UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 10-Q

_______________________________________________

(Mark One)


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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


o			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: 001-39299

Alight, Inc.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________


Delaware			86-1849232
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
320 South Canal Street, 50th Floor, Suite 5000, Chicago, IL			60606
(Address of principal executive offices)			(Zip Code)

(224) 737-7000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

______________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

ALIT

New York Stock Exchange

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 o

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 such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

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. o

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

No x

As of ~~October~~April 30, ~~2025~~2026, the registrant had ~~522~~526,~~778~~847,~~829~~029 shares of Class A Common Stock, par value $0.0001 per share, 4,955,297 shares of Class B-1 Common Stock, par value $0.0001 per share, 4,955,297 shares of Class B-2 Common Stock, par value $0.0001 per share, and ~~510~~484,~~115~~358 shares of Class V Common Stock, par value $0.0001 per share, outstanding.

Table of Contents

		Page
	Forward-Looking Statements	1
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	65
	Notes to Unaudited Condensed Consolidated Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3329
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4639
Item 4.	Controls and Procedures	4639
PART II.	OTHER INFORMATION	4740
Item 1.	Legal Proceedings	4740
Item 1A.	Risk Factors	4740
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4740
Item 5.	Other Information	4740
Item 6.	Exhibits	4841
Signatures		4942

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance (including the impact of bookings and losses from contract renewals on revenue growth), and business strategies or expectations for our business. Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof. These forward-looking statements are based on information available as of the date of this report and the Company’s management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (the “Annual Report”), as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add or otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Website and Social Media Disclosure

We use our website (www.alight.com) and our corporate Facebook (http://www.facebook.com/AlightGlobal), Instagram (@alight_solutions), LinkedIn (www.linkedin.com/company/alightsolutions), X (@alightsolutions), and YouTube (www.youtube.com/c/AlightSolutions) accounts, as well as Rohit Verma’s LinkedIn account (https://www.linkedin.com/in/rohit-verma-4291a5/), as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, filings made with the Securities and Exchange Commission (the "SEC") and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Alight by visiting the “Resources—Investor Email Alerts” section of our website at https://investor.alight.com/overview. The information on our website and any alerts are not, however, part of this Quarterly Report.

The Company makes available free of charge on its website or provides a link on its website to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the Company’s website and under the “Investors” heading, click on “Financials.”

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Alight, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
(in millions, except par values)
Assets
Current Assets
Cash and cash equivalents	$	~~205~~178	$	~~343~~273
Receivables, net	~~399~~359		~~471~~387
Other current assets	~~175~~205		~~214~~234
Fiduciary assets	~~227~~239		~~239~~248
Total Current Assets	~~1,006~~981		1,~~267~~142
Goodwill	~~886~~83		~~3,212~~83
Intangible assets, net	2,~~644~~503		2,~~855~~573
Fixed assets, net	~~387~~367		~~396~~378
Deferred tax assets, net	~~236~~23		4115
Other assets	~~379~~382		~~422~~377
Total Assets	$	54,~~538~~339	$	84,~~193~~568
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	~~248~~215	$	~~355~~253
Current portion of long-term debt, net	20		2520
Other current liabilities	~~334~~219		~~273~~353
Fiduciary liabilities	~~227~~239		~~239~~248
Total Current Liabilities	~~829~~693		~~892~~874
Deferred tax liabilities	1115		2214
Long-term debt, net	1,~~990~~980		21,~~000~~985
Long-term tax receivable agreement	~~559~~489		~~757~~508
Financial instruments	2		51
Other liabilities	133		141
Other liabilities	143		158
Total Liabilities	$	3,310	$	3,522
Total Liabilities	$	3,534	$	3,880
Commitments and Contingencies
Stockholders' Equity
Preferred stock at $0.0001 par value: 1.0 shares authorized, none issued and outstanding	$	—	$	—
Class A Common Stock: $0.0001 par value, 1,000.0 shares authorized; 565.2 and 560.5 shares issued, and 522.6 and 531.7 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	—		—
Class A Common Stock: $0.0001 par value, 1,000.0 shares authorized; 569.4 and 566.5 shares issued, and 526.8 and 523.9 shares outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Class B Common Stock: $0.0001 par value, 20.0 shares authorized; 9.9 and 10.0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		—
Class B Common Stock: $0.0001 par value, 20.0 shares authorized; 9.9 and 9.9 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Class V Common Stock: $0.0001 par value, 175.0 shares authorized; 0.5 and 0.5 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		—
Class V Common Stock: $0.0001 par value, 175.0 shares authorized; 0.5 and 0.5 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Class Z Common Stock: $0.0001 par value, 12.9 shares authorized; 0.0 and 0.0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		—
Class Z Common Stock: $0.0001 par value, 12.9 shares authorized; none issued and outstanding	—		—
Treasury stock, at cost (42.6 and 28.8 shares at September 30, 2025 and December 31, 2024, respectively)	(284)		(219)
Treasury stock, at cost (42.6 and 42.6 shares at March 31, 2026 and December 31, 2025, respectively)	(284)		(284)
Additional paid-in-capital	5,~~081~~068		5,~~141~~065
Accumulated deficit	(23,~~825~~776)		(~~660~~3,757)
Accumulated other comprehensive income	3019		4720
Total Alight, Inc. Stockholders' Equity	$	21,~~002~~027	$	41,~~309~~044
Noncontrolling interest	2		42
Total Stockholders' Equity	$	21,~~004~~029	$	41,~~313~~046
Total Liabilities and Stockholders' Equity	$	54,~~538~~339	$	84,~~193~~568

