826  

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A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Beginning Balance $ 25,527   $ 20,380   $ 15,947  
Increases in tax positions for prior years 3,459   435   —  
Decreases in tax positions for prior years ( 44 ) ( 189 ) ( 97 )
Increases in tax positions for current year 996   6,822   5,382  
Lapse in statute of limitations ( 1,413 ) ( 1,921 ) ( 852 )
Ending Balance $ 28,525   $ 25,527   $ 20,380  

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, 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.
The Company operates in various foreign, state and local jurisdictions. The number of tax years for which the statute of limitations remains open for foreign, state and local jurisdictions varies by jurisdiction and is approximately four years (2021 through 2025). 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  

12. COMMITMENTS, CONTINGENCIES, AND GUARANTEES
Legal Proceedings
Medpace periodically becomes involved in various claims and lawsuits that are incidental to its business. Management believes, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, have a material impact on the Company’s consolidated balance sheets, statements of operations, or cash flows for the years ended December 31, 2025, 2024 and 2023.
Purchase Commitments
The Company has several minimum purchase commitments for project related supplies totaling $ 18.8  million as of December 31, 2025. In return for the commitment, Medpace receives preferential pricing. The commitments expire at various times through 2030.
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13. MISCELLANEOUS (EXPENSE) INCOME, NET
Miscellaneous (expense) income, net consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Expense, net on foreign-currency transactions $ ( 7,731 ) $ ( 496 ) $ ( 1,929 )
Other income 2,393   4,552   1,274  
Miscellaneous (expense) income, net $ ( 5,338 ) $ 4,056   $ ( 655 )

