UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

Form 10-Q

_________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number: 1-11869

_________________________________________________

FACTSET RESEARCH SYSTEMS INC.

(Exact name of registrant as specified in its charter)

_________________________________________________


Delaware			13-3362547
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


45 Glover Avenue, Norwalk, Connecticut			06850
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 810-1000

Former name, former address and former fiscal year, if changed since last report: None

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	FDS	New York Stock Exchange LLC
		The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of ~~June~~December 2729, 2025 was 37,~~806~~099,~~774~~259.

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FactSet Research Systems Inc.

Form 10-Q

For the Quarter Ended ~~May~~November 3130, 2025

Index

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the three and nine months ended May 31, 2025 and May 31, 2024	4
	Consolidated Statements of Income for the three months ended November 30, 2025 and November 30, 2024	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended May 31, 2025 and May 31, 2024	5
	Consolidated Statements of Comprehensive Income for the three months ended November 30, 2025 and November 30, 2024	5
	Consolidated Balance Sheets at May 31, 2025 and August 31, 2024	6
	Consolidated Balance Sheets at November 30, 2025 and August 31, 2025	6
	Consolidated Statements of Cash Flows for the nine months ended May 31, 2025 and May 31, 2024	7
	Consolidated Statements of Cash Flows for the three months ended November 30, 2025 and November 30, 2024	7
	Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended May 31, 2025 and May 31, 2024	8
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended November 30, 2025 and November 30, 2024	8
	Notes to the Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3631
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5346
Item 4.	Controls and Procedures	5548
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5650
Item 1A.	Risk Factors	5650
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5650
Item 3.	Defaults Upon Senior Securities	5650
Item 4.	Mine Safety Disclosures	5650
Item 5.	Other Information	5650
Item 6.	Exhibits	5851
	Signatures	5952

For additional information about FactSet Research Systems Inc. and access to its Annual Reports to Stockholders and Securities and Exchange Commission filings, free of charge, please visit FactSet’s website (https://investor.factset.com). Any information on or linked from the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

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Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that express management's current views concerning expectations, estimates, trends, forecasts and projections about future events, trends, contingencies, and circumstances, industries in which FactSet operates and the beliefs and assumptions of management. These statements may include projections of our future financial performance and anticipated trends in our business. In some cases, you can identify these statements by words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "intends," "projects," "indicates," "predicts," "potential," or "continue," and the negatives of those terms and similar expressions. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements.

Forward-looking statements are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions. Factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied in forward-looking statements include, among others, the factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025, and Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, that should be specifically considered. FactSet cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. FactSet undertakes no obligations to update or revise any forward-looking statement to reflect results, revised expectations, events or circumstances arising after the date on which it is made, except as required by applicable law.

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FactSet Research Systems Inc.

Consolidated Statements of Income – Unaudited

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands, except per share data)

2025

2024

~~2025~~

~~2024~~

Revenues

~~585~~607,~~520~~621

~~552~~568,~~708~~667

~~1,724,847~~

~~1,640,869~~

Operating expenses

Cost of services

~~280~~287,~~729~~916

~~246~~258,~~986~~779

~~809,112~~

~~753,749~~

Selling, general and administrative

~~110~~127,~~636~~634

~~103~~118,~~263~~553

~~344,753~~

~~313,679~~

Total operating expenses

~~391~~415,~~365~~550

~~350~~377,~~249~~332

~~1,153,865~~

~~1,067,428~~

Operating income

~~194~~192,~~155~~071

~~202~~191,~~459~~335

~~570,982~~

~~573,441~~

Other income (expense), net

Interest income

1,~~509~~089

42,~~568~~701

~~4,483~~

~~10,427~~

Interest expense

(1513,~~122~~385)

(1614,~~894~~400)

~~(43,438)~~

~~(50,231)~~

Other income (expense), net

~~(594)~~10,338

~~399~~103

~~(20)~~

~~736~~

Total other income (expense), net

(141,~~207~~958)

(11,~~927~~596)

~~(38,975)~~

~~(39,068)~~

Income before income taxes

~~179~~190,~~948~~113

~~190~~179,~~532~~739

~~532,007~~

~~534,373~~

Provision for income taxes

3137,~~406~~533

3229,~~397~~717

~~88,583~~

~~86,743~~

Net income

~~148~~152,~~542~~580

~~158~~150,~~135~~022

~~443,424~~

~~447,630~~

Basic earnings per common share

34.9208

43.1595

~~11.68~~

~~11.76~~

Diluted earnings per common share

34.8706

43.0989

~~11.53~~

~~11.58~~

Basic weighted average common shares

37,~~907~~409

38,~~089~~005

~~37,976~~

~~38,069~~

Diluted weighted average common shares

3837,~~344~~615

38,~~640~~517

~~38,457~~

~~38,644~~

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Statements of Comprehensive Income – Unaudited

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Net income

~~148~~152,~~542~~580

~~158~~150,~~135~~022

~~443,424~~

~~447,630~~

Other comprehensive income (loss), net of tax

Net unrealized gain (loss) on cash flow hedges(1)

5(2,~~740~~889)

(~~335~~3,189)

~~2,145~~

~~(3,175)~~

Foreign currency translation adjustment gains (losses)

38(7,~~456~~390)

(117,~~282~~619)

~~8,911~~

~~(2,330)~~

Other comprehensive income (loss)

44(10,~~196~~279)

(120,~~617~~808)

~~11,056~~

~~(5,505)~~

Comprehensive income

~~192~~142,~~738~~301

~~156~~129,~~518~~214

~~454,480~~

~~442,125~~

(1) Presented net of a tax ~~expense of $2,015 thousand and a tax~~ benefit of $~~119 thousand for the three months ended May 31~~1,026 ~~2025 and May 31, 2024, respectively. Presented net of a tax expense of $756~~ thousand and ~~a tax benefit of~~ $1,~~126~~105 thousand for the ~~nine~~three months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Balance Sheets – Unaudited

(in thousands, except share data)	~~May~~November 3130, 2025		August 31, ~~2024~~2025
ASSETS
Cash and cash equivalents	$	~~356~~275,~~361~~448	$	~~422~~337,~~979~~651
Investments	717,~~684~~233		6917,~~619~~445
Accounts receivable, net of reserves of $13,917 at May 31, 2025 and $14,581 at August 31, 2024	271,851		228,054
Accounts receivable, net of reserves of $13,308 at November 30, 2025 and $13,789 at August 31, 2025	289,000		270,684
Prepaid taxes	6126,~~048~~040		5533,~~103~~600
Prepaid expenses and other current assets	63100,~~534~~851		6070,~~093~~379
Total current assets	~~760~~708,~~478~~572		~~835~~729,~~848~~759
Property, equipment and leasehold improvements, net	7984,~~627~~964		8285,~~513~~203
Goodwill	1,~~277~~279,~~855~~593		1,~~011~~284,~~129~~708
Intangible assets, net	1,~~931~~899,~~210~~838		1,~~844~~916,~~141~~102
Deferred taxes	66,870		61,337
Deferred tax assets	59,533		61,226
Lease right-of-use assets, net	~~119~~125,~~191~~603		~~130~~121,~~494~~776
Other assets	~~103~~62,~~531~~681		89105,~~578~~498
TOTAL ASSETS	$	4,~~338~~220,~~762~~784	$	4,~~055~~304,~~040~~272
LIABILITIES
Accounts payable and accrued expenses	$	~~144~~149,~~487~~277	$	~~178~~135,~~250~~262
Current debt	—		124,842
Current lease liabilities	32,609		33,145
Current lease liabilities	33,219		31,073
Accrued compensation	59,627		130,596
Accrued compensation	98,131		93,279
Deferred revenues	162,586		167,852
Deferred revenues	170,897		159,761
Current taxes payable	13,704		13,041
Current taxes payable	30,545		40,391
Dividends payable	40,969		41,410
Dividends payable	41,644		39,470
Total current liabilities	458,772		521,306
Total current liabilities	518,923		667,066
Long-term debt	1,368,738		1,368,260
Long-term debt	1,430,197		1,241,131
Deferred tax liabilities	15,125		14,902
Deferred taxes	16,573		8,452
Taxes payable	44,513		45,095
Deferred revenues, non-current	312		1,344
Long-term lease liabilities	158,687		157,104
Taxes payable	48,072		40,452
Other liabilities	7,065		11,192
Long-term lease liabilities	157,088		177,521
TOTAL LIABILITIES	$	2,052,900	$	2,117,859
Other liabilities	12,415		6,614
Commitments and contingencies (see Note 11)
TOTAL LIABILITIES	$	2,183,580	$	2,142,580
Commitments and contingencies (see Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	$	—	$	—
Common stock, $0.01 par value; 150,000,000 shares authorized; 42,962,994 and 42,598,915 shares issued; 37,858,606 and 37,952,270 shares outstanding at May 31, 2025 and August 31, 2024, respectively	430		426
Common stock, $0.01 par value; 150,000,000 shares authorized; 43,110,694 and 43,013,266 shares issued; 37,243,824 and 37,645,870 shares outstanding at November 30, 2025 and August 31, 2025, respectively	431		430
Additional paid-in capital	1,~~598~~648,~~605~~754		1,~~478~~621,~~839~~753
Treasury stock, at cost: 5,104,388 and 4,646,645 shares at May 31, 2025 and August 31, 2024, respectively	(1,586,497)		(1,375,696)
Treasury stock, at cost: 5,866,870 and 5,367,396 shares at November 30, 2025 and August 31, 2025, respectively	(1,842,292)		(1,695,429)
Retained earnings	2,~~211~~435,~~201~~018		12,~~888~~323,~~504~~407
Accumulated other comprehensive loss	(6874,~~557~~027)		(7963,~~613~~748)
TOTAL STOCKHOLDERS’ EQUITY	$	2,~~155~~167,~~182~~884	$	12,~~912~~186,~~460~~413
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,~~338~~220,~~762~~784	$	4,~~055~~304,~~040~~272

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Statements of Cash Flows – Unaudited

	Nine Months Ended
	Three Months Ended
	May 31,
	November 30,
(in thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	~~443~~152,~~424~~580	$	~~447~~150,~~630~~022
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	~~114~~44,~~972~~148		9135,~~154~~717
Amortization of lease right-of-use assets	237,~~152~~997		227,~~846~~572
Stock-based compensation expense	4718,~~154~~457		4613,~~707~~592
Deferred income taxes	3,~~154~~039		(621,~~979)~~943
Other, net	7(5,~~428~~894)		~~7,831~~890
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable	(4119,~~492~~232)		(723,~~176~~377)
Prepaid expenses and other assets	6(23,~~699~~113)		(145,~~941~~697)
Accounts payable and accrued expenses	~~(49~~22,~~717)~~225		17(38,~~296~~793)
Accrued compensation	3(70,~~789~~313)		(3340,~~329~~663)
Deferred revenues	4(5,~~955~~793)		13(7,~~817~~269)
Taxes payable, net of prepaid taxes	~~(19~~7,~~108)~~712		(1517,~~992~~806)
Lease liabilities, net	(3010,~~250~~529)		(319,~~687~~759)
Net cash provided by operating activities	~~514~~121,~~160~~284		~~537~~86,~~177~~372
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment, leasehold improvements and capitalized internal-use software	(7430,~~840~~847)		(5925,~~722~~874)
Acquisition of businesses, net of cash and cash equivalents acquired	~~(348,255)~~—		—(115,199)
Purchases of investments	(~~4,433~~875)		(443,~~936~~987)
Proceeds from maturity or sale of investments	5836,~~155~~050		—
Net cash provided by (used in) investing activities	~~(369~~4,~~373)~~328		(~~104~~145,~~658~~060)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt	~~803,410~~—		—55,000
Repayments of debt	~~(742,500)~~—		(~~187~~62,500)
Dividend payments	(~~118~~41,~~329~~411)		(~~111~~39,~~297~~246)
Proceeds from employee stock plans	728,~~616~~545		8338,~~497~~850
Repurchases of common stock	(~~193~~139,~~838~~899)		(~~171~~48,~~918~~790)
Other financing activities	(20,686)		(15,690)
Deferred acquisition consideration	(12,052)		—
Net cash provided by (used in) financing activities	(199,327)		(402,908)
Other financing activities	(5,695)		(13,385)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,966		(1,911)
Net cash provided by (used in) financing activities	(190,512)		(70,071)
Net increase (decrease) in cash, cash equivalents and restricted cash	(52,574)		27,700
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,273)		(5,052)
Cash and cash equivalents at beginning of period	422,979		425,444
Net increase (decrease) in cash, cash equivalents and restricted cash	(67,173)		(133,811)
Cash, cash equivalents and restricted cash at end of period	$	370,405	$	453,144
Cash, cash equivalents and restricted cash at beginning of period	351,695		422,979
Cash, cash equivalents and restricted cash at end of period	$	284,522	$	289,168
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	~~356~~275,~~361~~448	$	~~453~~289,~~144~~168
Restricted cash included in Prepaid expenses and other current assets	65,~~522~~139		—
Restricted cash included in Other assets	73,~~522~~935		—
Total cash, cash equivalents and restricted cash	$	~~370~~284,~~405~~522	$	~~453~~289,~~144~~168

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Statements of Changes in Stockholders’ Equity- Unaudited

For the Three Months Ended November 30, 2025

(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensive Loss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of February 28, 2025	42,910,088	$	429	$	1,569,319	4,918,704	$	(1,504,381)	$	2,104,303	$	(112,753)	$	2,056,917
Balance as of August 31, 2025	43,013,266	$	430	$	1,621,753	5,367,396	$	(1,695,429)	$	2,323,407	$	(63,748)	$	2,186,413
Net income	—	—		—		—	—		~~148~~152,~~542~~580		—		~~148~~152,~~542~~580
Other comprehensive income (loss)	—	—		—		—	—		—		44(10,~~196~~279)		44(10,~~196~~279)
Common stock issued for employee stock plans	4840,~~606~~991	1—		128,~~271~~545		—	—		—		—		128,~~272~~545
Vesting of restricted stock	456,~~300~~437	—1		—(1)		121,~~634~~374	(~~710~~5,695)		—		—		(~~710~~5,695)
Excise tax on share repurchases	—	—		—		—	(~~710~~1,269)		—		—		(~~710~~1,269)
Repurchases of common stock	—	—		—		~~184~~478,~~050~~100	(80139,~~696~~899)		—		—		(80139,~~696~~899)
Stock-based compensation expense	—	—		1718,~~015~~457		—	—		—		—		1718,~~015~~457
Dividends declared	—	—		—		—	—		(4140,~~644~~969)		—		(4140,~~644~~969)
Balance as of May 31, 2025	42,962,994	$	430	$	1,598,605	5,104,388	$	(1,586,497)	$	2,211,201	$	(68,557)	$	2,155,182
Balance as of November 30, 2025	43,110,694	$	431	$	1,648,754	5,866,870	$	(1,842,292)	$	2,435,018	$	(74,027)	$	2,167,884
For the Nine Months Ended May 31, 2025
(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of August 31, 2024	42,598,915	$	426	$	1,478,839	4,646,645	$	(1,375,696)	$	1,888,504	$	(79,613)	$	1,912,460
Net income	—	—		—		—	—		443,424		—		443,424
Other comprehensive income (loss)	—	—		—		—	—		—		11,056		11,056
Common stock issued for employee stock plans	283,642	3		72,613		370	(170)		—		—		72,446
Vesting of restricted stock	80,437	1		(1)		32,134	(14,768)		—		—		(14,768)
Excise tax on share repurchases	—	—		—		—	(2,025)		—		—		(2,025)
Repurchases of common stock	—	—		—		425,239	(193,838)		—		—		(193,838)
Stock-based compensation expense	—	—		47,154		—	—		—		—		47,154
Dividends declared	—	—		—		—	—		(120,727)		—		(120,727)
Balance as of May 31, 2025	42,962,994	$	430	$	1,598,605	5,104,388	$	(1,586,497)	$	2,211,201	$	(68,557)	$	2,155,182

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FactSet Research Systems Inc.

Consolidated Statements of Changes in Stockholders’ Equity- Unaudited

For the Three Months Ended November 30, 2024

(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of February 29, 2024	42,475,726	$	425	$	1,421,133	4,352,639	$	(1,248,707)	$	1,719,932	$	(91,029)	$	1,801,754
Balance as of August 31, 2024	42,598,915	$	426	$	1,478,839	4,646,645	$	(1,375,696)	$	1,888,504	$	(79,613)	$	1,912,460
Net income	—	—		—		—	—		~~158~~150,~~135~~022		—		~~158~~150,~~135~~022
Other comprehensive income (loss)	—	—		—		—	—		—		(120,~~617~~808)		(120,~~617~~808)
Common stock issued for employee stock plans	74161,~~963~~097	1		1638,~~952~~848		~~488~~—	(~~223~~170)		—		—		1638,~~730~~679
Vesting of restricted stock	670,~~138~~012	—1		—(1)		229,~~355~~093	(113,~~001~~215)		—		—		(113,~~001~~215)
Repurchases of common stock	—	—		—		135,150	(59,753)		—		—		(59,753)
Excise tax on share repurchases	—	—		—		—	(807)		—		—		(807)
Stock-based compensation expense	—	—		15,745		—	—		—		—		15,745
Repurchases of common stock	—	—		—		104,475	(48,790)		—		—		(48,790)
Dividends declared	—	—		—		—	—		(39,589)		—		(39,589)
Stock-based compensation expense	—	—		13,592		—	—		—		—		13,592
Balance as of May 31, 2024	42,556,827	$	426	$	1,453,830	4,490,632	$	(1,309,684)	$	1,838,478	$	(92,646)	$	1,890,404
Dividends declared	—	—		—		—	—		(39,572)		—		(39,572)
For the Nine Months Ended May 31, 2024
Balance as of November 30, 2024	42,830,024	$	428	$	1,531,278	4,780,213	$	(1,438,678)	$	1,998,954	$	(100,421)	$	1,991,561
(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of August 31, 2023	42,096,628	$	421	$	1,323,631	4,071,256	$	(1,122,077)	$	1,505,096	$	(87,141)	$	1,619,930
Net income	—	—		—		—	—		447,630		—		447,630
Other comprehensive income (loss)	—	—		—		—	—		—		(5,505)		(5,505)
Common stock issued for employee stock plans	372,311	4		83,493		831	(376)		—		—		83,121
Vesting of restricted stock	87,888	1		(1)		34,395	(15,313)		—		—		(15,313)
Repurchases of common stock	—	—		—		384,150	(171,918)		—		—		(171,918)
Stock-based compensation expense	—	—		46,707		—	—		—		—		46,707
Dividends declared	—	—		—		—	—		(114,248)		—		(114,248)
Balance as of May 31, 2024	42,556,827	$	426	$	1,453,830	4,490,632	$	(1,309,684)	$	1,838,478	$	(92,646)	$	1,890,404

The accompanying notes are an integral part of these Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FactSet Research Systems Inc.

~~May~~November 3130, 2025

(Unaudited)

		Page
Note 1	Description of Business	1110
Note 2	Summary of Significant Accounting Policies	1110
Note 3	Revenue Recognition	1412
Note 4	Fair Value Measures	1413
Note 5	~~Derivative Instruments~~Acquisitions	1615
Note 6	~~Acquisitions~~Goodwill	1917
Note 7	~~Goodwill~~Intangible Assets	2118
Note 8	~~Intangible~~Income ~~Assets~~Taxes	2218
Note 9	~~Income Taxes~~Leases	2220
Note 10	~~Leases~~Debt	2421
Note 11	~~Debt~~Commitments and Contingencies	2523
Note 12	~~Commitments~~Stockholders' ~~and Contingencies~~Equity	2725
Note 13	~~Stockholders'~~Earnings ~~Equity~~Per Share	2926
Note 14	~~Earnings~~Stock-Based ~~Per Share~~Compensation	3026
Note 15	~~Stock-Based~~Segment ~~Compensation~~Information	3129
Note 16	Segment Information	34

109

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1. DESCRIPTION OF BUSINESS

FactSet Research Systems Inc. and its wholly-owned subsidiaries ("we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that deliver financial intelligence to investment professionals worldwide.

Our platform delivers expansive data, sophisticated analytics, and flexible, ~~technology~~artificial intelligence ("AI")-powered technologies used by global financial professionals to power their critical investment workflows. As of ~~May~~November 3130, 2025, we had more than 89,~~800~~000 clients comprised of over ~~220~~239,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, ~~partners,~~ hedge funds, corporate users, and private equity and venture capital professionals. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform. Our products and services include workstations, portfolio analytics and enterprise data solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.

We drive our business based on ~~our~~a detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs"). AI is embedded across these offerings to enhance data discovery, automate routine workflows and improve the speed and accuracy of client insights. The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our ~~dedicated~~ client service team.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. Refer to Note 15, Segment Information for further discussion on our segments. Within each segment, we offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and ~~Partnerships~~Market ~~and CGS~~Infrastructure. ~~Refer~~In tofiscal ~~Note 16~~2026, ~~Segment~~we ~~Information~~renamed ~~for~~"Partnerships ~~further~~and ~~discussion~~CGS" onto ~~our~~"Market ~~segments~~Infrastructure".