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

Alight, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
(in millions, except per share amounts)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Revenue	$	~~533~~	$	~~555~~	$	~~1,609~~534	$	~~1,652~~548
Cost of services, exclusive of depreciation and amortization	~~327~~		~~358~~		~~1,003~~347		~~1,059~~351
Depreciation and amortization	28		23		8131		7026
Gross Profit	~~178~~		~~174~~		~~525~~156		~~523~~171
Operating Expenses
Selling, general and administrative	87		~~142~~		~~321~~105		~~434~~104
Depreciation and intangible amortization	75		74		~~223~~73		~~223~~75
Goodwill impairment	1,338		—		2,321		—
Total Operating expenses					178		179
Total Operating expenses	1,500		216		2,865		657
Operating Income (Loss) From Continuing Operations					(22)		(8)
Operating Income (Loss) From Continuing Operations	(1,322)		(42)		(2,340)		(134)
Other (Income) Expense
(Gain) Loss from change in fair value of financial instruments	~~(19)~~		~~(23)~~		1—		(548)
(Gain) Loss from change in fair value of tax receivable agreement	~~(66)~~		27		(3419)		519
Interest expense	24		19		6824		8322
Other (income) expense, net	~~(8)~~		~~(12)~~		(261)		(11)
Total Other (income) expense, net	~~(69)~~		11		94		6912
Income (Loss) From Continuing Operations Before Taxes	~~(1,253)~~		~~(53)~~		(~~2,349~~26)		(~~203~~20)
Income tax expense (benefit)	~~(198)~~		~~(9)~~		(~~204~~7)		(343)
Net Income (Loss) From Continuing Operations	~~(1,055)~~		~~(44)~~		(~~2,145~~19)		(~~169~~17)
Net Income (Loss) From Discontinued Operations, Net of Tax	~~(13)~~		~~(30)~~		~~(22)~~—		2(8)
Net Income (Loss)	~~(1,068)~~		~~(74)~~		(~~2,167~~19)		(~~167~~25)
Net income (loss) attributable to noncontrolling interests	~~(1)~~		—		~~(2)~~—		~~(2)~~—
Net Income (Loss) Attributable to Alight, Inc.	$	~~(1,067)~~	$	~~(74)~~	$	(~~2,165~~19)	$	(~~165~~25)
Earnings (Loss) Per Share
Basic and Diluted
Continuing operations	$	~~(2.00)~~	$	~~(0.08)~~	$	(40.0504)	$	(0.3103)
Discontinued operations	$	~~(0.02)~~	$	~~(0.06)~~	$	~~(0.04)~~—	$	(0.0002)
Net Income (Loss)	$	~~(2.02)~~	$	~~(0.14)~~	$	(40.0904)	$	(0.3105)
Net Income (Loss)	$	~~(1,068)~~	$	~~(74)~~	$	(~~2,167~~19)	$	(~~167~~25)
Other comprehensive income (loss), net of tax:
Change in fair value of derivatives	~~(4)~~		~~(30)~~		~~(17)~~1		(358)
Foreign currency translation adjustments	—		13		—(2)		8—
Total Other comprehensive income (loss), net of tax:	~~(4)~~		~~(17)~~		(171)		(278)
Comprehensive Income (Loss) Before Noncontrolling Interests	~~(1,072)~~		~~(91)~~		(~~2,184~~20)		(~~194~~33)
Comprehensive income (loss) attributable to noncontrolling interests	~~(1)~~		—		~~(2)~~—		~~(6)~~—
Comprehensive Income (Loss) Attributable to Alight, Inc.	$	~~(1,071)~~	$	~~(91)~~	$	(~~2,182~~20)	$	(~~188~~33)