14. RELATED PARTY TRANSACTIONS
Employee Loans
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 $ 0.4 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
LIB Therapeutics LLC and subsidiaries (“LIB”)
Certain executives and employees of the Company, including the chief executive officer, are members of LIB’s board of managers and/or have equity investments in LIB. The Company entered into a MSA dated November 24, 2015 with LIB, a company that engages in research, development, marketing and commercialization of pharmaceutical drugs. Subsequently, the Company and LIB have entered into several task orders for the Company to perform clinical trial related services. The Company recognized total revenue from LIB of $ 7.9 million, $ 21.7 million and $ 43.7 million during the years ended December 31, 2025, 2024 and 2023, respectively, in the Company’s consolidated statement of operations. As of December 31, 2025 and 2024, the Company had, from LIB, Advanced billings of $ 8.1 million and $ 9.5 million in the consolidated balance sheets, respectively. In addition, the Company had Accounts receivable and unbilled, net from LIB of $ 1.9 million and $ 2.8 million in the consolidated balance sheets at December 31, 2025 and 2024, respectively.
CinRX Pharma, subsidiaries and affiliates (“CinRx”)
Certain executives and employees of the Company, including the chief executive officer, are members of CinRx’s board of managers and/or have equity investments in CinRx, a biotech company. The Company and CinRx have entered into several task orders for the Company to perform clinical trial related services. During the years ended December 31, 2025, 2024 and 2023, the Company recognized total revenue from CinRx of $ 45.3 million, $ 28.3 million and $ 15.8 million in the Company’s consolidated statements of operations, respectively. As of December 31, 2025 and 2024, the Company had Advanced billings from CinRx of $ 4.3 million and $ 5.2 million in the consolidated balance sheets, respectively. 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 Summit Hotel (“The Summit”)
The Summit Hotel, located on the Medpace campus, is owned by the chief executive officer. Medpace incurs travel lodging and meeting expenses at The Summit. During the years ended December 31, 2025, 2024 and 2023, Medpace incurred expenses of $ 0.3 million, $ 0.3 million and $ 0.4 million at The Summit, respectively.
Leased Real Estate
Campus Headquarters Leases
The Company entered into an operating lease for the occupancy of office space in a building in Cincinnati, Ohio with an entity that is wholly owned by the chief executive officer of the Company. The Company has evaluated its relationship with the related party and concluded that the related party is not a variable interest entity because the Company has no direct ownership interest or relationship other than the leases. 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
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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. The Company has determined that the lease is an operating lease. Operating lease cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 2.7 million, $ 2.7 million and 2.6 million, respectively. The operating lease cost was allocated between Total direct costs and Selling, general and administrative in the consolidated statements of operations. The Operating lease right-of-use assets at December 31, 2025 and 2024 were $ 15.8 million and $ 17.6 million in the consolidated balance sheets, respectively. The current and long-term portions of the lease liabilities at December 31, 2025 were $ 1.8 million and $ 14.7 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets. The current and long-term portions of the lease liabilities at December 31, 2024 were $ 1.6 million and $ 16.5 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets.
In 2018, Medpace, Inc. entered into a multi-year lease agreement governing future occupancy of additional office space 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 began to occupy the premises in the second quarter of fiscal year 2020. The lease expires in 2040 and the Company has two 10 -year options to extend the term of the lease. The Company pays rent, taxes, insurance, and maintenance expenses that arise from the use of the property. Annual base rent for the corporate headquarters allows for adjustments to the rental rate annually for increases in the consumer price index. The Company has determined that the lease is an operating lease. 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. The Operating lease right-of-use assets at December 31, 2025 and 2024 were $ 48.4 million and $ 50.2 million in the consolidated balance sheets, respectively. The current and long-term portions of the lease liabilities at December 31, 2025 were $ 1.8 million and $ 60.2 million, respectively. The current and long-term portions of the lease liabilities at December 31, 2024 were $ 1.5 million and $ 62.0 million, respectively and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets.
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 pays rent, taxes, insurance, and maintenance expenses that arise from the use of the property. Annual base rent for the corporate headquarters allows for adjustments to the rental rate annually for increases in the consumer price index. The Company has determined that the lease is an operating lease. 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. The Operating lease right-of-use assets at December 31, 2025 and 2024 were $ 4.2 million and $ 6.4 million, respectively, in the consolidated balance sheets. The current and long-term portions of the lease liabilities at December 31, 2025 were $ 2.3 million and $ 1.9 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets. The current and long-term portions of the lease liabilities at December 31, 2024 were $ 2.2 million and $ 4.2 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets.
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. In the first quarter of 2024, the Company reduced the lease term in connection with a plan to replace the leased office beginning in early 2025. The Company pays rent, taxes, insurance, and maintenance expenses that arise from the use of the property. Annual base rent for the corporate headquarters allows for adjustments to the rental rate annually for increases in the consumer price index. The Company has determined that the lease is an operating lease. Operating lease cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 0.8 million, $ 2.9 million and $ 1.1 million, respectively. The operating lease cost was allocated between Total direct costs and Selling, general and administrative in the consolidated statements of operations. The Operating lease right-of-use assets at December 31, 2025 and 2024 were $ 0.0 million and $ 0.7 million, respectively, in the consolidated balance sheets. The current and long-term portions of the lease liabilities at December 31, 2025 were $ 1.0 million and $ 0.5 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets. The current and long-term portions of the lease liabilities at December 31, 2024 were $ 0.9 million and $ 1.5 million, respectively, and were recognized in Other current liabilities and Operating lease liabilities in the consolidated balance sheets.
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Travel Services
The Company incurs expenses for travel services for company executives provided by private aviation charter companies which is a company controlled by the chief executive officer of the Company (each a “private aviation charter”). The Company may contract directly with the private aviation charter for the use of its aircraft or indirectly through a third party aircraft management and jet charter company (the “Aircraft Management Company”). The travel services provided are primarily for business purposes, with certain personal travel paid for as part of the executives’ compensation arrangements. The Aircraft Management Company also makes the private aviation charter aircraft available to third parties. The Company incurred travel expenses of $ 2.1 million, $ 1.9 million and $ 2.0 million during the years ended December 31, 2025, 2024 and 2023, respectively. These travel expenses are recorded in Selling, general and administrative in the Company’s consolidated statements of operations. As of December 31, 2025 and 2024, the Company had Accounts payable to the Aircraft Management Company of $ 0.3 million and $ 0.2 million, respectively, in the consolidated balance sheets.