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We conduct business globally and manage our business on a geographic basis. The accompanying unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements. As such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025. The accompanying unaudited Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries; all intercompany activity and balances have been eliminated.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly our results of operations, financial position, cash flows and equity.

Reclassifications

~~Asset~~As ~~impairments were included within Selling, general and administrative ("SG&A") in the Consolidated Statements~~ of ~~Income during the three and nine months ended May~~November 3130, 2025, ~~and~~Deferred revenues, non-current were included within Other, ~~net~~liabilities in the Consolidated ~~Statements~~Balance ~~of Cash Flows for the nine months ended May 31, 2025~~Sheets. We conformed the comparative prior ~~period~~year figures to the current ~~period~~year presentation.

During the nine months ended May 31, 2025, Prepaid expenses and other assets, previously included within Other, net, were presented as a separate component of Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows. We conformed the comparative figures for the nine months ended May 31, 2024, to the current period presentation.

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Use of Estimates

The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates may include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, property, equipment and leasehold improvements ("PPE"), contingencies and impairment assessments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Actual results could differ materially from those estimates.

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the reporting period. Significant estimation may be involved in the accounting for income taxes, stock-based compensation, goodwill, business combinations, property, equipment and leasehold improvements ("PPE"), intangible assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Actual results could differ materially from those estimates.

Concentrations of Credit Risk

Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, restricted cash, investments in mutual funds, accounts receivable and derivative instruments. The maximum credit exposure of our cash, cash equivalents, restricted cash, investments in mutual funds and accounts receivable is their carrying values as of the balance sheet date. The maximum credit exposure related to our derivative instruments is based upon their respective gross fair values as of the balance sheet date.

Cash, Cash Equivalents, Restricted Cash and Investments

We are exposed to credit risk on our cash, cash equivalents, restricted cash and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact. We invest in a manner that aligns with our restrictive cash investment practices, preserves capital and provides liquidity, while minimizing our exposure to credit risk. We limit our exposure to credit loss by investing with multiple financial and governmental institutions that we believe are high-quality and credit-worthy. We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash and investments in mutual funds.

Accounts Receivable

Our accounts receivable credit risk is dependent upon the financial stability of our individual clients. As of ~~May~~November 3130, 2025 ~~and August 31~~, ~~2024,~~ our accounts receivable reserve was $13.93 million ~~and $14~~.6 ~~million, respectively.~~ We do not require collateral from our clients; however, no single client represented more than 3.5% of our total revenues for the ~~nine~~three months ended ~~May~~November 3130, 2025 ~~and May 31, 2024~~. Due to our large and geographically dispersed client base, our concentration of credit risk related to our accounts receivable is generally limited.

Derivative Instruments

Our use of derivative instruments exposes us to credit risk to the extent counterparties may be unable to meet the terms of their agreements. To mitigate credit risk, we limit counterparties to financial institutions we believe are credit-worthy and use several institutions to reduce concentration risk. We do not expect any losses as a result of default by our counterparties.

Concentrations of Data Providers

We integrate data from various third-party sources into our hosted proprietary data and analytics platform. As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any individual third-party data supplier to meet the needs of our clients, with ~~only~~one ~~two~~ data ~~suppliers~~supplier ~~each~~ representing more than 10% of our total data costs for the ~~nine~~three months ended ~~May~~November 3130, 2025 ~~and May 31, 2024~~.

Concentrations of Cloud Providers

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently. We currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for the ~~nine~~three months ended ~~May~~November 3130, 2025 ~~and May 31, 2024~~. We maintain back-up facilities and other redundancies at our data centers, take security measures and have emergency planning procedures to minimize the risk that an event will disrupt our operations.

Recently Adopted Accounting Pronouncements

~~Codification~~We ~~Improvements~~did -not ~~Amendments~~adopt toany ~~Remove~~new ~~References~~standards toor updates issued by the ~~Concepts~~Financial Accounting Standards Board ("FASB") during the three months ended November 30, 2025 that had a material impact on our Consolidated Financial Statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU amends the FASB Accounting Standards Codification ("the Codification") to remove

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references to various FASB Concepts Statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. We early adopted this ASU on a prospective basis as of March 1, 2025. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements or related disclosures.

We did not adopt any other new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") during the nine months ended May 31, 2025 that had a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

Goodwill and Other - Internal-Use Software

In September 2025, the FASB issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages, and requires entities to start capitalizing

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eligible software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in this ASU can be applied using a prospective, modified, or retrospective transition approach, and are effective for our interim and annual periods starting in fiscal 2029. Early adoption is permitted at the beginning of an annual period. We are currently assessing the impact of the new requirements on our Consolidated Financial Statements and disclosures.

Income Statement - Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ~~Accounting Standards Update ("~~ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the footnotes to the financial statements. This ASU does not change the expense captions on the income statement. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

U.S. Securities and Exchange Commission ("SEC") Disclosures - The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which would require disclosure of certain climate-related information in various filings with the SEC. In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review. In March 2025, the SEC stated that it has ended its defense of the rule. We are currently monitoring the legal challenges and assessing the potential impact of the rule on our disclosures.

Income Taxes - Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures primarily related to our effective tax rate reconciliation and income taxes paid. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2026. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This ASU enhances segment disclosures primarily related to significant segment expenses for both interim and annual periods. The amendments in this ASU are to be applied retrospectively and are effective for our annual financial statements starting in fiscal 2025 and interim periods starting in fiscal 2026. Early adoption is permitted. This ASU will result in additional disclosures with no impact to our Consolidated Financial Statements.

Disclosure Improvements - Codification Amendment in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

No other new accounting pronouncements issued or effective during the ~~nine~~three months ended ~~May~~November 3130, 2025 have had, or are expected to have, a material impact on our Consolidated Financial Statements.

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3. REVENUE RECOGNITION

We derive most of our revenues by delivering client access to our multi-asset class solutions powered by our platform of connected data and technology that is available over the contractual term (referred to as the "Hosted Platform"). The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions. We also derive revenues through the CGS platform, a subscription-based service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments (referred to as the "Identifier Platform").

The majority of each of our contracts with clients, whether for Hosted Platform or Identifier Platform services, represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. The primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms over the associated contractual term. These platforms provide integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the products and services offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the respective platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient, because the consideration that we have the right to invoice corresponds directly with the value of our performance to date. There are no significant judgments that would impact the timing of revenue recognition.

Due to our election of the practical expedient, we do not consider payment terms as a financing component within a client contract when, at contract inception, the period between the transfer of the promised services to the client and the payment timing for those services will be one year or less.12

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information, analytical applications and industry-leading service for the investment community. Based on the nature of the products and services offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the respective platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient, because the consideration that we have the right to invoice corresponds directly with the value of our performance to date. We record revenues net of sales taxes which are subsequently remitted to taxing authorities and are excluded from the transaction price. There are no significant judgments that would impact the timing of revenue recognition.

The majority of client contracts have a duration of one year, or the amount we are entitled to receive corresponds directly with the value of our performance obligations completed to date. Therefore, we do not disclose the value of the remaining unsatisfied performance obligations.

Disaggregated Revenues

We disaggregate revenues from our client contracts by segment based on the geographic region where the sale originated. Our business segmentation by geography is aligned with the operational and economic characteristics of our business. Refer to Note 1615, Segment Information, for further information.

The following table presents revenues disaggregated by segment:

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Americas

~~380~~396,~~501~~176

~~356~~367,~~468~~242

~~1,117,404~~

~~1,057,453~~

EMEA

~~145~~149,~~741~~517

~~141~~143,~~279~~725

~~432,853~~

~~420,016~~

Asia Pacific

5961,~~278~~928

5457,~~961~~700

~~174,590~~

~~163,400~~

Total Revenues

~~585~~607,~~520~~621

~~552~~568,~~708~~667

~~1,724,847~~

~~1,640,869~~

4. FAIR VALUE MEASURES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches are permissible. When pricing an asset or liability, the inputs to these valuation methodologies consider market comparable information, taking into account the principal or most advantageous market in which we would transact.

Fair Value Hierarchy

The accounting guidance for fair value measurements establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy ranks the reliability of the inputs, based upon the lowest level of input that is significant to the fair value measurement, used to determine fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy. We have categorized our assets and liabilities within the fair value hierarchy as follows:

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and may affect its placement within the fair value hierarchy. We have categorized our assets and liabilities within the fair value hierarchy as follows:

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The assumptions used in determining fair value represent our best estimates, but these estimates involve inherent uncertainties and the application of our judgment. As a result, if factors change, our fair value estimates could be materially different in the future and may adversely affect our business and financial results.

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(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025. We did not have any transfers between levels of fair value measurements during the ~~nine~~three months ended ~~May~~November 3130, 2025 and the fiscal year ended August 31, ~~2024~~2025.

	Fair Value Measurements as of May 31, 2025
	Fair Value Measurements as of November 30, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	9213,~~819~~966	$	—	$	—	$	9213,~~819~~966
Mutual funds(2)	—		717,~~684~~233		—		717,~~684~~233
Derivative instruments(3)	—		~~5,281~~452		—		~~5,281~~452
Total assets measured at fair value	$	9213,~~819~~966	$	1217,~~965~~685	$	—	$	~~105~~31,~~784~~651
Liabilities
Derivative instruments(3)	$	—	$	171,585	$	—	$	171,585
Contingent liabilities(4)	—		—		2712,~~934~~931		2712,~~934~~931
Total liabilities measured at fair value	$	—	$	171,585	$	2712,~~934~~931	$	2714,~~951~~516

	Fair Value Measurements as of August 31, 2024
	Fair Value Measurements as of August 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	~~129~~8,~~635~~649	$	—	$	—	$	~~129~~8,~~635~~649
Mutual funds(2)	—		6917,~~619~~445		—		6917,~~619~~445
Derivative instruments(3)	—		23,~~619~~590		—		23,~~619~~590
Total assets measured at fair value	$	~~129~~8,~~635~~649	$	7221,~~238~~035	$	—	$	~~201~~29,~~873~~684
Liabilities
Derivative instruments(3)	$	—	$	~~250~~808	$	—	$	~~250~~808
Contingent liability(4)	—		—		4,193		4,193
Contingent liabilities(4)	—		—		24,126		24,126
Total liabilities measured at fair value	$	—	$	~~250~~808	$	424,~~193~~126	$	424,~~443~~934

(1) Our money market funds are readily convertible into cash. The net asset value of each fund on the last day of the reporting period is used to determine its fair value. Our money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.

(2) Our mutual funds' fair value is based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach. The fair value of each underlying investment is based on observable inputs. Our mutual funds are included in Investments within the Consolidated Balance Sheets.

15(3) Our derivative instruments included our foreign exchange forward contracts and interest rate swap agreements. We utilized the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Our derivative instruments in an asset position are included in Prepaid expenses and other current assets and those in a liability position are included in Accounts payable and accrued expenses within the Consolidated Balance Sheets.

(4) Our contingent liabilities resulted from the acquisitions of various businesses. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. Refer to Note 5, Acquisitions, for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.

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(3) Our derivative instruments included our foreign exchange forward contracts and interest rate swap agreements. We utilized the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Refer to Note 5, Derivative Instruments for more information on our derivative instruments and their classification within the Consolidated Balance Sheets.

(4) Our contingent liabilities resulted from the acquisitions of various businesses. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. Refer to Note 6, Acquisitions for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.

(b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets that are measured at fair value on a non-recurring basis primarily include our PPE, lease right-of-use ("ROU") assets, goodwill and intangible assets. These assets are assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill. The fair values of these non-financial assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information and discounted cash flow projections.

We elected not to carry our debt at fair value on the Consolidated Balance Sheets. Our Senior Notes are publicly traded; therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the last business day of the reporting period, which are considered Level 1 inputs. The fair value of our ~~2022 and~~ 2025 Credit Facilities, ~~for their respective outstanding periods,~~ was estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs tofor ~~ensure~~ comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs. Refer to Note 1110, Debt for definitions of, and more information on, our Senior Notes and 2025 Credit Facilities.

The following table summarizes information on our outstanding debt as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025:

		May 31, 2025				August 31, 2024
		November 30, 2025				August 31, 2025
(in thousands)	Fair Value Hierarchy	Principal Amount		Estimated Fair Value		Principal Amount		Estimated Fair Value
2027 Notes	Level 1	$	500,000	$	~~484~~491,~~500~~085	$	500,000	$	~~479~~490,~~760~~565
2032 Notes	Level 1	500,000		~~450~~463,~~835~~400		500,000		~~449~~460,~~380~~440
2025 Term Facility	Level 3	~~437~~375,~~500~~000		~~437~~375,~~737~~190		—375,000		—374,866
2022 Revolving Facility	Level 3	—		—		250,000		246,578
Total principal amount		$	1,375,000	$	1,329,675	$	1,375,000	$	1,325,871
2022 Term Facility	Level 3	—		—		125,000		125,242
Total unamortized discounts and debt issuance costs(1)		(6,262)				(6,740)
Total principal amount		$	1,437,500	$	1,373,072	$	1,375,000	$	1,300,960
Total net carrying value of debt(1)		$	1,368,738			$	1,368,260
Total unamortized discounts and debt issuance costs(1)		(7,303)				(9,027)
Total net carrying value of debt		$	1,430,197			$	1,365,973

(1) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

5. ~~DERIVATIVE INSTRUMENTS~~ACQUISITIONS

~~Cash~~Our ~~Flow~~acquisitions ~~Hedges~~ with the most significant cash flows during fiscal 2025 through the first quarter of fiscal 2026 included Liquid Holdings, LLC ("LiquidityBook") and Platform Group Limited ("Irwin").

In designing our hedging approach, we consider several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge to reduce the volatility of our earnings and cash flows. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed, and the availability, effectiveness and cost of derivative instruments.

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We utilize derivative instruments to manage risk and not for speculative or trading purposes. We limit counterparties to financial institutions we believe are credit-worthy. Refer to Note 2, Summary of Significant Accounting Policies - Concentrations of Credit Risk, for further discussion on counterparty credit risk.

We leverage foreign currency forward contracts and interest rate swap agreements to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates and to manage our floating interest rate exposure, respectively. Our foreign currency forward contracts and interest rate swap agreements are designated as cash flow hedges at inception.

For highly effective cash flow hedges, the change in the derivative's fair value is recorded in Accumulated other comprehensive loss ("AOCL"), net of tax, in the Consolidated Balance Sheets. Our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income during the three and nine months ended May 31, 2025 and May 31, 2024.

Realized gains or losses from the settlement of our foreign currency forward contracts and interest rate swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income. There was no discontinuance of our cash flow hedges during the nine months ended May 31, 2025 and May 31, 2024. As such, no corresponding gains or losses were reclassified into earnings prior to settlement during those respective periods.

Foreign Currency Forward Contracts

As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates. During the nine months ended May 31, 2025 and May 31, 2024, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in our primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. As of May 31, 2025, the hedge maturity periods of our outstanding foreign currency forward contracts range from the fourth quarter of fiscal 2025 through the third quarter of fiscal 2026.

The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of May 31, 2025 and August 31, 2024:

	May 31, 2025				August 31, 2024
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	42,800	$	55,079	£	41,200	$	52,372
Indian Rupee	Rs	4,573,733	52,700		Rs	4,651,351	55,200
Euro	€	36,900	40,917		€	43,800	48,183
Philippine Peso	₱	2,009,542	34,900		₱	1,850,674	32,400
Total			$	183,596			$	188,155

Refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for further discussion on our exposure to foreign exchange rate fluctuations.

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Interest Rate Swap Agreements

2025 Swap Agreement

On April 24, 2025 we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating Secured Overnight Financing Rate ("SOFR") debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declines by $50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026. As of May 31, 2025, the notional amount of the 2025 Swap Agreement was $150.0 million.

2024 Swap Agreement

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. The notional amount of the 2024 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2024. The 2024 Swap Agreement matured on February 28, 2025.

2022 Swap Agreement

On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $800.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The notional amount of the 2022 Swap Agreement declined by $100.0 million on a quarterly basis beginning May 31, 2022. The 2022 Swap Agreement matured on February 28, 2024.

Refer to Note 11, Debt, for further discussion of our outstanding floating rate debt and refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk, in this Quarterly Report on Form 10-Q for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.

Gross Notional Value and Fair Value of Derivative Instruments

The following is a summary of the gross notional values of our derivative instruments:

(in thousands)	Gross Notional Value
	May 31, 2025		August 31, 2024
Foreign currency forward contracts	$	183,596	$	188,155
Interest rate swap agreement	150,000		100,000
Total cash flow hedges	$	333,596	$	288,155

	Fair Value of Derivative Instruments
(in thousands)	Derivative Assets					Derivative Liabilities
Derivatives designated as hedging instruments	Balance Sheet Classification	May 31, 2025		August 31, 2024		Balance Sheet Classification	May 31, 2025		August 31, 2024
Foreign currency forward contracts	Prepaid expenses and other current assets	$	5,211	$	2,619	Accounts payable and accrued expenses	$	17	$	127
Interest rate swap agreement	Prepaid expenses and other current assets	70		—		Accounts payable and accrued expenses	—		123
Total cash flow hedges		$	5,281	$	2,619		$	17	$	250

Derivative Recognition

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the three months ended May 31, 2025 and May 31, 2024:

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	Gain (Loss) Recognized in AOCL on Derivatives					Gain (Loss) Reclassified from AOCL into Income
(in thousands)	May 31,				Location of Gain (Loss)Reclassified from AOCL into Income	May 31,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	8,791	$	(1,033)	SG&A	$	1,112	$	(518)
Interest rate swap agreement	116		124		Interest expense	40		63
Total cash flow hedges	$	8,907	$	(909)		$	1,152	$	(455)

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the nine months ended May 31, 2025 and May 31, 2024:
	Gain (Loss) Recognized in AOCL on Derivatives				Location of Gain (Loss)Reclassified from AOCL into Income	Gain (Loss) Reclassified from AOCL into Income
(in thousands)	May 31,					May 31,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	2,423	$	(1,439)	SG&A	$	(279)	$	(200)
Interest rate swap agreement	93		151		Interest expense	(106)		3,213
Total cash flow hedges	$	2,516	$	(1,288)		$	(385)	$	3,013

As of May 31, 2025, we estimate that net pre-tax derivative gains of $5.3 million included in AOCL will be reclassified into earnings within the next 12 months.

Offsetting of Derivative Instruments

We enter into master netting arrangements designed to permit net settlement of derivative transactions among the respective counterparties, settled on the same date and in the same currency. As of May 31, 2025 and August 31, 2024, there were no material amounts recorded net in the Consolidated Balance Sheets.

6. ACQUISITIONS

Our acquisitions with the most significant cash flows during fiscal 2024 through the third quarter of fiscal 2025 include:

Liquid Holdings, LLC ("LiquidityBook")

On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price ~~includes~~included contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients. LiquidityBook operates a proprietary FIX network that enables streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally. This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet’s ability to serve the integrated workflow needs of clients across the portfolio life cycle.

The results of LiquidityBook's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the LiquidityBook acquisition iswas not material to our Consolidated Financial Statements.

The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired and the finalization of working capital adjustments. We expect to finalize the allocation of the purchase price for LiquidityBook as soon as possible, but in any event, no later than one year from the acquisition date.

~~The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:~~15

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	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	3,500
Amortizable intangible assets
Software technology	68,000		12 years	Straight-line
Client relationships	9,200		17 years	Straight-line
Trade names	3,500		10 years	Straight-line
Goodwill	161,995
Other assets	487
Current liabilities
Deferred revenues	(799)
Other current liabilities	(2,494)
Other liabilities	(207)
Total purchase price	$	243,182

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

Goodwill totaling $162.0 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas, EMEA and Asia Pacific segments, subject to final allocation, and is deductible for income tax purposes.


	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	3,893
Amortizable intangible assets
Software technology	65,600		12 years	Straight-line
Client relationships	8,800		17 years	Straight-line
Trade names	3,400		10 years	Straight-line
Goodwill	164,787
Other assets	487
Current liabilities
Deferred revenues	(799)
Other current liabilities	(2,386)
Other liabilities	(600)
Total purchase price	$	243,182

20Goodwill totaling $164.8 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas, EMEA and Asia Pacific segments and is deductible for income tax purposes.

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Platform Group Limited ("Irwin")

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price ~~includes~~included contingent consideration of $9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

Irwin is a leading investor relations and capital markets platform for public companies and their advisors. This acquisition builds on a ~~recent~~ successful partnership between FactSet and Irwin, and expands our ability to address the holistic workflow needs of investor relations professionals with an integrated, modern solution.

The results of Irwin's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the Irwin acquisition iswas not material to our Consolidated Financial Statements.

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We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025 and did not record any material changes to the preliminary purchase price allocation. The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:


	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	2,393
Amortizable intangible assets
Software technology	36,100		12 years	Straight-line
Client relationships	1,700		11 years	Straight-line
Trade names	1,400		10 years	Straight-line
Goodwill	91,376
Current liabilities
Deferred revenues	(4,218)
Other current liabilities	(524)
Other liabilities	(8,041)
Total purchase price	$	120,186

Goodwill totaling $91.4 million represents the excess of the Irwin purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas and EMEA segments and is not deductible for income tax purposes.