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

Alight, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in millions)	CommonStock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		~~AccumulatedOtherComprehensiveIncome~~AccumulatedOtherComprehensiveLoss		Total Alight, Inc. Equity		Noncontrolling Interest		Total Stockholders' Equity
Balance at June 30, 2025	$	—	$	(259)	$	5,101	$	(1,758)	$	34	$	3,118	$	3	$	3,121
Balance at December 31, 2025	$	—	$	(284)	$	5,065	$	(3,757)	$	20	$	1,044	$	2	$	1,046
Net income (loss)	—		—		—		(~~1,067~~19)		—		(~~1,067~~19)		~~(1)~~—		(~~1,068~~19)
Other comprehensive income (loss), net	—		—		—		—		(41)		(41)		—		(41)
Share-based compensation expense	—		—		34		—		—		34		—		34
Shares withheld in lieu of taxes	—		—		(1)		—		—		(1)		—		(1)
Share repurchases	—		~~(25)~~—		—		—		—		~~(25)~~—		—		~~(25)~~—
Dividends	—		—		~~(22)~~—		—		—		~~(22)~~—		—		~~(22)~~—
Balance at September 30, 2025	$	—	$	(284)	$	5,081	$	(2,825)	$	30	$	2,002	$	2	$	2,004
Other	—		—		—		—		—		—		—		—
(in millions)	CommonStock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveIncome		Total Alight, Inc. Equity		Noncontrolling Interest		Total Stockholders' Equity
Balance at March 31, 2026	$	—	$	(284)	$	5,068	$	(3,776)	$	19	$	1,027	$	2	$	1,029
Balance at June 30, 2024	$	—	$	(132)	$	5,134	$	(594)	$	65	$	4,473	$	4	$	4,477
(in millions)	CommonStock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Total Alight, Inc. Equity		Noncontrolling Interest		Total Stockholders' Equity
Net income (loss)	—		—		—		(74)		—		(74)		—		(74)
Balance at December 31, 2024	$	—	$	(219)	$	5,141	$	(660)	$	47	$	4,309	$	4	$	4,313
Other comprehensive income (loss), net	—		—		—		—		(17)		(17)		—		(17)
Net income (loss)	—		—		—		(25)		—		(25)		—		(25)
Conversion of noncontrolling interest	—		—		(1)		—		—		(1)		—		(1)
Other comprehensive income (loss), net	—		—		—		—		(8)		(8)		—		(8)
Share-based compensation expense	—		—		106		—		—		106		—		106
Share repurchases	—		(75)		—		—		—		(75)		—		(75)
Shares withheld in lieu of taxes	—		—		(11)		—		—		(11)		—		(11)
Other	—		—		6		—		—		6		—		6
Share repurchases	—		(20)		—		—		—		(20)		—		(20)
Balance at September 30, 2024	$	—	$	(207)	$	5,149	$	(668)	$	48	$	4,322	$	4	$	4,326
Dividends	—		—		(21)		—		—		(21)		—		(21)
Other	—		—		(1)						(1)		—		(1)
Balance at March 31, 2025	$	—	$	(239)	$	5,114	$	(685)	$	39	$	4,229	$	4	$	4,233