15. SEGMENT DISCLOSURES
Information about the reportable segment, significant segment expenses and a reconciliation to consolidated net income is as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Revenue, net $ 2,530,234   $ 2,109,054   $ 1,885,842  
Operating expenses:
Direct service costs, excluding depreciation and amortization - Employee compensation 588,786   545,417   499,528  
Direct service costs, excluding depreciation and amortization - Other segment items (a) 143,342   136,678   138,721  
Reimbursed out-of-pocket expenses 1,037,488   770,654   723,088  
Total direct costs 1,769,616   1,452,749   1,361,337  
Selling, general and administrative 197,559   180,184   161,352  
Depreciation 27,178   27,808   24,129  
Amortization 946   1,443   2,199  
Total operating expenses 1,995,299   1,662,184   1,549,017  
Income from operations 534,935   446,870   336,825  
Other income (expense), net:
Miscellaneous (expense) income, net ( 5,338 ) 4,056   ( 655 )
Interest income (expense), net 12,780   24,996   ( 488 )
Total other income (expense), net 7,442   29,052   ( 1,143 )
Income before income taxes 542,377   475,922   335,682  
Income tax provision 91,254   71,536   52,872  
Segment net income $ 451,123   $ 404,386   $ 282,810  

Reconciliation of profit or loss
Adjustments and reconciling items —   —   —  
Consolidated net income $ 451,123   $ 404,386   $ 282,810  

(a) Direct service costs, excluding depreciation and amortization - Other segment items includes costs related to inventory, leases, project subcontractors and other direct service costs.
Operations By Geographic Location
The Company conducts operations in North America, Europe, Asia, South America, Africa and Australia through wholly-owned subsidiaries and representative sales offices. The Company attributes revenue to geographical locations based upon the location of the contracting entity. For the years ended December 31, 2025, 2024 and 2023, total revenue attributable to the U.S. represented approximately 99 %, 98 % and 98 % of total consolidated total revenue, respectively.
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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):

2025 2024
Property and equipment, net:
United States $ 83,898   $ 80,692  
Europe
Belgium 22,998   18,557  
Other 6,822   7,456  
Total Europe 29,820   26,013  
Asia-Pacific 14,910   14,552  
Other 2,427   2,358  
Total property and equipment, net $ 131,055   $ 123,615  

Revenue by Category
The following table disaggregates the Company’s revenue by major source (in thousands):

Year Ended December 31,
2025 2024 2023
Therapeutic Area
Oncology $ 747,585   $ 651,237   $ 587,097  
Metabolic 744,957   457,542   376,842  
Other 408,548   431,384   404,844  
Central Nervous System 254,838   181,977   160,057  
Cardiology 239,371   230,454   193,690  
AVAI 134,935   156,460   163,312  
Total revenue $ 2,530,234   $ 2,109,054   $ 1,885,842  

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
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Management’s Annual Report on Internal Control Over Financial Reporting
Our management’s report on internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we routinely enhance our information systems by either upgrading current systems or implementing new ones. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
During the three months ended December 31, 2025, 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:
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Action Date Trading Arrangement Total Shares to be Purchased or Sold Duration/Expiration Date
Rule 10b5-1* Non-Rule 10b5-1**
Jesse J. Geiger , President
Adopt October 27, 2025 [1]
X Up to 23,028 shares to be sold
October 31, 2025
Susan E. Burwig , Executive Vice President, Operations
Adopt October 27, 2025 [2]
X Up to 20,000 shares to be sold
May 1, 2026
Jesse J. Geiger , President
Adopt November 11, 2025
X Up to 11,000 shares to be sold
December 31, 2026
August J. Troendle , Chief Executive Officer and Chairman of the Board
Adopt November 12, 2025 [3]
X Up to 150,000 shares to be sold
Good until cancelled or until the commencement of the next blackout period, whichever occurs first
Kevin M. Brady , Chief Financial Officer and Treasurer
Adopt November 21, 2025 [4]
X Up to 3,000 shares to be sold
The earlier of until cancelled or 180 days from the placement of the limit order

Susan E. Burwig , Executive Vice President, Operations
Adopt November 24, 2025 [5]
X Up to 20,000 shares to be sold
May 22, 2026
August J. Troendle , Chief Executive Officer and Chairman of the Board
Adopt November 24, 2025 [6]
X Up to 150,000 shares to be sold
Good until cancelled or until the commencement of the next blackout period, whichever occurs first
August J. Troendle , Chief Executive Officer and Chairman of the Board
Terminate December 4, 2025 [7]
X Up to 150,000 shares to be sold
Good until cancelled or until the commencement of the next blackout period, whichever occurs first