76. GOODWILL

Changes in the carrying value of goodwill by segment for the ~~nine~~three months ended ~~May~~November 3130, 2025 are as follows:

(in thousands)	Americas		EMEA		Asia Pacific		Total
Balance at August 31, 2024	$	704,454	$	304,442	$	2,233	$	1,011,129
Balance at August 31, 2025	$	925,752	$	344,436	$	14,520	$	1,284,708
Acquisitions	217,030		32,266		8,881		258,177
Foreign currency translations	(1,509)		(3,479)		(127)		(5,115)
Foreign currency translations	1,125		7,391		33		8,549
Balance at November 30, 2025	$	924,243	$	340,957	$	14,393	$	1,279,593
Balance at May 31, 2025	$	922,609	$	344,099	$	11,147	$	1,277,855

Goodwill is not amortized as it is estimated to have an indefinite life. Goodwill impairment is tested at the reporting unit level, which is consistent with our segments. We test goodwill annually during the fourth quarter of each fiscal year or more frequently if events and circumstances occur indicating that it is more likely than not that the fair value of any one of our reporting units is less than its respective carrying value. If the carrying value of the reporting unit exceeds the fair value, then the goodwill is considered impaired and written down to the reporting unit’s fair value.

We tested our goodwill for impairment during the fourth quarter of fiscal ~~2024~~2025 utilizing a qualitative analysis. We concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its rerespective carrying value. No events or circumstances were identified during the three months ended November 30, 2025 that would indicate it is more likely than not that goodwill has been impaired.

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~~spective carrying value~~7. NoINTANGIBLE ~~events or circumstances were identified during the nine months ended May 31, 2025 that would indicate it is more likely than not that goodwill has been impaired.~~ASSETS

8We amortize intangible assets on a straight-line basis over their estimated useful lives. ~~INTANGIBLE~~The ~~ASSETS~~following table presents the estimated useful life, gross carrying amounts and accumulated amortization related to our identifiable intangible assets as of November 30, 2025 and August 31, 2025:

We amortize intangible assets on a straight-line basis over their estimated useful lives. The following table presents the estimated useful life, gross carrying amounts and accumulated amortization related to our identifiable intangible assets as of May 31, 2025 and August 31, 2024:


	November 30, 2025							August 31, 2025
(in thousands, except useful lives)	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
ABA business process	36	$	1,583,000	$	164,896	$	1,418,104	$	1,583,000	$	153,903	$	1,429,097
Client relationships	11 to 26	279,503		97,070		182,433		280,065		94,365		185,700
Developed technology	3 to 5	282,159		146,052		136,107		260,154		127,669		132,485
Software technology	3 to 12	252,985		135,256		117,729		253,899		131,731		122,168
Data content	7 to 20	86,179		45,275		40,904		86,416		44,490		41,926
Trade names	5 to 10	4,895		449		4,446		4,919		326		4,593

Non-compete agreements	4	290		175		115		290		157		133
Total		$	2,489,011	$	589,173	$	1,899,838	$	2,468,743	$	552,641	$	1,916,102

	May 31, 2025							August 31, 2024
(in thousands, except useful lives)	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
ABA business process	36	$	1,583,000	$	142,910	$	1,440,090	$	1,583,000	$	109,930	$	1,473,070
Client relationships	11 to 26	279,134		90,573		188,561		266,419		80,904		185,515
Software technology	3 to 12	254,611		127,010		127,601		143,685		117,189		26,496
Developed technology	3 to 5	238,343		111,232		127,111		181,492		68,286		113,206
Data content	7 to 20	85,761		42,880		42,881		84,374		38,725		45,649
Trade names	5 to 10	5,019		204		4,815		—		—		—
Non-compete agreements	4	290		139		151		290		85		205
Total		$	2,446,158	$	514,948	$	1,931,210	$	2,259,260	$	415,119	$	1,844,141

The weighted average useful life of our intangible assets as of November 30, 2025 was 30.5 years. Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable. If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We did not identify a material impairment nor a material change to the estimated remaining useful lives of our intangible assets during the three months ended November 30, 2025 and November 30, 2024. Our intangible assets have no assigned residual values.

The weighted average useful life of our intangible assets as of May 31, 2025 was 30.5 years. Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable. If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We did not identify a material impairment nor a material change to the estimated remaining useful lives of our intangible assets during the nine months ended May 31, 2025 and May 31, 2024. Our intangible assets have no assigned residual values.

The following table presents the amortization expense for our intangible assets which is included in Cost of services in our Consolidated Statements of Income:

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Amortization expense

3437,~~846~~752

2729,~~394~~872

~~97,307~~

~~76,247~~

As of ~~May~~November 3130, 2025, estimated intangible asset amortization expense for each of the next five years and thereafter is as follows:

(in thousands)	Estimated Amortization Expense
Fiscal Years Ended August 31,
2025 (remaining three months)	$	34,989
2026 (remaining nine months)	$	111,927
2026	137,020
2027	125,763
2027	111,371
2028	97,089
2028	83,773
2029	74,325
2029	72,219
2030	70,814
Thereafter	1,~~491~~419,~~838~~920
Total	$	1,~~931~~899,~~210~~838

98. INCOME TAXES

22We are subject to taxation in the United States ("U.S.") and various state, local and foreign jurisdictions in which we conduct our business. Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates.

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We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business. Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities using currently enacted tax rates.

Provision for Income Taxes and Effective Tax Rate

The provision for income taxes and the effective tax rate are as follows:

	Three Months Ended						~~Nine Months Ended~~
	May 31,						May 31,
	November 30,
(in thousands)	2025			2024			~~2025~~			~~2024~~
Income before income taxes	$	~~179~~190,~~948~~113		$	~~190~~179,~~532~~739		$	~~532,007~~		$	~~534,373~~
Provision for income taxes	$	3137,~~406~~533		$	3229,~~397~~717		$	~~88,583~~		$	~~86,743~~
Effective tax rate	1719.57		%	1716.05		%	~~16.7~~		%	~~16.2~~		%

Our provision for income taxes for interim periods is calculated by applying an estimate of our annual effective tax rate to our quarter and year-to-date results, adjusted for discrete items recorded in the period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pretax income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets, then adjusted for any discrete items. On a quarterly basis, we update the estimate of our annual effective tax rate as new events occur, assumptions change, or additional information is obtained.

Our effective tax rate for the three months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024 was 1719.~~5% and 17.0%, respectively, and for the nine months ended May 31, 2025 and May 31, 2024 was 16.~~7% and 16.25%, respectively. The increase ~~in the effective tax rate for the periods presented~~ was primarily due to ~~certain~~a ~~discrete items, mainly lower excess tax benefits related to~~ stock-based compensation, astax ~~well~~shortfall asin athe ~~higher~~first ~~overall~~quarter ~~foreign~~of ~~tax~~fiscal ~~rate,~~2026 ~~partially~~compared ~~offset~~to byan aexcess ~~lower~~tax ~~U.S.~~benefit ~~tax~~for ~~impact~~the ofprior ~~foreign~~year ~~earnings~~period.

For the periods presented, our effective tax rates ~~were~~differ ~~lower~~from ~~than~~ the applicable U.S. corporate income tax rate. ~~This was~~ primarily ~~attributable~~due to excess tax benefits or shortfalls from stock-based compensation, athe ~~lower~~ U.S. tax impact of foreign earnings, research and development ("R&D") tax credits, ~~and~~ a foreign derived intangible income ("FDII") tax deduction, ~~partially~~and ~~offset~~the byimpact ~~our~~of state income taxes.

Base Erosion and Profit Shifting Pillar Two

The Organization for Economic Co-operation and Development released Base Erosion and Profit Shifting Pillar Two rules (“Pillar Two”) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. Certain aspects of Pillar Two are effective for tax years beginning on or after January 1, 2024. Although the U.S. has not yet enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two. ~~After~~We ~~considering~~have ~~the~~determined ~~applicable~~that Pillar Two would not have a material impact to our Consolidated Financial Statements, related disclosures, or effective tax ~~law~~rate. ~~changes~~However, ~~associated~~as ~~with~~the Pillar Two ~~legislation~~rules continue to evolve, we ~~determined~~are ~~there~~closely ~~was~~monitoring nolegislative ~~material~~developments ~~impact~~globally to ~~our~~evaluate ~~provision~~potential ~~for~~impacts ~~income~~on ~~taxes~~our ~~for~~financial ~~the~~statements, ~~three~~as ~~and~~more ~~nine~~countries ~~months~~adopt ~~ended~~and ~~May 31,~~implement ~~2025.~~these regulations.

23One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law. The legislation includes a broad range of tax reform provisions affecting businesses including, but not limited to, the expansion of bonus depreciation, immediate expensing of domestic R&D costs, and revisions to the U.S. taxation of profits derived from international operations. The legislation has multiple effective dates, with certain provisions taking effect in fiscal 2025 and others phased in through fiscal 2027. The Act did not have a material impact on our Consolidated Financial Statements as of and for the three months ended November 30, 2025.

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109. LEASES

Our operating lease arrangements relate to our office space and data centers. We review new arrangements at inception to evaluate whether we obtain substantially all the economic benefits of and have the right to control the use of an asset. Our lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement or modification date (which includes fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term, leveraging an estimated incremental borrowing rate ("IBR"). Certain adjustments to calculate our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred. We account for lease and non-lease components as a single lease component, which we recognize over the expected lease term on a straight-line expense basis in occupancy costs (a component of Selling, general and administrative ("SG&A") expense) in our Consolidated Statements of Income.

As of ~~May~~November 3130, 2025, we recognized $~~119~~125.26 million of Lease ROU assets, net and $~~190~~191.3 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets. Our leases have remaining lease terms ranging from less than one year to just ~~under~~over 1110 years. Our lease agreements may include options to extend or terminate the lease, which ~~are~~would be included in the measurement of our lease term ~~when~~if it is reasonably certain that we will exercise the option.

The following table presents our future minimum lease payments and a reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of ~~May~~November 3130, 2025:

(in thousands)	Minimum LeasePayments
Fiscal Years ended August 31,
2025 (remaining three months)	$	10,409
2026 (remaining nine months)	$	30,503
2026	40,721
2027	41,318
2027	39,130
2028	37,032
2028	34,867
2029	31,451
2029	29,172
2030	26,332
Thereafter	6455,~~040~~733
Total minimum lease payments	$	~~218~~222,~~339~~369
Less: Imputed interest	2831,~~032~~073
Total lease liabilities	$	~~190~~191,~~307~~296

The following table includes components of our occupancy costs:

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Operating lease costs(1)

7,~~974~~997

7,~~583~~572

~~23,152~~

~~22,846~~

Variable lease costs(2)

4,~~031~~821

34,~~740~~888

~~13,696~~

~~13,046~~

(1) Operating lease costs include costs associated with fixed lease payments and index-based variable payments that qualified for lease accounting under ASC 842, Leases and complied with the practical expedients and exceptions we elected.

(2) Variable lease costs include costs that are not fixed and are not dependent on an index or rate. These costs were not included in the measurement of lease liabilities and primarily include variable non-lease costs, such as utilities, real estate taxes, insurance and maintenance, as well as lease costs for those leases that qualified for the short-term lease exception.

The following table summarizes our weighted average remaining lease term and weighted average discount rate related to our operating leases recorded on the Consolidated Balance Sheets:

	As of May 31, 2025		As of August 31, 2024
	As of November 30, 2025		As of August 31, 2025
Weighted average remaining lease term (in years)	6.34		6.91
Weighted average discount rate (IBR)	4.79	%	4.67	%

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The following table summarizes supplemental cash flow information related to our operating leases:

	Nine Months Ended
	Three Months Ended
	May 31,
	November 30,
(in thousands)	2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	309,~~218~~847	$	299,~~579~~762
Lease ROU assets obtained in exchange for lease liabilities(1)	$	517,~~175~~069	$	~~10,183~~—
Reductions to ROU assets resulting from reductions to lease liabilities(2)	$	~~(5,528)~~—	$	(~~281~~5,529)

(1)Primarily includes new lease arrangements entered into during the respective period and contract modifications that extend our lease terms and/or provide additional rights.

(2)Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.

1110. DEBT

We ~~elected~~have not toelected ~~carry~~the ~~our debt at~~ fair value. ~~The~~option ~~carrying~~and ~~value~~report of our debt isat ~~net~~amortized ~~of related unamortized discounts and debt issuance costs~~cost. Our debt obligations as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025 consisted of the following:

(in thousands)	Issuance Date	ContractualMaturity Date	~~May~~November 3130, 2025		August 31, ~~2024~~2025
Current debt
2025 Term Facility	4/8/2025	4/8/2028	375,000		375,000
2022 Term Facility(1)	3/1/2022	3/1/2025	$	—	$	125,000
Unamortized debt issuance costs			—		(158)
Total Current debt			$	—	$	124,842
Long-term debt
2022 Revolving Facility(2)	3/1/2022	3/1/2027	$	—	$	250,000
2025 Term Facility	4/8/2025	4/8/2028	437,500		—
2027 Notes	3/1/2022	3/1/2027	500,000		500,000
2032 Notes	3/1/2022	3/1/2032	500,000		500,000
Unamortized discounts and debt issuance costs(3)			(7,303)		(8,869)
Unamortized discounts and debt issuance costs(1)			(6,262)		(6,740)
Total Long-term debt			$	1,430,197	$	1,241,131
Long-term debt(1)			$	1,368,738	$	1,368,260
Total debt			$	1,430,197	$	1,365,973

(1)~~The~~Amount ~~2022~~excludes ~~Term~~the debt issuance costs related to the 2025 Revolving Facility ~~was~~which ~~repaid~~are inpresented ~~full~~within Other assets on ~~February~~the ~~28,~~Consolidated ~~2025.~~Balance Sheets.

~~(2)The~~As ~~2022~~of ~~Revolving~~November 30, ~~Facility~~2025, ~~was~~annual ~~repaid~~maturities inon ~~full~~our ~~and~~debt ~~terminated~~obligations, based on ~~April~~contractual 8maturity dates, ~~2025.~~were as follows:

(3)Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.


(in thousands)	Maturities
Fiscal Years ended August 31,
2026 (remaining nine months)	$	—
2027	500,000
2028	375,000
2029	—
2030	—
Thereafter	500,000
Total	$	1,375,000

As of May 31, 2025, annual maturities on our debt obligations, based on contractual maturity dates, were as follows:

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(in thousands)	Maturities
Fiscal Years ended August 31,
2025 (remaining three months)	$	—
2026	—
2027	500,000
2028	437,500
2029	—
Thereafter	500,000
Total	$	1,437,500

2025 Credit Agreement

On April 8, 2025, we entered into a credit agreement (the "2025 Credit Agreement") and borrowed $500.0 million under a senior unsecured term loan credit facility (the "2025 Term Facility"). We used the proceeds from the 2025 Term Facility borrowing to repay the outstanding balance under the 2022 Revolving Facility (as defined below). The 2025 Credit Agreement also provides for a $1.0 billion senior unsecured revolving credit facility (the "2025 Revolving Facility"). The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities".

The 2025 Term Facility matures on April 8, 2028, and the 2025 Revolving Facility matures on April 8, 2030. The 2025 Revolving Facility provides for up to $100.0 million in the form of letters of credit, and up to $100.0 million in the form of swingline loans. We may seek additional commitments of up to $1.0 billion under the 2025 Revolving Facility from lenders or other financial institutions.

The 2025 Term Facility is subject to scheduled quarterly amortization payments, commencing on August 31, 2025, with each amortization payment equal to 1.25% of the original principal amount of the 2025 Term Facility. The 2025 Credit Facilities are not otherwise subject to any mandatory prepayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty. Prepayments of the 2025 Term Facility shall be applied to reduce the subsequent scheduled amortization payments in direct order of maturity. 21

During the three and nine months ended May 31, 2025, we voluntarily prepaid $62.5 million under the 2025 Term Facility. From the effective date of the 2025 Revolving Facility through May 31, 2025, we have had no borrowings under the 2025 Revolving Facility.

As of May 31, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.975% spread (comprised of a 0.875% interest rate margin based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment).

We pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. The commitment fee remained consistent at 0.1% through May 31, 2025.

Debt issuance costs related to the 2025 Credit Facilities were $3.4 million. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility. Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).

The 2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.

The 2025 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of May 31, 2025.

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The 2025 Term Facility is subject to scheduled quarterly principal payments, commencing on August 31, 2025, with each quarterly principal payment equal to 1.25% of the original principal amount of the 2025 Term Facility. The 2025 Credit Facilities are not otherwise subject to any other mandatory repayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty. Prepayments of the 2025 Term Facility shall be applied to reduce the subsequent scheduled quarterly principal payments in direct order of maturity.

We made no repayments of the 2025 Term Facility during the three months ended November 30, 2025. Since loan inception on April 8, 2025, we have repaid $125.0 million under the 2025 Term Facility. Of this amount, $68.8 million satisfied all scheduled quarterly principal payments through maturity, eliminating any future mandatory quarterly principal payment requirements. The remaining $56.2 million was made as a voluntary prepayment. From the effective date of the 2025 Revolving Facility through November 30, 2025, we have had no borrowings under the 2025 Revolving Facility.

From the borrowing date through November 30, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 0.975% spread (comprised of a 0.875% interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment).

Debt issuance costs related to the 2025 Credit Facilities were $3.4 million. These debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility. Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).

2022 Credit Agreement

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed $1.0 billion under a senior unsecured term loan credit facility (the "2022 Term Facility") and $250.0 million of the available $500.0 million under a senior unsecured revolving credit facility (the "2022 Revolving Facility"). The 2022 Revolving Facility, together with the 2022 Term Facility, are referred to as the "2022 Credit Facilities". On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the 2022 Revolving Facility were increased by $100.0 million, to a total of $600.0 million. All other terms of the 2022 Credit Agreement remained unchanged.

During the three months ended November 30, 2024, we repaid $62.5 million under the 2022 Term Facility. The 2022 Term Facility, originally due to mature on March 1, 2025, was repaid in full ~~following $125.0 million of repayments made~~ during the six months ended February 28, 2025. During the ~~nine~~three months ended ~~May~~November 3130, ~~2025~~2024, we borrowed ~~$305.0~~an ~~million~~additional ~~and repaid~~ $~~555~~55.0 million under the 2022 Revolving Facility. The 2022 Credit Agreement was terminated on April 8, 2025, concurrent with entering into the 2025 Credit Agreement.

Borrowings previously outstanding under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a spread using a debt leverage pricing grid and a credit spread adjustment (with total spread ranging from 0.975% to 1.1% over the term of the debt).

Interest Rate Swap Agreements

We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. ~~Refer~~Our ~~to Note 5, Derivative Instruments for further discussion of our swap agreements.~~interest

rate swap agreements are designated as cash flow hedges at inception.

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2025 Swap Agreement

On April 24, 2025, we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declines by $50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026. As of November 30, 2025, the notional amount of the 2025 Swap Agreement was $50.0 million.

2024 Swap Agreement

Senior Notes

On March 1, 2022, we completed a public offering issuing $500.0 million of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").

The Senior Notes were issued at an aggregate discount of $2.8 million and we incurred approximately $9.1 million in debt issuance costs during fiscal 2022. Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability. The debt discounts and debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.

We may redeem the Senior Notes, in whole or in part, at any time at specified redemption prices, plus any accrued and unpaid interest. Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101% of their principal amount, plus any accrued and unpaid interest.

Interest Expense

The following table presents the interest expense on our outstanding debt which is a component of Interest expense in our Consolidated Statements of Income:

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Interest expense on outstanding debt(1)

1513,~~092~~369

1614,~~558~~367

~~43,358~~

~~49,876~~

(1) Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts. Interest expense is net of the effects of our interest rate swap agreements.

1211. COMMITMENTS AND CONTINGENCIES

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. We record liabilities for commitments when incurred (i.e., when the goods or services are received).

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Except for income tax contingencies, we accrue for contingencies when we believe that a loss is probable and the amount can be reasonably estimated. Judgment is required to determine both the probability and the estimated amount of loss. If the reasonable estimate of a probable loss is a range, we record an accrual for the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. We review these accruals on a quarterly basis and adjust, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other current information. Contingent gains are recognized only when realized.

Income tax contingencies related to uncertain tax positions are accounted for in accordance with applicable accounting guidance. Refer to Note 2, Summary of Significant Accounting Policies - Income Taxes in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 for further details.23

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Purchase Commitments with Suppliers and Vendors

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, ~~2024~~2025, we had total purchase obligations with suppliers and vendors of approximately $~~382.6~~352 million. Our total purchase obligations as of August 31, ~~2024~~2025 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the ~~nine~~three months ended ~~May~~November 3130, 2025, we had no new material purchase obligations.

We also have contractual obligations related to our lease liabilities and outstanding debt., ~~Refer~~refer to Note 109, Leases and Note 1110, Debt, respectively, for information ~~regarding lease commitments and outstanding debt obligations, respectively~~.

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business. Our 2025 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit. We have not obtained any letters of credit under the 2025 Revolving Facility since its inception. AsWe ~~of May 31, 2025 and August 31, 2024, we~~ had $0.7 million ~~and $0.4 million~~ of standby letters of credit outstanding as of November 30, ~~respectively~~2025 and August 31, 2025. No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Refer to Note 1110, Debt, for information regarding the 2025 Revolving Facility.