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

(in millions)	CommonStock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Total Alight, Inc. Equity		Noncontrolling Interest		Total Stockholders' Equity
Balance at December 31, 2024	$	—	$	(219)	$	5,141	$	(660)	$	47	$	4,309	$	4	$	4,313
Net income (loss)	—		—		—		(2,165)		—		(2,165)		(2)		(2,167)
Other comprehensive income (loss), net	—		—		—		—		(17)		(17)		—		(17)
Common stock issued under ESPP	—		—		4		—		—		4		—		4
Share-based compensation expense	—		—		14		—		—		14		—		14
Shares withheld in lieu of taxes	—		—		(12)		—		—		(12)		—		(12)
Share repurchases	—		(65)		—		—		—		(65)		—		(65)
Dividends	—		—		(65)		—		—		(65)		—		(65)
Other	—		—		(1)		—		—		(1)		—		(1)
Balance at September 30, 2025	$	—	$	(284)	$	5,081	$	(2,825)	$	30	$	2,002	$	2	$	2,004
(in millions)	CommonStock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Total Alight, Inc. Equity		Noncontrolling Interest		Total Stockholders' Equity
Balance at December 31, 2023	$	—	$	(52)	$	4,946	$	(503)	$	71	$	4,462	$	280	$	4,742
Net income (loss)	—		—		—		(165)		—		(165)		(2)		(167)
Other comprehensive income (loss), net	—		—		—		—		(23)		(23)		(4)		(27)
Common Stock issued under ESPP	—		—		6		—		—		6		—		6
Conversion of noncontrolling interest	—		—		197		—		—		197		(269)		(72)
Share-based compensation expense	—		—		56		—		—		56		—		56
Shares withheld in lieu of taxes	—		—		(58)		—		—		(58)		—		(58)
Share repurchases	—		(155)		—		—		—		(155)		—		(155)
Other	—		—		2						2		(1)		1
Balance at September 30, 2024	$	—	$	(207)	$	5,149	$	(668)	$	48	$	4,322	$	4	$	4,326