* Intended to satisfy the affirmative defense of Rule 10b5-1(c).
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

[1] On October 27, 2025 , Mr. Geiger placed a limit order to sell up to 23,028 shares issued to him pursuant to his contemporaneous exercise of stock options. On October 27, 2025, Mr. Geiger sold 19,460 shares pursuant to the limit order. Mr. Geiger modified the limit price on October 28, 2025. On October 29, 2025, Mr. Geiger sold 3,568 shares pursuant to the limit order.
[2] On October 27, 2025 , Ms. Burwig placed a limit order to sell up to 20,000 shares that were previously acquired through a stock option exercise.
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[3] On November 12, 2025 , Mr. Troendle placed a limit order to sell up to 150,000 shares. Mr. Troendle modified the limit price on November 14, 2025.
[4] On November 21, 2025 , Mr. Brady placed a limit order to sell up to 3,000 shares issued to him pursuant to his contemporaneous exercise of stock options.
[5] On November 24, 2025 , Ms. Burwig placed a limit order to sell up to 20,000 shares that were previously acquired through a stock option exercise.
[6] On November 24, 2025 , Mr. Troendle placed a limit order to sell up to 150,000 shares.
[7] On December 4, 2025 , Mr. Troendle terminated the limit order originally adopted on November 24, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item with respect to the Company’s Directors is contained in our definitive proxy statement (the “Proxy Statement”) for our 2026 Annual Meeting of Stockholders under the heading “Proposal 1: Election of Directors” and is incorporated herein by reference.
The information required by this item with respect to the Company’s Executive Officers is contained in the Proxy Statement under the heading “Named Executive Officers” and is incorporated herein by reference.
The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
The information required by this item with respect to the Company’s code of ethics that applies to directors, officers, and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is contained in the Proxy Statement under the heading “Corporate Governance—Code of Ethics” and is incorporated herein by reference.
The information required by this item with respect to the procedures by which security holders may recommend nominees to the Board is contained in the Proxy Statement under the heading “Stockholders’ Proposals” and is incorporated herein by reference.
The information required by this item with respect to the Company’s Audit Committee, including the Audit Committee’s members and its financial experts, is contained in the Proxy Statement under the heading “Committees of the Board—Audit Committee” and is incorporated herein by reference.

Item 11. Executive Compensation
The information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
The information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement under the heading “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.
The compensation committee report required by this item is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Committee Report” and is incorporated herein by reference.
The information required by this item with respect to compensation policies and practices as they relate to the Company’s risk management is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Risk Assessment” and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to securities authorized for issuance under the Company’s equity compensation plans is contained in the Proxy Statement under the heading “Equity Compensation Plan Information” and is incorporated herein by reference.
The information required by this item with respect to the security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item with respect to certain relationships and transactions with related parties is contained in the Proxy Statement under the heading “Certain Relationships” and is incorporated herein by reference.
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The information required by this item with respect to director independence is contained in the Proxy Statement under the heading “Corporate Governance—Director Independence” and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
The information required by this item with respect to audit fees, tax fees, and the audit committee’s pre-approval policies and procedures are contained in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” and is incorporated herein by reference.
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PART IV

Item 15. Exhibits, Financial Statement Schedules
(1) Financial Statements
The following financial statements and supplementary data are included in Item 8 of this annual report:

Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
44

Consolidated Balance Sheets
47

Consolidated Statements of Operations
48

Consolidated Statements of Comprehensive Income
49

Consolidated Statements of Changes in Shareholders' Equity
50

Consolidated Statements of Cash Flows
51

Notes to Consolidated Financial Statements
52

(2) Financial Statement Schedules
The information required to be submitted in the Financial Statement Schedules for Medpace Holdings, Inc. and subsidiaries has either been shown in the financial statements or notes, or is not applicable or required under Regulation S-X; therefore, those schedules have been omitted.
(3) Exhibits
The exhibits listed in the accompanying Exhibit Index following the signature page are filed or furnished as a part of this report and are incorporated herein by reference.