Contingencies

Legal Matters

In the normal course of our business, we are, or may be, engaged in various legal proceedings, claims, litigation and regulatory proceedings. In view of the uncertainty inherent in litigation and regulatory matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. While we cannot predict the outcome of these matters, based on information available at ~~May~~November 3130, 2025, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

Income Taxes

As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. We believe that the final outcome of these examinations or settlements will not have a material effect on our consolidated financial position, results of operations or our cash flows. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.

Sales Tax Matters

During August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales ~~Taxes~~Tax Dispute"). We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales ~~Taxes~~Tax Dispute.

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During the first quarter of fiscal 2025 and the fourth quarter of fiscal 2024, we took charges of approximately $2.4 million and $54.0 million, respectively, related to this dispute and made corresponding payments of $56.4 million to the Commonwealth during the first quarter of fiscal 2025. In addition to reserves taken in prior fiscal years, this brought our total charge and cash payments with respect to this matter to approximately $66.2 million.

~~13. STOCKHOLDERS' EQUITY~~24

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12. STOCKHOLDERS' EQUITY

The following table presents the shares of common stock repurchased under our share repurchase program and acquired from holders of our stock-based awards upon vesting to satisfy tax withholding requirements:

Share Repurchases

	Three Months Ended				~~Nine Months Ended~~
	May 31,				May 31,
	November 30,
(in thousands, except share data)	2025		~~2024~~		~~2025~~2024		~~2024~~
Repurchases of common stock under the share repurchase program	184,050		135,150		425,239		384,150
	Shares		Amount		Shares		Amount
Total cost of common stock repurchased under the share repurchase program(1)	$	80,696	$	59,753	$	193,838	$	171,918
Repurchases of common stock under the share repurchase program(1)	478,100		$	139,899	104,475		$	48,790
Repurchases of common stock to satisfy tax withholding requirements due upon vesting of stock-based awards	121,~~634~~374		~~2,843~~$	5,695	3229,~~504~~093		~~35,226~~$	13,385
Total cost of repurchases of common stock to satisfy withholding requirements due upon vesting of stock-based awards	$	710	$	1,224	$	14,938	$	15,689

(1) For the three ~~and nine~~ months ended ~~May~~November 3130, 2025 and 2024, amount excludes a 1% excise tax of $01.73 million and $2.0.8 million, respectively, on corporate stock repurchases required under the Inflation Reduction Act of 2022.

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of May 31, 2025, $106.2 million remained authorized under our share repurchase program.

On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025. ~~through~~As ~~September~~of November 30, ~~2026~~2025, $260.1 million remained available under our share repurchase program.

On December 16, 2025, our Board of Directors approved an additional $600 million in share repurchase authority, which is available immediately with no expiration date. The additional authorization also removed the expiration date from the June 17, 2025 authorization.

In addition to our share repurchase program, we also acquire shares of our common stock from holders of our stock-based awards to satisfy withholding tax requirements due at vesting. Shares acquired from these holders do not reduce the amount authorized for repurchase under the share repurchase program.

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase activity.

Equity-based Awards

Refer to Note 1514, Stock-Based Compensation for more information on equity awards issued during the ~~nine~~three months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024.

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Dividends

Our Board of Directors approved the following dividends:

Year Ended	Dividends perShare ofCommon Stock		Record Date	Total Amount(in thousands)		Payment Date
Fiscal 2026
First Quarter	$	1.10	November 28, 2025	$	40,969	December 18, 2025
Fiscal 2025
First Quarter	$	1.04	November 29, 2024	$	39,572	December 19, 2024
Second Quarter	$	1.04	February 28, 2025	$	39,511	March 20, 2025
Third Quarter	$	1.10	May 30, 2025	$	41,644	June 18, 2025
Fiscal 2024
First Quarter	$	0.98	November 30, 2023	$	37,299	December 21, 2023
Second Quarter	$	0.98	February 29, 2024	$	37,360	March 21, 2024
Third Quarter	$	1.04	May 31, 2024	$	39,589	June 20, 2024

~~In the third quarter of fiscal 2025, our Board of Directors approved a 6% increase in the regular quarterly dividend from $1.04 to $1.10 per share.~~ Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

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Accumulated Other Comprehensive Loss

The components of AOCL as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025 were as follows:

(in thousands)	~~May~~November 3130, 2025		August 31, ~~2024~~2025
Accumulated unrealized gains (losses) on cash flow hedges, net of tax	$	~~3,988~~(746)	$	12,~~843~~143
Accumulated foreign currency translation adjustments	(7273,~~545~~281)		(8165,~~456~~891)
Total AOCL	$	(6874,~~557~~027)	$	(7963,~~613~~748)

1413. EARNINGS PER SHARE

Basic earnings per common share ("Basic EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per common share ("Diluted EPS") is calculated by using the treasury stock method which assumes the issuance of common stock for all potentially dilutive stock-based awards.

The following is a reconciliation of our Basic and Diluted EPS computations:


	Three Months Ended
	November 30,
(in thousands, except per share data)	2025		2024
Numerator
Net income used for calculating Basic EPS and Diluted EPS	$	152,580	$	150,022
Denominator
Weighted average common shares used in the calculation of Basic EPS	37,409		38,005
Common stock equivalents associated with stock-based compensation plans	206		512
Shares used in the calculation of Diluted EPS	37,615		38,517
Basic EPS	$	4.08	$	3.95
Diluted EPS	$	4.06	$	3.89

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	Three Months Ended				Nine Months Ended
	May 31,				May 31,
(in thousands, except per share data)	2025		2024		2025		2024
Numerator
Net income used for calculating Basic EPS and Diluted EPS	$	148,542	$	158,135	$	443,424	$	447,630
Denominator
Weighted average common shares used in the calculation of Basic EPS	37,907		38,089		37,976		38,069
Common stock equivalents associated with stock-based compensation plans	437		551		481		575
Shares used in the calculation of Diluted EPS	38,344		38,640		38,457		38,644
Basic EPS	$	3.92	$	4.15	$	11.68	$	11.76
Diluted EPS	$	3.87	$	4.09	$	11.53	$	11.58

The following table presents the potential common shares that were excluded from Diluted EPS as they relate to stock-based awards that were antidilutive or subject to performance conditions which have not been satisfied by the end of the reporting period:

	Three Months Ended		~~Nine Months Ended~~
	May 31,		May 31,
	November 30,
(in thousands)	2025	2024	~~2025~~	~~2024~~
Stock options	888	763	759	255
Stock options and stock options with performance conditions	1,405	721
Restricted stock units and performance share units	93264	9398	95	95

1514. STOCK-BASED COMPENSATION

Our stock-based compensation expense consists of:

•Stock options, restricted stock units ("RSUs") and performance share units ("PSUs") issued to eligible employees, and stock options with performance conditions ("PSOs") issued to our Chief Executive Officer ("CEO"), all under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the "LTIP").

•Stock options and RSUs issued to non-employee members of the Board of Directors ("non-employee directors") under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the "Director Plan").

•Common stock purchased by eligible employees under the FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated, as well as shares acquired beginning in fiscal 2026 under the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan (collectively, the "“ESPP"”).

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We measure and recognize stock-based compensation expense for all stock-based awards and purchases of common stock under the ESPP based on their estimated grant date fair value.

We ~~utilize~~use a lattice-~~binomial~~based option-pricing model ("~~binomial~~lattice model") to estimate the grant date fair value for our employee stock options. ~~and~~For ~~the~~our ~~Black-Scholes~~CEO ~~model~~PSOs, togrant ~~estimate~~date ~~the~~fair value was estimated using a Monte Carlo simulation ("Monte Carlo model"). The grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP is estimated using a Black-Scholes model.

~~Both~~The ~~the~~lattice ~~binomial~~ model, ~~and~~ Black-Scholes model, ~~involve~~and Monte Carlo model each require certain estimates and assumptions, including the risk-free interest rate, expected volatility, and dividend yield. The Black-Scholes and Monte Carlo models incorporate an assumed expected life of the award, while the lattice model derives the expected life as an output incorporating assumptions such as: vesting restrictions and expected exercise patterns based on the intrinsic value of the options.

The primary assumptions and their definitions are as follows:

•Risk-free interest rate - based on the U.S. Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

•Expected ~~life~~volatility - ~~the~~based ~~weighted~~on ~~average~~a ~~period~~blend of historical volatility of the stock-based ~~awards~~award's ~~are~~useful ~~expected~~life toand ~~remain~~the ~~outstanding~~weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.

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•Expected volatility - based on a blend of historical volatility of the stock-based award's expected term and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.

•Dividend yield - the expectation of dividend payouts based on our history.

~~The~~•Expected ~~binomial~~life ~~model~~- ~~also~~the ~~incorporates~~weighted ~~market~~average ~~conditions,~~period ~~vesting~~the ~~restrictions~~stock-based ~~and~~awards ~~exercise~~are ~~patterns~~expected to remain outstanding.

For RSUs and PSUs (collectively, "Restricted Stock Awards"), the grant date fair value is measured by reducing the grant date price of our common stock by the present value of expected future dividend payments on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. The number of PSUs granted assumes target-level achievement of the specified performance levels within the payout range. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.

Stock-based compensation expense for stock option and RSU awards is recognized over ~~the~~their ~~requisite~~respective ~~service~~services period using the straight-line method. For ~~stock~~these ~~options and RSU grants~~awards, the amount of stock-based compensation expense recognized on any date is at least equal to the vested portion of the award on that date.

Our PSUs require us to make assumptions regarding the probability of achieving specified performance levels established at the time of grant. We recognize stock-based compensation expense for PSUs using the straight-line method over the requisite service period. The probability of achieving the specified performance levels is reviewed on a quarterly basis to ensure the amount of stock-based compensation expense appropriately reflects the expected achievement.

For our ESPP, stock-based compensation expense is recognized on a straight-line basis over the offering period.

Our stock-based awards are generally subject to the continued employment for employees, or continued service for non-employee directors, through the applicable vesting date. Compensation expense for stock-based awards is recorded net of estimated forfeitures, which are based on historical forfeiture rates and are revised if actual forfeitures differ from those estimates.

Stock-based Compensation Expense

The following table presents the stock-based compensation expense for the periods presented:

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Stock-based compensation expense

1718,~~015~~457

1513,~~745~~592

~~47,154~~

~~46,707~~

There were no stock-based compensation costs capitalized in any periods presented. As of ~~May~~November 3130, 2025, $~~136~~205.04 million of total unrecognized stock-based compensation expense related to non-vested stock-based awards is expected to be recognized over the remaining weighted average vesting period of 3.01 years.

~~Employee Stock Option Awards~~27

Our annual grant of employee stock options during the first quarter of each fiscal year makes up the majority of our employee stock options granted under the LTIP in each fiscal year.

The following table presents the employee stock options granted under the LTIP for the nine months ended May 31, 2025 and May 31, 2024:

	Nine Months Ended
	May 31,
	2025		2024
Stock options granted(1)	203,114		243,379
Weighted average exercise price	$	459.17	$	436.61
Weighted average grant date fair value	$	133.21	$	132.59

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~~(1)~~Employee ~~Includes~~Stock ~~the~~Option annual employee grant on November 1, 2024 and November 1, 2023 of 200,693 and 242,371 stock options, respectively. These annual employee grants vest 20% annually on the anniversary date of the grant, are fully vested after five years, and expire ten years from the date of grant.Awards

AsThe ~~part~~following oftable presents the ~~November 1,~~employee ~~2024~~stock ~~annual~~options ~~employee~~granted ~~grant,~~under the ~~estimated~~LTIP ~~grant~~for ~~date~~the ~~fair~~three ~~value,~~months ~~using~~ended ~~the binomial model~~November 30, ~~leveraged~~2025 ~~the~~and ~~following~~November 30, ~~assumptions~~2024:

November 1, 2024 Annual Employee Grant Details
	Three Months Ended
Stock options granted	200,693
	November 30,
Risk-free interest rate	4.31% - 4.87%
	2025						2024
Expected life (years)	6.62
	Shares		Weighted average exercise price		Weighted average grant date fair value		Shares	Weighted average exercise price		Weighted average grant date fair value
Expected volatility	24.49	%
Stock options granted(1)	213,811		$	264.57	$	75.34	200,693	$	458.80	$	133.10
Dividend yield	0.95%
CEO performance stock option grant(2)	297,902		$	295.63	$	73.85	—	$	—	$	—
Estimated fair value	$133.10
Total stock options awards granted	511,713						200,693
Exercise price	$458.80

(1) Our annual grant of employee stock options during the first quarter of each fiscal year makes up the majority of our employee stock options granted under the LTIP in each fiscal year. The annual grant on November 3, 2025, of 213,811 vests 25% annually on the anniversary date of the grant and are fully vested after four years. The annual grant on November 1, 2024, of 200,693 vests 20% annually on the anniversary date of the grant and are fully vested after five years.

(2) Reflects a grant to our CEO on September 22, 2025 of PSOs as part of his May 28, 2025 employment agreement. The PSOs vest if, during the performance period ending on the fifth anniversary of the grant date, our common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. Options are not exercisable before the third anniversary of the grant date. These options expire ten years from the grant date.

We used the lattice model and Monte Carlo model to estimate the grant date fair value of the November 3, 2025 annual employee stock option grant and the September 22, 2025 CEO PSO grant, respectively. The following table presents the grant information and model assumptions:


	Annual Employee Grant		Performance Option Grant
Employee Grant Details	November 3, 2025		September 22, 2025
Stock options granted	213,811		297,902
Estimated fair value	$75.34		$73.85
Exercise price	$264.57		$295.63
Assumptions
Risk-free interest rate	3.61% - 4.16%		4.08	%


Expected volatility	27.57	%	24.72	%

Dividend yield	1.32%		0.90%
Expected life (years)	6.33		5.00

Employee Restricted Stock Awards

Our annual grant of employee Restricted Stock Awards during the first quarter of each fiscal year makes up the majority of our employee Restricted Stock Awards granted under the LTIP in each fiscal year. These awards entitle the holders to shares of common stock as the Restricted Stock Awards vest. For unvested Restricted Stock Awards, holders are not entitled to dividends declared on the underlying shares.

~~The following table presents the employee Restricted Stock Awards granted under the LTIP for the nine months ended May 31, 2025 and May 31, 2024:~~28

	Nine Months Ended
	May 31, 2025			May 31, 2024
	Shares	Weighted AverageGrant Date Fair ValuePer Award		Shares	Weighted AverageGrant Date Fair ValuePer Award
RSUs granted(1)	91,766	$	444.16	74,355	$	423.07
PSUs granted(2)	34,479	$	446.59	37,008	$	424.63
Performance adjustment - PSUs(3)	7,364	$	424.01	14,472	$	306.33
Total Restricted Stock Awards	133,609			125,835

(1) Includes the annual employee grant on November 1, 2024 and November 1, 2023 of 76,448 and 63,722 RSUs, respectively. The majority of the RSUs granted vest 20% annually on the anniversary date of the grant and are fully vested after five years.

(2) Includes the annual employee grant on November 1, 2024 and November 1, 2023 of 33,756 and 36,860 PSUs, respectively. The majority of the PSUs granted cliff vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives. The achievement range was 0% to 200% for both the November 1, 2024 and November 1, 2023 annual grants.

(3) Additional PSUs were granted during the first quarter of fiscal 2025 and fiscal 2024 based on performance above the specified target level of achievement for PSUs granted on November 1, 2021 and November 9, 2020, respectively.

Stock-based Awards Available for Grant

As of May 31, 2025, we had 3.3 million employee stock-based awards available for grant under the LTIP and 0.2 million non-employee director stock-based awards available for grant under the Director Plan. In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.

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~~16.~~The ~~SEGMENT~~following ~~INFORMATION~~table presents the employee Restricted Stock Awards granted under the LTIP for the three months ended November 30, 2025 and November 30, 2024:

Operating segments are defined as components of an enterprise that have the following characteristics: (i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the chief operating decision maker ("CODM") for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available. Our Chief Executive Officer functions as our CODM.


	Three Months Ended
	November 30,
	2025			2024
	Shares	Weighted Average Grant Date Fair Value Per Award		Shares	Weighted Average Grant Date Fair Value Per Award
RSUs granted(1)	235,349	$	260.95	76,448	$	445.89
PSUs granted(2)	65,717	$	258.46	33,756	$	445.97
Performance adjustment - PSUs(3)	—	$	—	7,364	$	424.01
Total Restricted Stock Awards	301,066			117,568

We(1) ~~have~~Includes ~~three~~the ~~operating~~annual ~~segments~~employee grant on November 3, ~~which~~2025, ~~are~~of ~~consistent~~169,049 ~~with~~RSUs and a one-time grant to our ~~reportable~~CEO ~~segments:~~on ~~Americas~~September 22, ~~EMEA~~2025 ~~and~~of ~~Asia~~58,332 ~~Pacific~~RSUs. ~~This~~Both isgrants ~~how~~vest ~~our~~25% ~~CODM~~annually ~~manages~~on ~~our~~the ~~business~~anniversary date of the grant and are fully vested after four years. The annual employee grant on November 1, 2024, of 76,448 RSUs vests 20% annually on the ~~geographic~~anniversary ~~markets~~date inof ~~which~~the wegrant ~~operate~~and are fully vested after five years.

(2) PSUs granted during the three months ended November 30, 2025, include the annual employee grant on November 3, 2025, of 43,281 PSUs, and a one-time grant to our CEO on October 1, 2025, of 22,436 PSUs. PSUs granted during the three months ended November 30, 2024 includes the annual employee grant on November 1, 2024 of 33,756 PSUs. Each grant cliff vests on the third anniversary of the grant date, subject to the achievement of certain performance metrics, with an achievement range from 0% to 200%. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.

(3) Additional PSUs were granted during the first quarter of fiscal 2025 based on performance above the specified target level of achievement for PSUs granted on November 1, 2021.

Stock-based Awards Available for Grant

As of November 30, 2025, we had 2.1 million employee stock-based awards available for grant under the LTIP and 0.2 million non-employee director stock-based awards available for grant under the Director Plan.

In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.

15. SEGMENT INFORMATION

We have three operating segments: Americas, EMEA and Asia Pacific. This is how our CODM manages our business and the geographic markets in which we operate. These operating segments are consistent with our reportable segments.

The Americas segment primarily sells to clients throughout North, Central, and South America. The EMEA segment primarily sells to clients in Europe, the Middle East, and Africa. The Asia Pacific segment primarily sells to clients in Asia and Australasia. Segment revenues reflect sales to our clients based on the geographic region where the sale originated.

Each segment records expenses related to its individual operations with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments. The expenses incurred at our ~~content~~global ~~collection~~ centers of excellence ("COEs"), primarily located in India, and the Philippines ~~and Latvia~~, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided byto each segment.

Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.

~~The following table reflects the results of operations of our segments:~~29

(in thousands)	Americas		EMEA		Asia Pacific		Total
For the three months ended May 31, 2025
Revenues	$	380,501	$	145,741	$	59,278	$	585,520
Operating income	$	81,565	$	69,027	$	43,563	$	194,155
Capital expenditures(1)	$	21,781	$	920	$	2,529	$	25,230
	Americas		EMEA		Asia Pacific		Total
For the three months ended May 31, 2024
Revenues	$	356,468	$	141,279	$	54,961	$	552,708
Operating income	$	87,696	$	75,463	$	39,300	$	202,459
Capital expenditures(1)	$	19,491	$	408	$	1,440	$	21,339
	Americas		EMEA		Asia Pacific		Total
For the nine months ended May 31, 2025
Revenues	$	1,117,404	$	432,853	$	174,590	$	1,724,847
Operating income	$	236,490	$	208,633	$	125,859	$	570,982
Capital expenditures(1)	$	68,809	$	1,412	$	4,619	$	74,840
	Americas		EMEA		Asia Pacific		Total
For the nine months ended May 31, 2024
Revenues	$	1,057,453	$	420,016	$	163,400	$	1,640,869
Operating income	$	250,255	$	207,167	$	116,019	$	573,441
Capital expenditures(1)	$	54,284	$	1,664	$	3,774	$	59,722

(1) Capital expenditures include purchases of PPE and capitalized internal-use software.

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The following tables reflect the results of operations of our segments:


(in thousands)
For the three months ended November 30, 2025	Americas		EMEA		Asia Pacific		Total
Revenues	$	396,176	$	149,517	$	61,928	$	607,621
Operating expenses(1)	317,643		81,363		16,544		415,550
Operating income	$	78,533	$	68,154	$	45,384	$	192,071
Total other income (expense), net							(1,958)
Income before income taxes							$	190,113

Other segment disclosures
Depreciation and amortization	$	39,767	$	2,285	$	2,096	$	44,148
Stock-based compensation	$	14,765	$	2,459	$	1,233	$	18,457
Capital expenditures(2)	$	23,741	$	5,201	$	1,905	$	30,847

For the three months ended November 30, 2024	Americas		EMEA		Asia Pacific		Total
Revenues	$	367,242	$	143,725	$	57,700	$	568,667
Operating expenses(1)	285,444		74,687		17,201		377,332
Operating income	$	81,798	$	69,038	$	40,499	$	191,335
Total other income (expense), net							(11,596)
Income before income taxes							$	179,739

Other segment disclosures
Depreciation and amortization	$	31,931	$	1,931	$	1,855	$	35,717
Stock-based compensation	$	10,417	$	2,089	$	1,086	$	13,592
Capital expenditures(2)	$	24,954	$	375	$	545	$	25,874

(1) Operating expenses consist of Cost of services and SG&A costs.

(2) Capital expenditures include purchases of PPE and capitalized internal-use software.

Segment Total Assets

The following table reflects the total assets for our segments as of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025:

(in thousands)	~~May~~November 3130, 2025		August 31, ~~2024~~2025
Americas	$	3,~~596~~557,~~488~~563	$	3,~~178~~523,~~800~~467
EMEA	~~583~~502,~~953~~417		~~600~~610,~~206~~364
Asia Pacific	~~158~~160,~~321~~804		~~276~~170,~~034~~441
Total assets	$	4,~~338~~220,~~762~~784	$	4,~~055~~304,~~040~~272

3530

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024 and those discussed in Part II, Item 1A~~2025. ~~Risk Factors in this Quarterly Report on Form 10-Q.~~

Our MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

•Executive Overview

•Annual Subscription Value ("ASV")

•Client and User Additions

•Employee Headcount

•Results of Operations

•Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Off-Balance Sheet Arrangements

•Foreign Currency Exposure

•Critical Accounting Estimates

•New Accounting Pronouncements

Executive Overview

We drive our business based on ~~our~~a detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions, and application programming interfaces ("APIs"). AI is embedded across these offerings to enhance data discovery, automate routine workflows and improve the speed and accuracy of client insights. The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our ~~dedicated~~ client service team.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. ~~Within~~Refer ~~each~~to ~~segment~~Note 15, weSegment ~~offer~~Information, ~~data~~in the Notes to the Consolidated Financial Statements included in Part I, ~~products~~Item ~~and~~1. ~~analytical~~of ~~applications~~this byQuarterly ~~firm~~Report ~~type:~~on Form 10-Q for more information on our segments.

Within each segment, we offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Market Infrastructure. In fiscal 2026, we renamed "Partnerships and CGS" to "Market Infrastructure".

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•"Institutional Buyside" focuses on global asset managers, asset owners, and hedge fund professionals,

•"Dealmakers" focuses on investment bankers, sell-side research analysts, corporate users, investor relations officers and private equity and venture capital professionals,

•"Wealth" focuses on wealth management clients, and

36•"Market Infrastructure" focuses on partnerships that deliver solutions to firms in the financial services ecosystem including data, analytics and technology platform providers and includes CGS, the exclusive issuer of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally.

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•"Partnerships and CGS": "Partnerships" delivers solutions to firms in the financial services ecosystem including data, analytics and technology platform providers. "CGS" is an originator of securities identification, managed on behalf of the American Bankers Association, for all sectors of the global financial markets.

Refer to Note 16, Segment Information, in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on our segments.

Business Strategy

We strive to be a trusted enterprise partner and service provider to our clients across the financial services spectrum, delivering relevant intelligence, insights and execution solutions tailored to our clients' business models.

We are focused on growing our global business through three strategically aligned geographic segments: the Americas, EMEA and Asia Pacific. This approach allows us to better manage resources, target solutions and interact with clients effectively.

To execute our strategy, we are focused on three core pillars and primary areas of investment:

•Expanding our data offerings and delivery capabilities: We continue to scale up our data ecosystem to provide a comprehensive inventory of industry, proprietary and third-party data. This includes granular data for key industry verticals, real-time market data, fund data and sustainable finance. ~~We believe that our breadth of high-quality, connected data will serve as critical raw material for large language models.~~ In addition to using our growing data catalog to ~~power~~drive our ~~artificial intelligence ("~~AI") -powered workstation products, we aim to continue to expand our data delivery capabilities in the cloud and through other methods to advance our position as an enterprise data provider for our clients.

•Embedding deeper in client workflows: Through continued innovation, we aim to deepen our integration into our clients' workflows. We are focused on expanding further into the buy-side front office by leveraging our expertise in portfolio performance, analytics, and risk management. In addition, we are building on our strong presence on advisor desktops by expanding into prospecting and digital reporting workflows. We are also working to introduce next-generation automation in research, financial modeling, and pitch creation.

•Innovating with AI: ~~Our~~We ~~artificial~~believe ~~intelligence~~sustainable ~~roadmap,~~success ~~driven~~in byenterprise ~~our~~AI ~~FactSet~~depends AIon ~~Blueprint~~trusted, ~~continues~~high-quality todata, ~~resonate~~secure integration with ~~our~~models ~~clients~~and workflows, and deep domain expertise. We ~~recently~~continue ~~launched~~to ~~new~~advance ~~AI-powered~~a ~~solutions~~pragmatic, open, and flexible strategy for ~~generating~~integrating ~~portfolio~~AI ~~performance~~and ~~commentary,~~natural ~~analyzing~~language ~~earnings~~processing ~~call~~into ~~transcripts~~our clients’ workflows, ~~and~~aiming ~~requesting~~to ~~FactSet~~boost ~~data~~productivity ~~using~~by ~~natural~~surfacing ~~language~~actionable ~~queries~~insights inthroughout ~~client-built~~the ~~environments~~portfolio lifecycle and ~~chatbots.~~automating Weroutine ~~believe~~research ~~that~~and ~~our~~content ~~pragmatic,~~processing ~~open~~tasks. ~~and~~FactSet ~~flexible~~is ~~approach~~delivering toAI ~~leveraging~~embedded AIworkflow tosolutions ~~enhance~~for ~~our~~various ~~clients’~~personas ~~workflows~~including ~~will~~research ~~differentiate~~analysts, ~~FactSet~~bankers, ~~from~~portfolio ~~our~~managers, ~~competitors~~wealth advisors and ~~drive~~engineering ~~growth~~teams across our clients.

~~Executive~~ ~~Leadership~~Fiscal ~~Transition~~2026 First Quarter in Review

OnRevenues ~~June~~in 3,the ~~2025~~first quarter of fiscal 2026 were $607.6 million, ~~FactSet~~an ~~announced~~increase of 6.9% from the ~~appointment~~comparable ofprior ~~Sanoke~~year ~~Viswanathan~~period. asThe ~~Chief~~growth ~~Executive~~in ~~Officer~~revenues ~~and~~was ~~that~~driven heby ~~will~~a ~~join~~6.0% ~~FactSet’s~~increase ~~Board~~in oforganic ~~Directors~~revenues, ~~effective~~a on0.7% ~~September~~increase 1from acquisition revenues, ~~2025~~net of a decrease in revenues from a disposition of a business at the end of the prior fiscal year, orand ~~such~~a ~~other~~net ~~mutually~~increase ~~agreed~~of ~~date~~0.2% ~~Mr.~~from ~~Viswanathan~~foreign ~~will~~currency ~~succeed~~exchange Frate fluctuations. ~~Philip~~Revenues ~~Snow~~increased in all our segments, ~~who~~primarily ~~will~~in ~~retire~~the Americas. Revenues increased primarily from ~~these~~workstations, ~~roles~~portfolio ~~effective~~management onand Mrtrading solutions, and data solutions. ~~Viswanathan~~Refer to Part I, Item 2. Management's ~~start~~Discussion ~~date.~~and ToAnalysis ~~support~~of aFinancial ~~smooth~~Condition ~~leadership~~and ~~transition~~Results of Operations, ~~Mr.~~Non-GAAP ~~Snow~~Financial ~~will~~Measures, ~~continue~~of ~~employment~~this ~~with~~Quarterly ~~FactSet~~Report inon anForm ~~advisory~~10-Q ~~capacity~~for ~~until~~the ~~November~~definition ~~15,~~of ~~2025~~organic orrevenues ~~such~~and ~~later~~a ~~date~~reconciliation asbetween ~~mutually~~revenues ~~agreed~~and organic revenues.

~~Fiscal~~As of November 30, 2025, ~~Third~~organic ~~Quarter~~annual subscription value ("Organic ASV") totaled $2,389.6 million, an increase of 5.9% over the prior year. Organic ASV increased in ~~Review~~all our segments, with the majority of the increase in the Americas. The Organic ASV increase was mainly driven by workstations, data solutions and, to a lesser extent, CGS. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value, of this Quarterly Report on Form 10-Q for the definition of Organic ASV.

~~Revenues~~Operating inmargin was 31.6% for the ~~third~~first quarter of fiscal ~~2025 were $585.5 million~~2026, ancompared ~~increase~~to ~~of 5~~33.96% ~~from~~in the ~~comparable~~ prior year period. This ~~5.9%~~decrease ~~growth~~ in ~~revenues~~operating margin was primarily driven by ahigher ~~4.4%~~amortization ~~increase~~of inintangible ~~organic revenues~~assets, aemployee ~~1.4%~~compensation ~~increase~~costs ~~from~~and ~~acquisition~~technology-related ~~revenues~~expenses, ~~and~~partially aoffset ~~0.1%~~by ~~net~~growth ~~increase from foreign currency exchange rate fluctuations. Revenues increased~~ in all our segments, primarily in the Americas. Revenues increased primarily from workstations and, to a lesser extent, front office solutions and CGS. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures, of this Quarterly Report on Form 10-Q for the definition of organic revenues ~~and a reconciliation between revenues and organic revenues~~.

As of May 31, 2025, organic annual subscription value ("Organic ASV") totaled $2,296.9 million, an increase of 4.5% over the prior year. Organic ASV increased in all our segments, with the majority of the increase in the Americas. The Organic ASV increase was mainly driven by workstations and, to a lesser extent, CGS and data solutions. Refer to Part I, Item 2. Management's Discussion and32

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Net ~~Analysis~~income offor ~~Financial~~the ~~Condition~~first ~~and~~quarter ~~Results~~ of ~~Operations,~~fiscal ~~Annual~~2026 ~~Subscription~~was ~~Value~~$152.6 million, an increase of ~~this~~1.7% ~~Quarterly~~from ~~Report~~the onprior ~~Form~~year ~~10-Q~~period. Diluted earnings per common share ("Diluted EPS") was $4.06 for the ~~definition~~first quarter of ~~Organic~~fiscal ~~ASV~~2026, an increase of 4.4% compared with the prior year period. The increase in Net Income and Diluted EPS was primarily driven by growth in revenues, partially offset by higher operating expenses.

~~Operating~~We ~~margin~~returned ~~was 33~~$181.2%3 ~~for~~million ~~the third quarter of fiscal 2025, compared~~ to ~~36.6%~~our instockholders ~~the prior year period. When expenses are expressed as a percentage of revenues, this decrease~~ in ~~operating margin was mainly due to higher employee compensation costs and amortization of intangible assets, partially offset by growth in revenues and a benefit from~~ the ~~net~~form ~~settlement~~ of ~~our foreign currency forward contracts. Diluted earnings per common~~ share ~~("Diluted~~repurchases ~~EPS")~~and ~~was~~dividends ~~$3.87~~during ~~for~~ the ~~third~~three ~~quarter~~months ofended ~~fiscal 2025~~November 30, ~~a decrease of 5~~2025.~~4% from the comparable prior year period, primarily driven by lower operating income.~~

WeAs ~~returned~~of ~~$120~~November 30, 2025, our client and user count was 9,003 and 239,863, respectively. Our employee headcount was 12,886 as of November 30, 2025, up 2.5% ~~million~~compared to ~~our~~the ~~stockholders~~prior inyear. ~~the~~This ~~form~~increase ofwas ~~share~~driven ~~repurchases~~by ~~and~~net ~~dividends~~headcount ~~during~~growth ~~the~~of ~~three~~3.0% ~~months~~in ~~ended~~the ~~May 31~~Americas, ~~2025~~2.4% in Asia Pacific and 2.3% in EMEA.

As of May 31, 2025, our client and user count was 8,811 and 220,496, respectively. Our employee headcount was 12,579 as of May 31, 2025, up 2.6% compared to the prior year. This increase was driven by net headcount growth of 5.2% in Americas, 3.4% in EMEA and 1.7% in Asia Pacific.

Annual Subscription Value ("ASV")

We believe ASV reflects our ability to grow recurring revenues and generate positive cash flows, and thus serves as a key indicator of the successful execution of our business strategy.

–"ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients.

–"Organic ASV" at any point in time equals our ASV excluding ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency movements.

Beginning in fiscal 2025, we are reporting Organic ASV, rather than Organic ASV plus professional services, to focus on the recurring nature of our revenues. This underscores the shift of our offerings toward providing more managed services and less project-based services.

Organic ASV

The following table presents the calculation of Organic ASV as of ~~May~~November 3130, 2025. With proper notice provided as contractually required, our clients can add to, delete portions of, or terminate service, subject to certain limitations.

(dollar amounts in millions)	As of ~~May~~November 3130, 2025
ASV	$	2,~~335~~411.1
Currency impact(1)	(5.7)
Impact from foreign currency movements	2.4
Acquisition ASV(2)	(32.5)
Acquisition ASV(1)	(23.9)
Organic ASV	$	2,~~296~~389.96
Organic ASV annual growth rate	4.5		%
Organic ASV annual growth rate(2)	5.9		%

(1)~~The~~ASV ~~impact~~ from ~~foreign~~acquisitions ~~currency~~completed ~~movements.~~within the last 12 months.

(2)~~Acquired~~For comparability purposes, in calculating the organic ASV annual growth rate, the prior year excludes ASV from ~~acquisitions~~dispositions completed ~~within~~in the last 12 months.

~~As of May 31, 2025,~~ Organic ASV ~~was $2,296.9 million, an increase of 4.5% compared with May 31, 2024. Organic ASV~~ increased in all our segments, with the majority of the increase in the Americas. The increase in Organic ASV was primarily ~~due~~driven toby ~~higher~~workstations, ~~sales~~data tosolutions ~~existing clients~~ and, to a lesser extent, ~~price~~CGS. ~~increases~~This toincrease ~~existing~~is ~~clients~~derived ~~and~~from higher net sales to ~~new~~existing clients, ~~all primarily driven by workstations~~ and, to a lesser extent, ~~CGS~~sales ~~and~~to ~~data~~new ~~solutions~~clients. ~~This increase was partially offset by existing client cancellations.~~

Segment ASV

As of ~~May~~November 3130, 2025, ASV from the Americas represented 65% of total ASV and was $1,~~513~~575.18 million, an increase from $1,~~415~~464.35 million as of ~~May~~November 3130, 2024. Americas Organic ASV was $1,~~486~~556.05 million as of ~~May~~November 3130, 2025, a 56.04% increase from the prior year ~~period~~. The Organic ASV increase in the Americas was primarily driven by workstations and, to a lesser extent, data solutions and CGS.

38As of November 30, 2025, ASV from EMEA represented 25% of total ASV and was $591.0 million, an increase from $572.4 million as of November 30, 2024. EMEA Organic ASV was $588.5 million as of November 30, 2025, a 3.7% increase from the prior year. The EMEA Organic ASV increase was mainly from data solutions and, to a lesser extent, workstations and CGS.

As of November 30, 2025, ASV from Asia Pacific represented 10% of total ASV and was $244.3 million, an increase from $229.0 million as of November 30, 2024. Asia Pacific Organic ASV was $244.6 million as of November 30, 2025, an 8.4% increase from the prior year. The Asia Pacific Organic ASV increase was primarily driven by data solutions, workstations and middle office solutions.

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As of May 31, 2025, ASV from EMEA represented 25% of total ASV and was $581.9 million, an increase from $565.0 million as of May 31, 2024. EMEA Organic ASV was $575.2 million as of May 31, 2025, a 2.1% increase from the prior year period. The EMEA Organic ASV increase was mainly from CGS and data solutions.

As of May 31, 2025, ASV from Asia Pacific represented 10% of total ASV and was $240.1 million, an increase from $218.8 million as of May 31, 2024. Asia Pacific Organic ASV was $235.7 million as of May 31, 2025, a 7.1% increase from the prior year period. The Asia Pacific Organic ASV increase was primarily driven by workstations and data solutions.

Buy-side and Sell-side Organic ASV Growth

The buy-side and sell-side Organic ASV annual growth rates as of May 31, 2025 were each 4.0%. Buy-side clients account for approximately 82% of our Organic ASV, consistent with the prior year period, and primarily include institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients. The remaining Organic ASV is derived from sell-side firms, primarily including broker-dealers, banking and advisory firms, and private equity and venture capital firms.

Client and User Additions

The table below presents our total clients and users:

	As of May 31, 2025	As of May 31, 2024	Change
	As of November 30,
Clients(1)	8,811	8,029	9.7	%
	2025	2024	Change
Users(2)	220,496	208,140	5.9	%
Clients(1)	9,003	8,249	9.1	%
Users	239,863	218,267	9.9	%

(1)The client count includes clients with ASV of $10,000 and above.

~~(2)The~~Client ~~user~~ count ~~does~~increased ~~not~~mainly ~~reflect~~due ~~users~~to ~~associated~~corporate ~~with~~clients ~~our~~and ~~fiscal~~user ~~2025~~count ~~acquisitions~~increased primarily due to wealth management users.

~~Our~~Annual ~~total~~ASV ~~client~~retention ~~count~~ was ~~8,811~~greater than 95% of ASV as of ~~May~~November 3130, 2025, aand ~~net~~November 30, ~~increase of 9~~2024.7% orWhen ~~782~~expressed ~~clients~~as ina ~~the~~percentage ~~last~~of ~~12 months~~clients, ~~mainly~~annual ~~due~~retention towas an91% ~~increase~~as inof ~~corporates~~November 30, ~~primarily~~2025 ~~driven~~and byNovember 30, ~~clients from the Platform Group Limited ("Irwin") acquisition~~2024.

As of May 31, 2025, there were 220,496 professionals using FactSet, representing a net increase of 5.9% or 12,356 users in the last 12 months, primarily driven by an increase in wealth management users. The user count does not reflect our fiscal 2025 acquisitions.

Annual ASV retention was greater than 95% of ASV as of May 31, 2025 and May 31, 2024. When expressed as a percentage of clients, annual retention was 91% as of May 31, 2025, compared with 90% as of May 31, 2024.

Employee Headcount

As of ~~May~~November 3130, 2025, our net employee headcount increased by 2.65% to 12,~~579~~886, compared with 12,~~262~~575 employees as of ~~May~~November 3130, 2024. This net headcount growth was primarily driven by our ~~Irwin and Liquid Holdings, LLC ("LiquidityBook") acquisitions and~~ continued investment in our centers of excellence ("COEs"), through an increase in employees based in ~~the~~India, ~~Philippines~~ and ~~India. Approximately 67% of~~ our ~~employees~~Liquid ~~are~~Holdings, ~~located~~LLC in("LiquidityBook") ~~our COEs~~acquisition.

As of ~~May~~November 3130, 2025, compared to ~~May~~November 3130, 2024, our net headcount growth was 53.20% in the Americas, 32.4% in ~~EMEA~~Asia Pacific and 12.73% in ~~Asia Pacific~~EMEA. As of ~~May~~November 3130, 2025, we had 8,~~668~~921 employees located in Asia Pacific, 2,~~466~~508 in the Americas and 1,~~445~~457 in EMEA. Approximately 68% of our employees are located in our COEs.

Results of Operations

For an understanding of the significant factors that influenced our performance for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024, the following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes presented in Part I, Item 1. in this Quarterly Report on Form 10-Q.

39The following table summarizes the results of operations for the periods presented:


	Three Months Ended
	November 30,				% Change
(in thousands, except per share data)	2025		2024
Revenues	$	607,621	$	568,667	6.9	%
Cost of services	287,916		258,779		11.3	%
Selling, general and administrative	127,634		118,553		7.7	%

Operating income	$	192,071	$	191,335	0.4	%

Net income	$	152,580	$	150,022	1.7	%
Diluted weighted average common shares	37,615		38,517
Diluted EPS	$	4.06	$	3.89	4.4	%

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The following table summarizes the results of operations for the periods described:

	Three Months Ended							Nine Months Ended
	May 31,					% Change		May 31,				% Change
(in thousands, except per share data)	2025		2024		2025			2024
Revenues	$	585,520	$	552,708		5.9	%	$	1,724,847	$	1,640,869	5.1	%
Cost of services	280,729		246,986			13.7	%	809,112		753,749		7.3	%
Selling, general and administrative	110,636		103,263			7.1	%	344,753		313,679		9.9	%
Operating income	$	194,155	$	202,459		(4.1)	%	$	570,982	$	573,441	(0.4)	%
Net income	$	148,542	$	158,135		(6.1)	%	$	443,424	$	447,630	(0.9)	%
Diluted weighted average common shares	38,344		38,640					38,457		38,644
Diluted EPS	$	3.87	$	4.09		(5.4)	%	$	11.53	$	11.58	(0.4)	%

Revenues

Three months ended ~~May~~November 3130, 2025 compared with three months ended ~~May~~November 3130, 2024

~~Revenues~~The ~~for~~growth ~~the~~in ~~three~~revenues ~~months ended May 31, 2025 were $585.5 million, an increase~~ of 56.9%. ~~This 5.9% growth in revenues~~ was driven by a 46.40% increase in organic revenues, which totaled $~~577~~600.20 million for the three months ended ~~May~~November 3130, 2025, ~~and~~ a 10.47% increase from acquisition~~-related~~ revenues, ~~partially~~net ~~offset~~of bya decrease in revenues from a disposition of a business at the end of the prior fiscal year, and a net increase of 0.12% from foreign currency exchange rate fluctuations. Revenues increased in all our geographic segments, primarily in the Americas. The increase in revenues was primarily driven by workstations ~~and~~, toportfolio amanagement ~~lesser~~and ~~extent,~~trading ~~front office~~ solutions, and ~~CGS~~data solutions.

Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

Revenues for the nine months ended May 31, 2025 were $1,724.8 million, an increase of 5.1%. This 5.1% growth in revenues was driven by a 4.4% increase in organic revenues, which totaled $1,712.9 million for the nine months ended May 31, 2025, and a 0.7% increase from acquisition-related revenues. Revenues increased in all our segments, primarily in the Americas. The increase in revenues was mainly from workstations and, to a lesser extent, CGS.

Revenues by Segment

The following table summarizes our revenues by segment:

	Three Months Ended								~~Nine Months Ended~~
	May 31,						% Change		May 31,						% Change
	November 30,						% Change
(dollar amounts in thousands)	2025			2024					~~2025~~			~~2024~~
Americas	$	~~380~~396,~~501~~176		$	~~356~~367,~~468~~242		6.7.9	%	$	~~1,117,404~~		$	~~1,057,453~~		~~5.7~~	%
% of revenues	65.02		%	64.56		%			~~64.8~~		%	~~64.4~~		%
EMEA	$	~~145~~149,~~741~~517		$	~~141~~143,~~279~~725		34.20	%	$	~~432,853~~		$	~~420,016~~		~~3.1~~	%
% of revenues	24.96		%	25.63		%			~~25.1~~		%	~~25.6~~		%
Asia Pacific	$	5961,~~278~~928		$	5457,~~961~~700		7.93	%	$	~~174,590~~		$	~~163,400~~		~~6.8~~	%
% of revenues	10.12		%	910.91		%			~~10.1~~		%	~~10.0~~		%
Consolidated	$	~~585~~607,~~520~~621		$	~~552~~568,~~708~~667		56.9	%	$	~~1,724,847~~		$	~~1,640,869~~		~~5.1~~	%

40Three months ended November 30, 2025 compared with three months ended November 30, 2024

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Three months ended May 31, 2025 compared with three months ended May 31, 2024

Americas

~~Americas~~The ~~revenues~~growth ~~increased~~in ~~6.7%~~revenues toof ~~$380.5 million during the three months ended May 31, 2025, compared with $356.5 million from the same period a year ago. This 6.~~7.9% ~~growth in revenues~~ was driven by a 56.05% increase in organic revenues and a 1.84% increase from acquisition~~-related~~ revenues, ~~partially~~net ~~offset~~of by a ~~0.1%~~decrease ~~net~~in ~~decrease~~revenues from ~~foreign~~a ~~currency~~disposition ~~exchange~~of ~~rate~~a ~~fluctuations~~business at the end of the prior fiscal year. The increase in revenues was driven by workstations, portfolio management and ~~front~~trading ~~office~~solutions, and data solutions.

EMEA

~~EMEA~~The ~~revenues~~growth ~~increased~~in ~~3.2%~~revenues toof ~~$145~~4.~~7 million during the three months ended May 31, 2025, compared with $141.2 million from the same period a year ago. This 3.2~~0% ~~growth in revenues~~ was driven by a 24.30% increase in organic revenues, and a 0.6% net increase from ~~acquisition-related~~foreign ~~revenues~~currency ~~and~~exchange rate fluctuations, partially offset by a 0.36% ~~net~~decrease ~~increase~~in revenues from ~~foreign~~a ~~currency~~disposition, ~~exchange~~net ~~rate~~of ~~fluctuations~~acquisition revenues. The increase in revenues was mainly from ~~CGS,~~ data solutions, ~~and~~partially ~~front~~offset ~~office~~by ~~solutions~~a decrease in revenues due to the disposition of a business at the end of the prior fiscal year.

Asia Pacific

~~Asia~~The ~~Pacific~~growth in revenues ~~increased~~of 7.93% towas ~~$59.3~~driven ~~million~~by ~~during~~an ~~the~~8.3% ~~three~~increase ~~months~~in ~~ended~~organic ~~May 31,~~revenues ~~2025,~~and ~~compared~~a ~~with $55.~~0.2% ~~million~~net increase from ~~the~~foreign ~~same~~currency ~~period~~exchange arate ~~year~~fluctuations, ~~ago.~~partially ~~This~~offset 7by a 1.92% ~~growth~~decrease in revenues ~~was~~from ~~driven~~a bydisposition, anet 6of acquisition revenues.4% The increase in ~~organic~~ revenues, awas ~~0.9%~~driven ~~increase~~by ~~from~~data ~~acquisition-related~~solutions ~~revenues~~ and aworkstations, ~~0.6%~~partially ~~net~~offset ~~benefit~~by ~~from~~a ~~foreign~~decrease ~~currency~~in ~~exchange~~revenues ~~rate~~due ~~fluctuations.~~to ~~The~~the ~~increase~~disposition inof ~~revenues~~a ~~was~~business ~~driven~~at bythe ~~data~~end ~~solutions~~of ~~and~~the ~~workstations~~prior fiscal year.

Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

Americas

Revenues from the Americas increased 5.7% to $1,117.4 million during the nine months ended May 31, 2025, compared with $1,057.5 million from the same period a year ago. This 5.7% growth in revenues was driven by a 4.7% increase in organic revenues and a 1.0% increase from acquisition-related revenues. The increase in revenues was driven by workstations and, to a lesser extent, CGS and front office solutions.

EMEA

Revenues from EMEA increased 3.1% to $432.9 million during the nine months ended May 31, 2025, compared with $420.0 million from the same period a year ago. This 3.1% growth in revenues was driven by a 2.7% increase in organic revenues, a 0.3% increase from acquisition-related revenues and a 0.1% net increase from foreign currency exchange rate fluctuations. The increase in revenues was mainly from CGS, data solutions and middle office solutions.

Asia Pacific

Revenues from Asia Pacific increased 6.8% to $174.6 million during the nine months ended May 31, 2025, compared with $163.4 million from the same period a year ago. This 6.8% growth in revenues was driven by a 6.5% increase in organic revenues and a 0.3% increase from acquisition-related revenues. The increase in revenues was driven by data solutions and workstations.

Operating Expenses

Principal Operating Expenses

Cost of services is mainly comprised of employee compensation costs and also includes expenses related to data costs, ~~computer~~technology-related expenses, amortization of intangible assets, royalty fees, telecommunication costs and computer depreciation.

Selling, general and administrative ("SG&A") consists primarily of employee compensation costs and also includes expenses related to occupancy costs, professional fees, depreciation of furniture and fixtures, amortization of leasehold improvements, travel and entertainment expenses, marketing costs, other employee-related expenses, internal communication costs, bad debt expense, ~~and~~ the impact from our foreign currency forward contracts and asset impairments.

Employee compensation costs are a major component of both our Cost of services and SG&A. These expenses primarily include costs related to salaries, incentive compensation and sales commissions, stock-based compensation, benefits, employment taxes, and any applicable restructuring costs.35

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We assign employee compensation costs between Cost of services and SG&A based on the roles and activities associated with each employee. We categorize employees within the content collection, consulting, product development, software and systems engineering groups as Cost of services personnel. Employees included in our sales department and those that serve in various other support departments, including marketing, finance, legal, human resources and administrative services, are classified as SG&A.

The following table summarizes the components of our total operating expenses and operating margin:

	Three Months Ended								~~Nine Months Ended~~
	May 31,								May 31,						% Change
	November 30,
(dollar amounts in thousands)	2025			2024			% Change		~~2025~~			~~2024~~
Cost of services	$	~~280~~287,~~729~~916		$	~~246~~258,~~986~~779		1311.73	%	$	~~809,112~~		$	~~753,749~~		~~7.3~~	%
SG&A	~~110~~127,~~636~~634			~~103~~118,~~263~~553			7.17	%	~~344,753~~			~~313,679~~			~~9.9~~	%
Total operating expenses	$	~~391~~415,~~365~~550		$	~~350~~377,~~249~~332		1110.71	%	$	~~1,153,865~~		$	~~1,067,428~~		~~8.1~~	%
Operating income	$	~~194~~192,~~155~~071		$	~~202~~191,~~459~~335		(40.1)4	%	$	~~570,982~~		$	~~573,441~~		~~(0.4)~~	%
Operating margin	3331.26		%	3633.6		%			~~33.1~~		%	~~34.9~~		%

Cost of Services

Three months ended ~~May~~November 3130, 2025 compared with three months ended ~~May~~November 3130, 2024

The increase in Cost of services ~~increased~~was ~~13.7% to $280.7 million for the three months ended May 31, 2025, compared with $247.0 million for the same period a year ago,~~ primarily due to anhigher ~~increase in~~ employee compensation costs, ~~and~~ amortization of intangible assets and technology-related expenses.

Cost of services, when expressed as a percentage of revenues, was 47.94% for the three months ended ~~May~~November 3130, 2025, an increase of ~~330~~190 basis points compared with the same period a year ago. This increase was primarily due to higher ~~employee~~amortization ~~compensation~~of ~~costs~~intangible assets and ~~amortization~~an ofincrease ~~intangible~~in ~~assets~~technology-related expenses.

When expressed as a percentage of revenues:

•Employee compensation costs increased by 150 basis points, primarily due to higher variable compensation costs driven by a lower bonus accrual in the prior year period and an increase in annual base salaries. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase in cost of services of 251 employees, primarily driven by our fiscal 2025 acquisitions.

•Amortization of intangible assets increased by 100 basis points, mainly due to higher amortization from our capitalized internal-use software development costs.

~~Nine~~•Technology-related ~~months~~expenses ~~ended~~increased ~~May 31~~by 80 basis points, ~~2025~~primarily ~~compared~~driven ~~with~~by ~~nine~~higher ~~months~~spend ~~ended~~related ~~May 31,~~to ~~2024~~cloud-based hosting services.

Cost of services increased 7.3% to $809.1 million for the nine months ended May 31, 2025, compared with $753.7 million in the same period a year ago, primarily due to an increase in amortization of intangible assets, computer-related expenses, and employee compensation costs.

Cost of services, when expressed as a percentage of revenues, was 46.9% for the nine months ended May 31, 2025, an increase of 100 basis points compared with the same period a year ago. This increase was primarily driven by an increase in amortization of intangible assets, partially offset by lower employee compensation costs.

When expressed as a percentage of revenues:

•Amortization of intangible assets increased 100 basis points, mainly due to higher amortization from our capitalized internal-use software development costs.

•Employee compensation costs decreased 80 basis points primarily due to revenues outpacing the increase in employee compensation costs and a decrease in restructuring charges, partially offset by higher variable compensation costs driven by a lower bonus accrual in the prior year period.

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Selling, General and Administrative

Three months ended ~~May~~November 3130, 2025 compared with three months ended ~~May~~November 3130, 2024

The increase in SG&A ~~increased~~was ~~7.1%~~primarily attributable to ~~$110~~higher employee compensation costs.6 ~~million~~SG&A, when expressed as a percentage of revenues, was 21.0% for the three months ended ~~May~~November 3130, 2025, ~~compared~~an ~~with~~increase ~~$103.3~~of ~~million~~20 inbasis points compared with the same period a year ago,. The increase was primarily ~~driven~~attributable byto higher employee compensation costs, partially offset by acharges ~~benefit~~related ~~from~~to the ~~net~~Sales ~~settlement~~Tax ofDispute ~~our~~recorded ~~foreign~~in ~~currency~~the ~~forward~~prior ~~contracts~~year period and a decrease in professional fees.

SG&A, when expressed as a percentage of revenues, was 18.9% for the three months ended May 31, 2025, an increase of 20 basis points compared with the same period a year ago. This increase was primarily driven by higher employee compensation costs, partially offset by a benefit from the net settlement of our foreign currency forward contracts.

When expressed as a percentage of revenues:

•Employee compensation costs increased by 80110 basis points, ~~mainly~~primarily ~~due~~driven toby higher stock-based compensation expense, variable compensation costs ~~driven~~and byan aincrease ~~lower~~in ~~bonus~~annual ~~accrual~~base insalaries. ~~the~~The ~~prior~~higher ~~year~~stock-based ~~period~~compensation expense and anvariable ~~increase~~compensation incosts ~~payroll~~were ~~taxes~~ due to aequity awards and one-time ~~payroll~~cash ~~tax~~awards, ~~adjustment~~respectively, ~~that~~granted ~~occurred~~to inour Chief Executive Officer ("CEO") pursuant to the ~~prior~~terms ~~year~~of ~~period~~his employment agreement. The increase in annual base salaries was primarily driven by annual merit increases.

~~•The net settlement of foreign currency forward contracts decreased SG&A by 30 basis points.~~36

Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

SG&A expenses increased 9.9% to $344.8 million for the nine months ended May 31, 2025, compared with $313.7 million for the same period a year ago, primarily driven by higher employee compensation costs and professional fees.

SG&A expenses, when expressed as a percentage of revenues, were 20.0% for the nine months ended May 31, 2025, an increase of 90 basis points compared with the same period a year ago. This increase was primarily due to higher professional fees and employee compensation costs.

When expressed as a percentage of revenues:

•Professional fees increased by 80 basis points, mainly due to acquisition-related costs.

•Employee compensation costs increased by 50 basis points, mainly due to higher variable compensation costs driven by a lower bonus accrual in the prior year period.

Operating Income and Operating Margin

Three months ended May 31, 2025 compared with three months ended May 31, 2024

Operating income decreased 4.1% to $194.2 million for the three months ended May 31, 2025, compared with $202.5 million in the prior year period. This decrease was primarily driven by higher employee compensation costs and amortization of intangible assets, partially offset by growth in revenues.

Operating margin decreased to 33.2% during the three months ended May 31, 2025, compared with 36.6% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease in operating margin was mainly due to higher employee compensation costs and amortization of intangible assets, partially offset by growth in revenues and a benefit from the net settlement of our foreign currency forward contracts.

Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

Operating income decreased 0.4% to $571.0 million for the nine months ended May 31, 2025, compared with $573.4 million in the prior year period. This decrease was primarily due to higher employee compensation costs and amortization of intangible assets, partially offset by growth in revenues.

Operating margin decreased to 33.1% for the nine months ended May 31, 2025, compared with 34.9% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease was primarily due to higher amortization of intangible assets and professional fees, partially offset by growth in revenues.

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•SG&A decreased by 40 basis points due to charges related to the Sales Tax Dispute recorded in the prior year period. Refer to Part I, Item 1. Note 11, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q for more information on the Sales Tax Dispute.

•Professional fees decreased by 30 basis points, mainly due to acquisition-related costs recorded in the prior year period.

Operating Income and Operating Margin

Three months ended November 30, 2025 compared with three months ended November 30, 2024

Operating income increased 0.4% to $192.1 million for the three months ended November 30, 2025, compared with $191.3 million in the prior year period. This increase was primarily driven by growth in revenues, partially offset by higher employee compensation costs, amortization of intangible assets and technology-related expenses.

Operating margin decreased to 31.6% for the three months ended November 30, 2025, compared with 33.6% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease was primarily driven by higher amortization of intangible assets, employee compensation costs and technology-related expenses, partially offset by growth in revenues.

Operating Income by Segment

We operate our business through three segments: the Americas; EMEA; and Asia Pacific. Refer to Note 1615, Segment Information in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for further discussion regarding our segments. The following table summarizes our operating income by segment:

Three Months Ended

~~Nine Months Ended~~

May 31,

% Change

May 31,

% Change

November 30,

% Change

(dollar amounts in thousands)

2025

2024

~~2025~~

~~2024~~

Americas

8178,~~565~~533

8781,~~696~~798

(74.0)

~~236,490~~

~~250,255~~

~~(5.5)~~

EMEA

6968,~~027~~154

7569,~~463~~038

(81.53)

~~208,633~~

~~207,167~~

~~0.7~~

Asia Pacific

4345,~~563~~384

3940,~~300~~499

1012.81

~~125,859~~

~~116,019~~

~~8.5~~

Total Operating Income

~~194~~192,~~155~~071

~~202~~191,~~459~~335

(40.1)4

~~570,982~~

~~573,441~~

~~(0.4)~~

Three months ended ~~May~~November 3130, 2025 compared with three months ended ~~May~~November 3130, 2024

Americas

Americas operating income decreased ~~7.0% to $81.6 million during the three months ended May 31, 2025, compared with $87.7 million in the same period a year ago. This decrease was~~ primarily due to higher employee compensation costs, ~~and~~ amortization of intangible assets and technology-related expenses, partially offset by growth in revenues of 6.7.9%.

•Employee compensation costs increased ~~mainly~~primarily ~~due~~driven toby higher stock-based compensation expense, variable compensation costs ~~driven~~and byan aincrease ~~lower~~in ~~bonus~~annual ~~accrual~~base insalaries. ~~the~~The ~~prior~~higher ~~year~~stock-based ~~period~~compensation expense and anvariable ~~increase~~compensation incosts ~~payroll~~were ~~taxes~~ due to aequity awards and one-time ~~payroll~~cash ~~tax~~awards, ~~adjustment~~respectively, ~~that~~granted ~~occurred~~to inour CEO pursuant to the ~~prior~~terms ~~year~~of ~~period~~his employment agreement. The increase in annual base salaries was primarily driven by annual merit increases and net headcount growth of 72 employees.

•Amortization of intangible assets increased ~~mainly~~primarily due to higher amortization from our capitalized internal-use software development costs.

~~EMEA~~•Technology-related expenses increased mainly driven by higher spend related to cloud-based hosting services.

EMEA operating income decreased 8.5% to $69.0 million during the three months ended May 31, 2025, compared with $75.5 million in the same period a year ago. This decrease was primarily due to higher employee compensation costs mainly due to higher annual base salaries and an increase in variable compensation costs driven by a lower bonus accrual in the prior year period, partially offset by growth in revenues of 3.2%. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase of 47 employees.37

Asia Pacific

Asia Pacific operating income increased 10.8% to $43.6 million during the three months ended May 31, 2025, compared with $39.3 million in the same period a year ago. This increase was mainly due to growth in revenues of 7.9%, partially offset by an increase in employee compensation costs primarily due to higher annual base salaries and an increase in variable compensation costs driven by a lower bonus accrual in the prior year period. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase of 147 employees.

Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

Americas

Americas operating income decreased 5.5% to $236.5 million during the nine months ended May 31, 2025, compared with $250.3 million in the same period a year ago. This decrease was primarily due to higher amortization of intangible assets, employee compensation costs and professional fees, partially offset by growth in revenues of 5.7%.

•Amortization of intangible assets increased mainly due to higher amortization from our capitalized internal-use software development costs.

•Employee compensation costs increased mainly due to higher variable compensation costs driven by a lower bonus accrual in the prior year period.

•Professional fees increased mainly due to acquisition-related costs.

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EMEA

EMEA operating income ~~increased~~decreased ~~0.7%~~primarily due to ~~$208.6~~higher ~~million~~employee ~~during~~compensation ~~the nine months ended May 31~~costs, ~~2025,~~partially ~~compared~~offset ~~with~~by ~~$207.1 million in the same period a year ago. This increase was primarily due to~~ growth in revenues of 34.10%~~, partially offset by higher employee compensation expense~~. Employee compensation costs increased ~~primarily~~mainly due to anhigher ~~increase in~~ annual base salaries, primarily driven by annual merit increases and a net headcount ~~increase~~growth of 4733 employees.

Asia Pacific

Asia Pacific operating income increased ~~8.5% to $125.9 million during the nine months ended May 31, 2025, compared with $116.0 million in the same period a year ago. This increase was~~ mainly due to growth in revenues of 67.83%, partially offset by higher employee compensation costs. Employee compensation costs increased primarily due to higher annual base salaries driven by annual merit increases and a net headcount ~~increase~~growth of ~~147~~206 employees.

Income Taxes

The provision for income taxes and the effective tax rate are as follows:

	Three Months Ended								~~Nine Months Ended~~
	May 31,								May 31,
	November 30,
(dollar amounts in thousands)	2025			2024			% Change		~~2025~~			~~2024~~			~~% Change~~
Income before income taxes	$	~~179~~190,~~948~~113		$	~~190~~179,~~532~~739		(5.6)8	%	$	~~532,007~~		$	~~534,373~~		~~(0.4)~~	%
Provision for income taxes	$	3137,~~406~~533		$	3229,~~397~~717		(326.1)3	%	$	~~88,583~~		$	~~86,743~~		~~2.1~~	%
Effective tax rate	1719.57		%	1716.05		%			~~16.7~~		%	~~16.2~~		%

We are subject to taxation in the ~~United States ("~~U.S.") and various state, local and foreign jurisdictions in which we conduct our business. Our

effective tax rate will vary based on, among other factors, changes in levels of foreign income, as well as other non-recurring

events.