Item 16. Form 10-K Summary
None.
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EXHIBIT INDEX

Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith

3.1 Restated Certificate of Incorporation
8-K 001-37856 3.1 5/21/24

3.2 Second Amended and Restated Bylaws
8-K 001-37856 3.2 5/21/24

4.1 Specimen Stock Certificate evidencing shares of common stock
S-1/A 333-212236 4.1 7/26/16

4.2 Description of Securities
10-K 001-37856 4.3 2/25/20

#10.1 Medpace Holdings, Inc. 2016 Amended and Restated Incentive Award Plan
8-K 001-37856 10.1 5/16/25

#10.2 Medpace Holdings, Inc. 2016 Senior Executive Incentive Bonus Plan
10-Q 001-37856 10.2 11/3/16

10.3 Registration Rights Agreement
10-Q 001-37856 10.3 11/3/16

#10.4 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Restricted Stock Award Grant Notice
S-1/A 333-212236 10.13 8/1/16

#10.5 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement
10-Q 001-37856 10.1 10/22/24

#10.6 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Restricted Stock Unit Award Grant Notice
10-Q 001-37856 10.2 10/22/24

#10.7 Medpace Holdings, Inc. 2016 Incentive Award Plan Sub-Plan for UK Participants
S-1/A 333-212236 10.16 8/1/16

#10.8 Amended and Restated Employment Agreement, by and between Medpace Holdings, Inc. and August J. Troendle
S-1/A 333-212236 10.18 7/26/16

#10.9 Medpace Holdings, Inc. 2016 Incentive Award Plan UK Company Share Option Plan (CSOP) Sub-Plan
S-1/A 333-212236 10.19 8/1/16

#10.10 Medpace Holdings, Inc. Non-Employee Director Compensation Policy revised October 21, 20 25
*

10.11 Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association.
8-K 001-37856 10.1 10/1/19

10.12 Amendment No. 1 dated March 30, 2020 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 4/1/20

10.13 Form of Indemnification Agreement
10-K 001-37856 10.13 2/16/21

10.14 Amendment No. 2 dated March 29, 2021 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 3/30/21

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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith
10.15 Amendment No. 3 dated December 27, 2021 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 12/29/21

10.16 Amendment No. 4 dated March 15, 2022 to Loan Documents
8-K 001-37856 10.1 3/16/22

10.17 Amendment No. 5 dated March 31, 2023 to Loan Documents
8-K 001-37856 10.1 3/31/23

10.18 Amendment No. 6 dated March 28, 2024 to Loan Documents
8-K 001-37856 10.1 3/29/24

10.19 Amendment No. 7 dated March 28, 2025 to Loan Documents
8-K 001-37856 10.1 3/31/25

10.20 Amendment No. 8 dated April 18, 2025 to Loan Documents
8-K 001-37856 10.1 4/21/25

10.21 Amendment No. 9 dated July 17, 2025 to Loan Documents
8-K 001-37856 10.1 7/21/25

19.1 Insider Trading Compliance Policy
10-K 001-37856 19.1 2/13/24

21.1 List of Subsidiaries of Medpace Holdings, Inc.
*

23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
*

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
**

97.1 Incentive Compensation Recoupment Policy
10-K 001-37856 97.1 2/13/24

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 *

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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith

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.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.

By: /s/ KEVIN M. BRADY
Name: Kevin M. Brady
Title: Chief Financial Officer

Date: February 10, 2026

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT that the undersigned officers and directors of Medpace Holdings, Inc. do hereby constitute and appoint August J. Troendle and Kevin M. Brady, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature   Capacity Date

/s/ AUGUST J. TROENDLE Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
August J. Troendle February 10, 2026

/s/ KEVIN M. BRADY Chief Financial Officer (Principal Financial and Accounting Officer)
Kevin M. Brady February 10, 2026

/s/ BRIAN T. CARLEY Director
Brian T. Carley February 10, 2026

/s/ ROBERT O. KRAFT Director  
Robert O. Kraft February 10, 2026

/s/ FRED B. DAVENPORT JR. Director
Fred B. Davenport Jr. February 10, 2026

/s/ CORNELIUS P. MCCARTHY III Director
Cornelius P. McCarthy III February 10, 2026

/s/ DR. DANI S. ZANDER Director
Dr. Dani S. Zander February 10, 2026

/s/ DR. FEMIDA H. GWADRY-SRIDHAR Director
Dr. Femida H. Gwadry-Sridhar February 10, 2026

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