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Net Income and Diluted EPS

	Three Months Ended						~~Nine Months Ended~~
	May 31,						May 31,
	November 30,
(in thousands, except per share data)	2025		2024		% Change		~~2025~~		~~2024~~		~~% Change~~
Net income	$	~~148~~152,~~542~~580	$	~~158~~150,~~135~~022	~~(6.~~1).7	%	$	~~443,424~~	$	~~447,630~~	~~(0.9)~~	%
Diluted weighted average common shares	3837,~~344~~615		38,~~640~~517		(02.83)	%	~~38,457~~		~~38,644~~		~~(0.5)~~	%
Diluted EPS	$	34.8706	$	43.0989	(54.4)	%	$	~~11.53~~	$	~~11.58~~	~~(0.4)~~	%

The ~~decrease~~increase in Net income and Diluted EPS for the three months ended ~~May~~November 3130, 2025, compared to the respective prior year period, was primarily driven by ~~lower~~growth in revenues, partially offset by higher operating ~~income~~expenses.

The decrease in Net income and Diluted EPS for the nine months ended May 31, 2025, compared to the respective prior year period, was primarily driven by lower interest income and operating income, partially offset by lower interest expense.38

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Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), we use non-GAAP financial measures including organic revenues, adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA, adjusted Diluted EPS and free cash flow. ~~The~~Reconciliations ~~reconciliations~~ from our financial measures calculated and presented in accordance with GAAP to these non-GAAP financial measures are shown in the tables below, and ~~refer~~the toreconciliation ~~Liquidity~~of ~~and~~free ~~Capital~~cash ~~Resources~~flow ~~within~~is ~~this~~included ~~section~~in ~~below,~~the ~~for~~Liquidity ~~our~~and ~~free~~Capital ~~cash~~Resources ~~flow reconciliation~~section.. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of our business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to gauge progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

Organic revenues excludes the current year impact of revenues from acquisitions and dispositions completed within the past 12 months ("Acquisition revenues" and "Disposition revenues", respectively) and the current year impact from changes in foreign currency. ~~In addition, for year to date comparisons, organic revenues excludes current year revenues that were incurred prior to the first anniversary date of an acquisition.~~ The table below provides an unaudited reconciliation of revenues to organic revenues:

	Three Months Ended						~~Nine Months Ended~~
	May 31,				% Change		May 31,				% Change
	November 30,				% Change
(dollar amounts in thousands)	2025		2024				~~2025~~		~~2024~~
Revenues	$	~~585~~607,~~520~~621	$	~~552~~568,~~708~~667	56.9	%	$	~~1,724,847~~	$	~~1,640,869~~	~~5.1~~	%
Acquisition revenues	(76,~~781~~674)		—				~~(12,270)~~		—
Currency impact	(539)		—				281		—
Disposition revenues	—		(2,650)
Organic revenues	$	577,200	$	552,708	4.4	%	$	1,712,858	$	1,640,869	4.4	%
Currency impact	(918)		—
Organic revenues	$	600,029	$	566,017	6.0	%

4639

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The table below provides an unaudited reconciliation of Operating income, operating margin, Net income and Diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted Diluted EPS. Adjusted operating income and margin, adjusted net income, and adjusted Diluted EPS exclude the impact of acquisition-related intangible asset amortization and non-recurring items. EBITDA represents earnings before interest expense, provision for income taxes and depreciation and amortization, while adjusted EBITDA further excludes non-recurring non-cash expenses.

	Three Months Ended						~~Nine Months Ended~~
	May 31,						May 31,
	November 30,
(in thousands, except per share data)	2025		2024		% Change		~~2025~~		~~2024~~		~~% Change~~
Operating income	$	~~194~~192,~~155~~071	$	~~202~~191,~~459~~335	(40.1)4%		$	~~570,982~~	$	~~573,441~~	~~(0.4)%~~
Intangible asset amortization	19,~~182~~170		16,~~674~~581				~~53,900~~		~~50,692~~
Business acquisitions and related costs	1,976		423				14,769		423
CEO compensation costs(1)	6,690		—
Sales tax dispute(1)	—		—				2,398		—
Business dispositions, acquisitions and related costs	2,663		3,753
Restructuring/severance	—(500)		(~~1,596~~317)				~~(317)~~		~~6,695~~
Adjusted operating income	$	215,313	$	217,960	(1.2)%		$	641,732	$	631,251	1.7%
Sales Tax Dispute(2)	—		2,398
Operating margin	33.2%		36.6%				33.1%		34.9%
Adjusted operating income	$	220,094	$	213,750	3.0%
Adjusted operating margin(2)	36.8%		39.4%				37.2%		38.5%
Operating margin	31.6%		33.6%
Net income	$	148,542	$	158,135	(6.1)	%	$	443,424	$	447,630	(0.9)	%
Adjusted operating margin(3)	36.2%		37.6%
Intangible asset amortization	13,943		11,466				39,809		36,791
Net income	$	152,580	$	150,022	1.7	%
Business acquisitions and related costs	1,436		291				10,908		307
Intangible asset amortization	15,404		12,397
Sales tax dispute(1)	—		—				1,771		—
CEO compensation costs(1)	5,376		—
Restructuring/severance	—		(1,096)				(234)		4,859
Business dispositions, acquisitions and related costs	2,140		2,806
Income tax items	—		—				1,351		1,397
Gain on sale of investments	(5,226)		—
Adjusted net income(3)	$	163,921	$	168,796	(2.9)	%	$	497,029	$	490,984	1.2	%
Restructuring/severance	(402)		(237)
Net income	$	148,542	$	158,135	(6.1)	%	$	443,424	$	447,630	(0.9)	%
Non-operating income from business disposition	(301)		—
Interest expense	15,122		16,894				43,438		50,231
Sales Tax Dispute(2)	—		1,793
Income taxes	31,406		32,397				88,583		86,743
Income tax items	—		1,351
Depreciation and amortization expense	40,845		32,504				114,972		91,154
Adjusted net income(4)	$	169,571	$	168,132	0.9	%
EBITDA	$	235,915	$	239,930	(1.7)	%	$	690,417	$	675,758	2.2	%
Net income	$	152,580	$	150,022	1.7	%
Non-recurring non-cash expenses(4)	—		—				—		1,285
Interest expense	13,385		14,400
Adjusted EBITDA	$	235,915	$	239,930	(1.7)	%	$	690,417	$	677,043	2.0	%
Income taxes	37,533		29,717
Diluted EPS	$	3.87	$	4.09	(5.4)	%	$	11.53	$	11.58	(0.4)	%
Depreciation and amortization expense	44,148		35,717
Intangible asset amortization	0.36		0.30				1.03		0.94
EBITDA	$	247,646	$	229,856	7.7	%
Business acquisitions and related costs	0.04		0.01				0.28		0.01
Non-recurring non-cash expenses	1,190		—
Sales tax dispute(1)	—		—				0.05		—
Adjusted EBITDA	$	248,836	$	229,856	8.3	%
Restructuring/severance	—		(0.03)				(0.01)		0.14
Diluted EPS	$	4.06	$	3.89	4.4	%
Income tax items	—		0.00				0.04		0.04
Intangible asset amortization	0.41		0.32
Adjusted Diluted EPS(3)	$	4.27	$	4.37	(2.3)	%	$	12.92	$	12.71	1.7	%
CEO compensation costs(1)	0.14		—
Weighted average common shares (diluted)	38,344		38,640				38,457		38,644
Business dispositions, acquisitions and related costs	0.06		0.08
Gain on sale of investments	(0.14)		—
Restructuring/severance	(0.01)		(0.01)
Non-operating income from business disposition	(0.01)		—
Sales Tax Dispute(2)	—		0.05
Income tax items	—		0.04
Adjusted Diluted EPS(4)	$	4.51	$	4.37	3.2	%
Weighted average common shares (diluted)	37,615		38,517

(1)Related to aone-time ~~resolved~~make-whole ~~matter~~cash ~~with~~and ~~the~~equity ~~Massachusetts~~awards ~~Department~~issued ~~of Revenue. Refer~~ to ~~Note~~our 12CEO, ~~Commitments~~with ~~and Contingencies in~~ the ~~Notes~~majority toof the ~~Consolidated~~awards ~~Financial~~recognized ~~Statements~~over ~~included~~their inrespective ~~Part~~service ~~I, Item 1~~periods. ~~of this Quarterly Report on Form 10-Q, for further discussion on this matter.~~

~~(2)Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.~~40

(3)For purposes of calculating Adjusted net income and Adjusted diluted EPS, all adjustments for the three months ended May 31, 2025 and May 31, 2024 were taxed at an adjusted tax rate of 27.3% and 31.2%, respectively. The nine months ended May 31, 2025 and May 31, 2024 were taxed at an adjusted tax rate of 26.1% and 27.4%, respectively.

(4)Related to the accelerated vesting of stock awards for certain employees.

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(2)Related to a resolved matter with the Massachusetts Department of Revenue. Refer to Note 11, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for further discussion on this matter.

(3)Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.

(4)For purposes of calculating Adjusted net income and Adjusted diluted EPS, all adjustments for the three months ended November 30, 2025 and November 30, 2024 were taxed at an adjusted tax rate of 19.6% and 25.2%, respectively.

Liquidity and Capital Resources

As of ~~May~~November 3130, 2025, Cash and cash equivalents were $~~356~~275.4 million and restricted cash was $149.01 million, compared with Cash and cash equivalents of $~~423~~337.7 million and restricted cash of $14.0 million as of August 31, ~~2024~~2025. Refer to Summary of Cash Flows, within this section below, for more information on cash flows during the ~~third~~first quarter of fiscal 2026 and 2025.

Our cash and cash equivalents as of November 30, 2025 are held in numerous locations throughout the world, with $~~158~~142.35 million in the Americas, $~~138~~79.3 million in EMEA (~~predominantly~~with the largest balance held in the UK) and the remaining $5953.86 million in Asia Pacific (~~predominantly~~with in the ~~Philippines~~largest ~~and~~balance ~~India)~~held asin ofthe ~~May 31, 2025~~Philippines).

Our cash flows provided by operating activities, existing cash and cash equivalents, supplemented with our debt borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of our remaining available cash flows have been used to, among other things, service our existing and future debt obligations, satisfy our working capital requirements and fund various activities, including our capital expenditures, acquisitions, investments, dividend payments and repurchases of our common stock. Based on past performance and current expectations, we believe our sources of liquidity, including the available capacity under our existing revolving credit facility and other financing alternatives, will provide us the necessary capital to fund these transactions and achieve our planned growth for the next 12 months and the foreseeable future. We are exposed to credit risk for our cash, cash equivalents and restricted cash held in financial institutions in the event of a default, to the extent that such amounts are in excess of applicable insurance limits; however, we do not believe our concentration of cash, cash equivalents and restricted cash presents a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.

Sources of Liquidity

Debt and Swap Agreements

2025 Credit Agreement

The 2025 Term Facility is subject to scheduled quarterly ~~amortization~~principal payments, commencing on August 31, 2025, with each ~~amortization~~quarterly principal payment equal to 1.25% of the original principal amount of the 2025 Term Facility. The 2025 Credit Facilities are not otherwise subject to any other mandatory ~~prepayments~~repayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty. Prepayments of the 2025 Term Facility shall be applied to reduce the subsequent scheduled ~~amortization~~quarterly principal payments in direct order of maturity.

~~During~~We made no repayments of the ~~three~~2025 ~~and~~Term ~~nine~~Facility during the three months ended ~~May~~November 3130, 2025. Since loan inception on April 8, 2025, we ~~voluntarily~~have ~~prepaid~~repaid $62125.50 million under the 2025 Term Facility. Of this amount, $68.8 million satisfied all scheduled quarterly principal payments through maturity, eliminating any future mandatory quarterly principal payment requirements. The remaining $56.2 million was made as a voluntary prepayment. From the effective date of the 2025 Revolving Facility through ~~May~~November 3130, 2025, we have had no borrowings under the 2025 Revolving Facility.

AsFrom ofthe ~~May~~borrowing date through November 3130, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 0.975% spread (comprised of a 0.875% interest rate margin based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment).

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2022 Credit Agreement

Interest Rate Swap Agreements

We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. Our interest rate swap agreements are designated as cash flow hedges at inception.

2025 Swap Agreement

2024 Swap Agreement

~~2022~~Refer ~~Swap~~to ~~Agreement~~Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk, in this Quarterly Report on Form 10-Q, for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.

On March 1, 2022, we entered into an interest rate swap agreement (the "2022 Swap Agreement") to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The 2022 Swap Agreement matured on February 28, 2024. 42

~~Refer~~Table ~~to Note 5, Derivative Instruments, in the Notes to the Consolidated Financial Statements included in Part I, Item 1.~~ of ~~this Quarterly Report on Form 10-Q, for more information on our interest rate swap agreements.~~Contents

Senior Notes

Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.

Uses of Liquidity

Returning Value to Stockholders

We returned $~~312~~181.23 million and $~~283~~88.20 million to our stockholders in the form of share repurchases and dividends during the ~~nine~~three months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024, respectively. Over the last 12 months, we returned $~~414~~553.97 million to our stockholders in the form of share repurchases and dividends.

Share Repurchase Program

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. During the three ~~and nine~~ months ended ~~May~~November 3130, ~~202~~2025 and November 30, 2024, we repurchased 478,100 shares for $139.9 million and 104,475 shares for $48.8 million, respectively.

49There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025. As of November 30, 2025, $260.1 million remained available under our share repurchase program.

~~Table~~On December 16, 2025, our Board of ~~Contents~~Directors approved an additional $600 million in share repurchase authority, which is available immediately with no expiration date. The additional authorization also removed the expiration date from the June 17, 2025 authorization.

5,Refer weto ~~repurchased~~Part ~~184~~II,~~050~~ ~~shares~~Item ~~for $80~~2.7 ~~million~~Unregistered ~~and~~Sales ~~425,239~~of ~~shares~~Equity ~~for~~Securities ~~$193.8 million, respectively. For the three~~ and ~~nine~~Use ~~months~~of ~~ended May 31~~Proceeds, ~~2024,~~of wethis ~~repurchased~~Quarterly ~~135,150~~Report ~~shares~~on ~~for~~Form ~~$59.8~~10-Q ~~million~~for ~~and~~further ~~384,150~~discussion ~~shares~~on ~~for~~our ~~$171.9~~share ~~million,~~repurchase ~~respectively~~program.

There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of May 31, 2025, $106.2 million remained authorized under our share repurchase program. On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025 through September 30, 2026. Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase program.

Dividends

In the third quarter of fiscal 2025, our Board of Directors approved a 6% increase in the regular quarterly dividend from $1.04 to $1.10 per share. Fiscal 2025 marks the 26th consecutive fiscal year we have increased dividends on a stock split-adjusted basis, highlighting our continued commitment to returning value to our stockholders. During the ~~nine~~three months ended ~~May~~November 3130, 2025 and ~~May~~November 3130, 2024, we paid dividends of $~~118~~41.34 million and $~~111~~39.32 million, respectively. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

Capital Expenditures

For the ~~nine~~three months ended ~~May~~November 3130, 2025, capital expenditures increased by 2519.32% to $7430.8 million, compared with $5925.79 million for the same period a year ago. This increase was primarily due to higher capitalized costs related to the development of our internal-use software, partially offset by a decrease in purchases of network-related equipment.

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Acquisitions

Our acquisitions with the most significant cash flows during fiscal ~~2024~~2025 through the ~~third~~first quarter of fiscal ~~2025~~2026 included Liquid Holdings, LLC ("LiquidityBook") and Platform Group Limited ("Irwin"). Refer to Note 65, Acquisitions in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for further discussion on these acquisitions.

LiquidityBook

On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price ~~includes~~included contingent consideration of $11.9 million, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones.

Irwin

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price ~~includes~~included contingent consideration of $9.6 million, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025.

Contractual Obligations

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, ~~2024~~2025, we had total purchase obligations with suppliers and vendors of approximately $~~382.6~~352 million. Our total purchase ~~obligatio~~obligations as of August 31, 2025 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the three months ended November 30, 2025, we had no new material purchase obligations.

50We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 9, Leases and Note 10, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for information regarding our lease commitments and outstanding debt obligations, respectively.

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ns as of August 31, 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the nine months ended May 31, 2025, we had no new material purchase obligations.

We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 10, Leases and Note 11, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for information regarding lease commitments and outstanding debt obligations, respectively.

Summary of Cash Flows

The following table provides a summary of our net cash flow activity for the periods presented:

	Nine Months Ended
	Three Months Ended
	May 31,
	November 30,
(dollar amounts in thousands)	2025		2024		$ Change
Net cash provided by operating activities	$	~~514~~121,~~160~~284	$	~~537~~86,~~177~~372	$	~~(23~~34,~~017)~~912
Net cash provided by (used in) investing activities	~~(369~~4,~~373)~~328		(~~104~~145,~~658~~060)		~~(264~~149,~~715)~~388
Net cash provided by (used in) financing activities	(~~199~~190,~~327~~512)		(~~402~~70,~~908~~071)		~~203~~(120,~~581~~441)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1(2,~~966~~273)		(15,~~911~~052)		32,~~877~~779
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(5267,~~574~~173)	$	27(133,~~700~~811)	$	~~(80~~66,~~274)~~638

Operating

For the ~~nine~~three months ended ~~May~~November 3130, 2025, net cash provided by operating activities was $~~514~~121.23 million, which included net income of $~~443~~152.46 million, non-cash charges of $~~195~~67.97 million and a net cash outflow of $~~125~~99.10 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization. The change in our working capital was primarily driven by cash outflows related to payments to resolve an outstanding sales tax dispute and timing of client collections.

For the nine months ended May 31, 2024, net cash provided by operating activities was $537.2 million, which included net income of $447.6 million, non-cash charges of $161.6 million and a net cash outflow of $72.0 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization and stock-based compensation expense. The change in our working capital was primarily driven by cash outflows related to our annual variable compensation payment and lease payments. 44

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capital requirements. The non-cash charges were primarily driven by depreciation and amortization. The change in our working capital was primarily driven by cash outflows related to payments of our annual variable compensation.

For the three months ended November 30, 2024, net cash provided by operating activities was $86.4 million, which included net income of $150.0 million, non-cash charges of $79.8 million and a net cash outflow of $143.4 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization and deferred income taxes. The change in our working capital was primarily driven by cash outflows related to payments of our annual variable compensation, payments to resolve the Sales Tax Dispute and timing of income tax and vendor payments.

Investing

For the ~~nine~~three months ended ~~May~~November 3130, 2025, net cash ~~used~~provided inby investing activities was $~~369.~~4.3 million. The cash ~~used~~provided inby investing activities primarily consisted of $~~348~~36.31 million ofin ~~acquisition-related~~proceeds ~~consideration~~from ~~related~~the ~~mainly~~sale toof ~~the~~certain ~~Irwin~~equity ~~and~~investments, ~~LiquidityBook~~partially ~~transactions~~offset ~~and~~by $7430.8 million of capital expenditures mainly driven by the capitalization of internal-use software development costs~~, partially offset by $58~~.~~2 million in proceeds from our investments in mutual funds.~~

For the ~~nine~~three months ended ~~May~~November 3130, 2024, net cash used in investing activities was $~~104~~145.71 million. The cash used in investing activities ~~was~~ primarily ~~related~~consisted ~~to capital expenditures~~ of $59115.72 million ~~mainly~~of ~~driven~~acquisition-related byconsideration, ~~the~~mainly ~~capitalization~~related ofto ~~internal-use~~the ~~software~~Irwin ~~development~~transaction, ~~costs~~ and $4425.9 million inof ~~investments,~~capital ~~primarily~~expenditures ~~related~~driven toby the ~~purchase~~capitalization of ~~mutual~~internal-use ~~funds~~software development costs.

Financing

For the ~~nine~~three months ended ~~May~~November 3130, 2025, net cash used in financing activities was $~~199~~190.35 million, consisting mainly of $~~742~~139.59 million ~~related primarily to the repayment~~ of ~~the 2022 Credit Facilities, $193.8 million of~~ share repurchases and $~~118~~41.34 million of dividend payments~~, partially offset by $803~~.~~4 million of proceeds from borrowings under the 2025 Term Facility and the 2022 Revolving Facility, in periods prior to its termination, and $72.6 million of proceeds from employee stock plans.~~

For the ~~nine~~three months ended ~~May~~November 3130, 2024, net cash used in financing activities was $~~402~~70.91 million, consisting mainly of $~~187~~62.5 million related to the partial repayment of the 2022 Term Facility, ~~$171.9 million of share repurchases~~ and $~~111~~48.38 million of ~~dividend~~share ~~payments~~repurchases, partially offset by $8355.50 million of proceeds ~~from~~related ~~employee~~to ~~stock~~additional ~~plans~~borrowings under the 2022 Revolving Facility.

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Free Cash Flow

We define free cash flow, a non-GAAP financial measure, as cash provided by operating activities less purchases of property, equipment and leasehold improvements ("PPE") and capitalized internal-use software. We believe free cash flow is a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including returning value to stockholders, investing in our business, making strategic acquisitions and strengthening the balance sheet. Free cash flow should be considered in addition to, ~~rather than as a substitute for,~~ consolidated net income ~~as a measure of our performance~~ and net cash provided by operating activities, but should not be used as a ~~measure~~substitute for these key measures of our performance and liquidity.

The following table reconciles our net cash provided by operating activities to free cash flow:

	Nine Months Ended
	Three Months Ended
	May 31,
	November 30,
(dollar amounts in thousands)	2025		2024		$ Change
Net cash provided by operating activities	$	~~514~~121,~~160~~284	$	~~537~~86,~~177~~372	$	~~(23~~34,~~017)~~912
Less: purchases of property, equipment, leasehold improvements and capitalized internal-use software	(7430,~~840~~847)		(5925,~~722~~874)		(154,~~118~~973)
Free cash flow	$	~~439~~90,~~320~~437	$	~~477~~60,~~455~~498	$	~~(38~~29,~~135)~~939

We generated free cash flow of $439.3 million during the nine months ended May 31, 2025, a decrease of $38.1 million compared with the same period a year ago. This decrease was driven by a $23.0 million reduction in cash provided by operating activities due to an increase in working capital requirements and higher PPE mainly from capitalized costs related to the development of our internal-use software. The increase in working capital requirements was mainly due to the resolution of a sales tax dispute and timing of client collections.

Off-Balance Sheet Arrangements

As of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025, we had no off-balance sheet financing other than letters of credit incurred in the ordinary course of business. Refer to Note 1110, Debt and Note 1211, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our letters of credit.

As of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025, we also had no other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing, other debt arrangements, or other contractually limited purposes.

~~Foreign Currency Exposure~~45

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~~The~~Foreign ~~following~~Currency ~~table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of May 31, 2025 and August 31, 2024:~~Exposure

	May 31, 2025				August 31, 2024
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	42,800	$	55,079	£	41,200	$	52,372
Indian Rupee	Rs	4,573,733	52,700		Rs	4,651,351	55,200
Euro	€	36,900	40,917		€	43,800	48,183
Philippine Peso	₱	2,009,542	34,900		₱	1,850,674	32,400
Total			$	183,596			$	188,155

As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates. During the three months ended November 30, 2025 and November 30, 2024, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in our primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. As of November 30, 2025, the hedge maturity periods of our outstanding foreign currency forward contracts range from the second quarter of fiscal 2026 through the first quarter of fiscal 2027.

Refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for more information on our foreign currency exposures.

Critical Accounting Estimates

We prepare the Consolidated Financial Statements in conformity with GAAP, which requires us to make certain estimates and apply ~~judgements~~judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. We base our estimates on historical experience and other assumptions that we believe to be reasonable at the time the Consolidated Financial Statements are prepared and, as such, they may ultimately differ materially from actual results.

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025. These accounting policies were consistently applied in preparing our Consolidated Financial Statements for the ~~nine~~three months ended ~~May~~November 3130, 2025.

We disclosed our critical accounting estimates in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates, of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025. There were no significant changes in our critical accounting estimates during the ~~nine~~three months ended ~~May~~November 3130, 2025.

New Accounting Pronouncements

For a discussion of accounting pronouncements recently adopted and those issued but not yet adopted, refer to Note 2, Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, which we include herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we are exposed to foreign currency exchange risk and interest rate risk that could impact our financial position and results of operations. Current market events have not required us to materially modify our financial risk management strategies with respect to our exposures to foreign currency exchange risk or interest rate risk.

Foreign Currency ~~Transaction Risk~~

AsTransaction we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates. During the nine months ended May 31, 2025, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in these primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. As of May 31, 2025, the hedge maturity periods of our outstanding foreign currency forward contracts range from the fourth quarter of fiscal 2025 through the third quarter of fiscal 2026. Based on the operating income for the three and nine months ended May 31, 2025, comparing the average foreign currency exchange rates for the thRisk

53As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates. During the three months ended November 30, 2025, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in these primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. As of November 30, 2025, the hedge maturity periods of our outstanding foreign currency forward contracts range from the second quarter of fiscal 2026 through the first quarter of fiscal 2027. Based on the operating income for the three months ended November 30, 2025, comparing the average foreign currency exchange rates for the three months ended November 30, 2025 to the respective rates for the three

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~~ree and nine~~ months ended ~~May~~November 3130, ~~2025 to the rates for the three and nine months ended May 31,~~ 2024, net of hedge activity, resulted in an increase in operating income of $10.1 million ~~and $1~~.3 ~~million, respectively.~~ We utilize cash flow hedges to manage risk and not for speculative or trading purposes.

We performed a sensitivity analysis to determine the effects on both the fair value of our outstanding foreign currency forward contracts and our operating income, excluding these forward contracts, of a hypothetical devaluation of the U.S. dollar by 10% as of ~~May~~November 3130, 2025, relative to the other foreign currencies in which we transact. The sensitivity analysis indicated that a devaluation of the U.S. dollar by 10% would have increased the fair value of our outstanding forward contracts by approximately $1819 million as of ~~May~~November 3130, 2025 and decreased our operating income, excluding these forward contracts, by an estimated $3412 million for ~~nine~~three months ended ~~May~~November 3130, 2025. This sensitivity analysis has inherent limitations as it disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for our forward contracts that we utilize to mitigate fluctuations in exchange rates.

~~Refer~~Translation to Note 5, Derivative Instruments in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for more information on our foreign currency exposures and our foreign currency forward contracts.Risk

Foreign Currency Translation Risk

We are exposed to foreign currency risk due to the translation of our results from certain international operations into U.S. Dollars, as part of the consolidation process. Fluctuations in foreign currency exchange rates can create volatility in our results of operations and our financial condition.

The following table reflects the foreign currency translation adjustment gains and losses recorded in Other comprehensive income (loss):

Three Months Ended

~~Nine Months Ended~~

May 31,

November 30,

(in thousands)

2025

2024

~~2025~~

~~2024~~

Foreign currency translation adjustment gains (losses)

38(7,~~456~~390)

(117,~~282~~619)

~~8,911~~

~~(2,330)~~

Interest Rate Risk

Cash and Cash Equivalents and Investments

AsInterest ofRate May 31, 2025, we had Cash and cash equivalents of $356.4 million and Investments of $7.7 million. Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market funds and our Investments consist of mutual funds. We are exposed to interest rate risk through fluctuations of interest rates on these investments. As we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. Refer to Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for more information on our Cash and cash equivalents.Risk

As of November 30, 2025, we had Cash and cash equivalents of $275.4 million and Investments of $17.2 million. Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market funds and our Investments consist of mutual funds. We are exposed to interest rate risk through fluctuations of interest rates on these investments. As we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. Refer to Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for more information on our Cash and cash equivalents.

Credit Risk

We are exposed to credit risk for our cash, cash equivalents and restricted cash held in financial institutions in the event of a default, to the extent that such amounts are in excess of applicable insurance limits; however, we do not believe our concentration of cash, cash equivalents and restricted cash presents a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.

Debt

AsInterest ofRate May 31, 2025, our outstanding floating rate debt included $437.5 million under the 2025 Credit Agreement. As of May 31, 2025, the outstanding borrowings under the 2025 Credit Agreement bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.975% spread (comprised of a 0.875% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment).Risk

ToAs ~~mitigate~~of ~~our~~November 30, ~~exposure~~2025, toour ~~interest~~outstanding floating rate ~~volatility~~debt ~~due~~included to$375.0 ~~changes~~million inunder ~~SOFR, we entered into~~ the 2025 ~~Swap~~Credit Agreement. onAs ~~April~~of November 2430, 2025, tothe ~~hedge~~outstanding borrowings under the 2025 Credit Agreement bore interest at a ~~portion~~rate ofequal ~~our~~to ~~outstanding~~the ~~floating~~applicable ~~SOFR~~one-month ~~debt~~Term ~~with~~SOFR plus a ~~fixed~~0.975% ~~interest~~spread ~~rate~~(comprised of 4a 0.~~086~~875%. Asinterest ofrate ~~May 31~~margin, ~~2025,~~based ~~the~~on ~~2025~~a ~~Swap~~pricing ~~Agreement~~grid ~~has~~determined aby ~~notional~~reference ~~amount~~to ofour ~~$150.0~~senior ~~million~~unsecured non-credit enhanced long-term debt rating and ~~matures~~our ontotal ~~February 28~~leverage ratio, ~~2026~~plus a 0.1% credit spread adjustment).

54To mitigate our exposure to interest rate volatility due to changes in SOFR, we entered into the 2025 Swap Agreement on April 24, 2025, to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086%. As of November 30, 2025, the notional amount of the 2025 Swap Agreement was $50.0 million and matures on February 28, 2026.

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Our Senior Notes have a fixed interest rate and are not subject to interest rate change. As such, our interest rate exposure as of ~~May~~November 3130, 2025 is limited to the outstanding principal balance of our floating rate debt under our 2025 Credit Facilities in excess of the 2025 Swap Agreement. As of ~~May~~November 3130, 2025, our interest rate exposure equals the Term SOFR applied to $~~287~~325.50 million, our outstanding debt, net of our 2025 Swap Agreement. Assuming the principal balance of our outstanding floating rate debt, net of the 2025 Swap Agreement, remained at $~~287~~325.50 million, a hypothetical 25 basis point change (up or down) in the one-month SOFR would result in an approximate $1 million change to our annual interest expense ~~as of May 31, 2025~~.

Refer to Note 510, ~~Derivative Instruments and Note 11,~~ Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on our ~~swap~~outstanding ~~agreements~~borrowings and ~~outstanding~~swap ~~borrowings~~agreement as of ~~May~~November 3130, 2025~~, respectively~~.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based on the evaluation of our disclosure controls and procedures, our Principal Executive Officer and Principal Financial Officer have concluded that, as a result of material weaknesses in our internal control over financial reporting identified in connection with the preparation and audit of our Consolidated Financial Statements for the year ended August 31, 2024, our disclosure controls and procedures were not effective as of May 31, 2025.

~~Notwithstanding~~Our ~~the~~Principal ~~material~~Executive ~~weakness,~~Officer ~~management~~and ~~has~~Principal ~~concluded~~Financial ~~the~~Officer ~~Consolidated~~have ~~Financial~~concluded ~~Statements~~that ~~included~~our indisclosure ~~this~~controls ~~Quarterly~~and ~~Report~~procedures onwere ~~Form~~not ~~10-Q~~effective ~~present~~as ~~fairly~~of November 30, in2025 ~~all~~due to a material ~~respects,~~weakness ~~our~~in internal control over financial ~~position,~~reporting. ~~results~~This conclusion is due to a material weakness identified in the operation of ~~operations~~certain key IT general controls. The material weakness is described below and ~~cash~~represents ~~flows~~a ~~for~~continuation of a sub-set of the ~~periods~~control ~~presented~~deficiencies which gave rise to the initial material weakness identified in ~~conformity~~management’s ~~with~~evaluation ~~U.S.~~of ~~GAAP~~our control environment as of August 31, 2024.

~~Material~~Continuation ~~Weakness~~of inPreviously ~~Internal~~Reported ~~Control~~Material ~~over~~Weakness ~~Financial Reporting~~

As ~~included~~reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2024~~2025, ~~management~~we had not yet fully remediated a material weakness, initially identified ~~certain~~during ~~control~~the ~~deficiencies~~fiscal ~~related~~year toended August 31, 2024, in the design and operation of ~~our information technology (“~~IT”) general controls ~~(“ITGCs”)~~ that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, gave rise to a material weakness in internal control over financial reporting. ~~The~~While we have made significant progress remediating those control deficiencies, there remains certain deficiencies related to program change management and monitoring and user access in connection with segregation of duties and ~~restriction~~restrictions to appropriate users. As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective. ~~Management has also concluded the material weakness existed in fiscal 2023.~~ A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q were prepared in accordance with GAAP, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. We have developed and are implementing a remediation plan for the material weakness, which is described below.

Remediation Efforts

~~Management~~Since isidentifying ~~committed to remediating~~ the material weakness, inmanagement ahas ~~timely~~made ~~manner.~~significant Weprogress ~~are~~ in enhancing the ~~process~~Company’s ofIT ~~implementing~~general ~~and enhancing our internal~~ controls ~~related~~ to remediate the ~~design~~IT ~~and~~general ~~operation~~control ofmaterial ~~our ITGCs that support our revenues~~weakness, ~~accounts~~however ~~receivable,~~this ~~and~~effort ~~deferred~~remains ~~revenues processes~~ongoing. AsWith ~~previously~~the ~~disclosed~~oversight inof ~~our Annual Report on Form 10-K for~~ the ~~fiscal~~Audit ~~year~~Committee ~~ended~~of ~~August 31, 2024,~~ our ~~remediation~~Board ~~plan~~of ~~includes~~Directors, ~~but~~we ishave ~~not~~implemented ~~limited~~remediation efforts to: ~~(i)~~address ~~increasing~~the ~~timely~~material ~~reviews~~weakness ofand ITenhance ~~system~~our ~~changes~~IT ~~made;~~general ~~(ii) rationalizing access privileges for developer system users; (iii) implementing or modifying~~ controls ~~related~~that tosupport ~~program~~our ~~change~~revenues, ~~management~~accounts ~~and~~receivable, ~~certain computer operations;~~ and ~~(iv)~~deferred ~~training~~revenues ofprocesses. ~~relevant~~Our ~~personnel~~remediation onefforts ~~the design and operation of any new or modified ITGCs.~~ included:

55•Strengthening the control environment by implementing controls that increase the frequency and effectiveness of user management and change management, including improved logging and segregation of duties capabilities.

•Engaging a leading third-party accounting advisory firm, with appropriate internal control expertise and experience, to help evaluate the design of our controls as well as to assist with the documentation, remediation, and related controls testing.

•Management also worked with the accounting advisory firm to revise the Company’s IT Risk and Control Matrix and to re-design certain controls around manage change and manage access to address the design deficiencies identified in fiscal 2024.

•Hired additional key IT compliance personnel and a global head of internal audit.

•Trained relevant personnel on the design and operation of our IT general controls over financial reporting.

While these efforts have resulted in significant progress toward remediating the material weakness, certain deficiencies remain, which management is committed to remediating. Our remediation plans include:

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~~These~~•Enhancing ~~steps are subject to ongoing management review, as well as oversight by~~ the ~~Audit~~precision ~~Committee~~and ofdocumentation ~~our Board~~ of ~~Directors. Additional or modified measures may also be required to remediate~~ the ~~material~~change ~~weakness.~~monitoring We believe that these actions, collectively, will remediate the material weakness identified. However, we will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and ~~operated~~segregation ~~for a sufficient period~~ of ~~time~~duties ~~and~~review ~~management~~controls ~~has concluded,~~ through ~~formal~~additional ~~testing,~~training ~~that~~and ~~the~~formalized ~~remediated~~standard ~~controls are~~ operating ~~effectively. We expect to complete these remediation measures in fiscal 2025. We will continue to monitor the design and effectiveness of these and other processes,~~ procedures~~, and controls and will make any further changes management deems appropriate~~.

•Performing additional testing of the change monitoring and segregation of duties review controls to demonstrate the sustainability and repeatability of control operating effectiveness.

•Implementing technology solutions to enhance the control framework for supporting change monitoring, segregation of duties and access management review controls.

•Continuing to utilize an expert third-party accounting advisory firm to evaluate the design of our controls as well as to assist with the documentation, remediation and associated testing.

Additional or modified measures may also be required to remediate the material weakness. We will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We expect to complete these remediation measures as early as practicable in fiscal 2026. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate. We regularly report to the Audit Committee on our progress and will continue to do so in fiscal 2026.

Inherent Limitations of Internal Controls over Financial Reporting

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected. There is no assurance that our remediation efforts will be fully effective. If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.

Changes in Internal Control over Financial Reporting

AsOther ~~discussed~~than ~~above,~~the weongoing ~~are implementing our~~ remediation ~~plan~~plans ~~related~~described toabove, ~~the~~there ~~material~~were ~~weakness. There have been~~ no changes in ~~our~~the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three ~~and nine~~ months ended ~~May~~November 3130, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth under "Contingencies" in Note 1211, Commitments and Contingencies, contained in the Notes to the Consolidated Financial Statements included in Part I, Item 1., to this Quarterly Report on Form 10-Q is incorporated by reference in answer to this Item.

ITEM 1A. RISK FACTORS

InFor ~~addition~~a todiscussion ~~the~~of ~~other~~our ~~information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the~~ risk factors, weplease ~~have~~see ~~previously~~Part ~~disclosed~~1, in Item 1A,. "Risk Factors," in our ~~most~~Annual ~~recent~~Report on Form 10-K, ~~and~~for the ~~updated~~fiscal ~~risk~~year ~~factor~~ended ~~below~~August 31, 2025.

Risks Relating to Our Debt

Our indebtedness may impair our financial condition and operations and restrict our activities or our ability to satisfy our obligations

Our indebtedness could have important consequences for our business, including making it more difficult to satisfy our obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.

Our ability to meet our payment and other obligations under our debt depends on our ability to generate sufficient cash flow in the future. We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs. Certain of our borrowings are based upon variable interest rates, and although we leverage interest rate swap agreements to manage a portion of our floating interest rate exposure, in the event of increases in interest rates, this could result in higher interest expense.

In addition, we are subject to certain covenants, including financial covenants and certain limitations on the incurrence of additional debt, the creation of liens, the ability to enter certain transactions, and other matters. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet required financial covenants. A breach of any of these covenants or any other restrictive covenants contained in the definitive documentation governing our indebtedness would result in a default or an event of default, which could result in all of our debt becoming

immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses.

If new debt is added to our current debt levels, the risks described above could intensify.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

(i)Issuer Purchases of Equity Securities

The following table provides a month-to-month summary of our share repurchase activity during the three months ended ~~May~~November 3130, 2025:

Period	Total number ofshares purchased(1)	Average pricepaid per share		Total number of shares purchased as part of publicly announced plans or programs(2)	Approximate dollar value of shares that may yet be purchased under the plans or programs(2)
March 2025	60,452	$	440.07	60,450	$	160,256
September 2025	137,800	$	330.86	137,800	$	354,408
April 2025	68,850	$	425.94	68,850	$	130,931
October 2025	181,400	$	283.86	181,400	$	302,915
May 2025	56,382	$	451.88	54,750	$	106,162
November 2025	180,274	$	269.09	158,900	$	260,101
Total	~~185~~499,~~684~~474			~~184~~478,~~050~~100

(1)Includes ~~184~~478,~~050~~100 shares purchased under the stock repurchase program, as well as 121,~~634~~374 shares repurchased to satisfy withholding tax obligations due upon the vesting of stock-based awards.

(2)On ~~September~~June 17, ~~2024~~2025, our Board of Directors authorized up to $~~300~~400 million for share repurchases, ~~which~~on ~~are~~or ~~available~~after ~~during~~September ~~fiscal~~1, 2025. As of ~~May~~November 3130, 2025, $~~106~~260.21 million remained ~~authorized~~available under our share repurchase program. On ~~June~~December 1716, 2025, our Board of Directors ~~authorized~~approved upan toadditional $~~400~~600 million ~~for~~in share ~~repurchases~~repurchase onauthority, orwhich ~~after~~is ~~September 1,~~available ~~2025~~immediately ~~through~~with ~~September~~no expiration date. The additional authorization also removed the expiration date from the June 3017, ~~2026~~2025 authorization. Repurchases may be made from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. It is expected that share repurchases will be paid using existing and future cash generated by operations.

Trading Arrangements

On September 26, 2024, we entered into an agreement to adopt a trading arrangement for the repurchase of shares of our common stock in the open market consistent with the provisions of Rule 10b5-1 of the Exchange Act. The arrangement provides for the repurchase of up to $250 million of our common stock during the period from September 27, 2024 through August 28, 2025 pursuant to a written algorithm for determining the amount, price and date for purchase of shares of our common stock. On June 24, 2025, we terminated this arrangement and entered a new trading arrangement for the repurchase of shares of our common stock in the open market consistent with the provisions of Rule 10b5-1 of the Exchange Act. This arrangement provides for the repurchase of up to $76 million of our common stock during the period from June 24, 2025 through August 28, 2025 pursuant to a written algorithm for determining the amount, price and date for purchase of shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K) during the quarter ended ~~May~~November 3130, 2025.

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ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit Number

ExhibitDescription

Form

File No.

Exhibit No.

Filing Date

FiledHerewith

10.1

Credit Agreement dated April 8, 2025, among FactSet Research Systems Inc., the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent

8-K

001-11869

1.1

4/8/2025

3.1

FactSet Research Systems Inc. Third Amended and Restated Certificate of Incorporation

8-K

001-11869

3.1

12/22/2025

10.2

Employment Agreement dated May 28, 2025 between FactSet Research Systems Inc. and Sanoke Viswanathan

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

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

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			FACTSET RESEARCH SYSTEMS INC.(Registrant)
Date: July 3, 2025			/s/ HELEN L. SHAN
Date: January 5, 2026			/s/ HELEN L. SHAN
			Helen L. Shan
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)
			/s/ GREGORY T. MOSKOFF
			Gregory T. Moskoff
			Managing Director, Controller and Chief Accounting Officer
			(Principal Accounting Officer)

5952

Filing Compare · FACTSET RESEARCH SYSTEMS INC