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

Alight, Inc.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
(in millions)	~~2025~~2026		~~2024~~2025
Operating activities:
Net Income (Loss) From Continuing Operations	$	(~~2,145~~19)	$	(~~169~~17)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	9334		8330
Intangible asset amortization	~~211~~70		~~210~~71
Noncash lease expense	52		92
Financing fee and premium amortization	1		(1)
Share-based compensation expense	4		6
Share-based compensation expense	14		59
(Gain) loss from change in fair value of financial instruments	—		(8)
(Gain) loss from change in fair value of financial instruments	1		(54)
(Gain) loss from change in fair value of tax receivable agreement	(19)		9
(Gain) loss from change in fair value of tax receivable agreement	(34)		51
Deferred tax expense (benefit)	(7)		(4)
Release of unrecognized tax provision	—		(1)
Other	4		—
Deferred tax expense (benefit)	(197)		(75)
Goodwill impairment	2,321		—
Other	11		(4)
Changes in operating assets and liabilities:
Accounts receivable	7228		~~(19)~~33
Accounts payable and accrued liabilities	(9638)		11(60)
Other assets and liabilities	~~(21)~~20		~~(25)~~11
Cash provided by operating activities - continuing operations	~~236~~79		7573
Cash provided by operating activities - discontinued operations	—		59—
Net cash provided by operating activities	$	~~236~~79	$	~~134~~73
Investing activities:
Net proceeds from sale of business	(13)		972
Capital expenditures	(26)		(29)
Capital expenditures	(85)		(95)
Cash provided by (used in) investing activities - continuing operations	(26)		(29)
Cash provided by (used in) investing activities - continuing operations	(98)		877
Cash used in investing activities - discontinued operations	—		—
Cash used in investing activities - discontinued operations	—		(11)
Net cash provided by (used in) investing activities	$	(26)	$	(29)
Net cash provided by (used in) investing activities	$	(98)	$	866
Financing activities:
Dividend payments	~~(65)~~—		—(21)
Net increase (decrease) in fiduciary liabilities	(129)		28(12)
Repayments to banks	(155)		(~~759~~5)
Principal payments on finance lease obligations	(175)		(225)
Payments on tax receivable agreements	(~~100~~136)		(62100)
Tax payment for shares/units withheld in lieu of taxes	(121)		(5811)
Repurchase of shares	~~(65)~~—		(~~155~~20)
Other financing activities	~~(2)~~—		—(2)
Cash used for financing activities - continuing operations	(~~288~~156)		(~~1,028~~176)
Cash provided by (used in) financing activities - discontinued operations	—		22—
Net Cash provided by (used in) financing activities	$	(~~288~~156)	$	(~~1,006~~176)
Effect of exchange rate changes on cash, cash equivalents and restricted cash - continuing operations	—(1)		1—
Effect of exchange rate changes on cash, cash equivalents and restricted cash - discontinued operations	—		~~(3)~~—
Net increase (decrease) in cash, cash equivalents and restricted cash	(~~150~~104)		(8132)
Cash, cash equivalents and restricted cash balances from:
Continuing operations - beginning of year	$	~~582~~521	$	~~558~~582
Discontinued operations - beginning of year	—		~~1,201~~—
Less discontinued operations - end of period	—		—
Less fiduciary cash transferred with sale of business	—		1,189
Continuing operations - end of period	$	417	$	450
Continuing operations - end of period	$	432	$	562
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	~~205~~178	$	~~300~~223
Restricted cash included in fiduciary assets	~~227~~239		~~262~~227
Total cash, cash equivalents and restricted cash	$	~~432~~417	$	~~562~~450
Supplemental disclosure of non-cash investing and financing activities:
Fixed asset additions acquired through finance leases	$	83	$	526
Right of use asset additions acquired through operating leases	96		81

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

Alight, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation and Nature of Business

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025, filed with the Securities and Exchange Commission (“SEC”) on February 2724, ~~2025~~2026. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation.

On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we” “us” “our” or the “Successor”). As of ~~September~~March 3031, ~~2025~~2026, Alight owned approximately 99% of the economic interest in the Predecessor, had 100% of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1% as of ~~September~~March 3031, ~~2025~~2026.

On July 12, 2024, the Company, completed the ~~previously announced~~ sale (the “Transaction”) of Alight's ~~Professional Services segment and its~~ Payroll & HCM Outsourcing business (the "Divestiture" or "Divested Business") within the Employer Solutions segment. As a result of this agreement, the results of the Company’s Payroll and Professional Services businesses are reported separately as discontinued operations, net of tax, in our condensed consolidated financial statements for all periods presented ~~as of September 30, 2025~~. While the Closing Date was July 12, 2024, we determined the impact of eleven days was immaterial to the Company's results of operations. As such, we utilized July 1, 2024 as the date of the sale for accounting purposes.

Nature of Business

We are a technology-enabled services company delivering human capital management solutions to many of the world's largest and most complex organizations. This includes the implementation and administration of employee benefits (e.g., health, wealth and leaves) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, our intuitive, cloud-based employee engagement platform. Through Alight Worklife, the Company believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals.

Our primary business, Employer Solutions, is driven by our Alight Worklife platform, and includes integrated benefits administration, healthcare navigation, financial wellbeing and retiree healthcare. We leverage data across numerous interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. Our clients’ employees benefit from an integrated platform and user experience, coupled with a full-service customer care center, helping them manage the full life cycle of their health, wealth and wellbeing.

2. Significant Accounting Policies

The adoption of ASU No. 2025-05, Financial Instruments – Credit Losses did not have a material impact on the condensed consolidated financial statements. There have been no other material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025.

Allowance for Expected Credit Losses

The Company holds an allowance for expected credit losses with respect to trade receivables and contract assets that is based on a combination of factors, including evaluation of historical write-offs, current conditions and reasonable economic forecasts that affect collectability and other qualitative and quantitative analysis. The Company has elected to apply the practical expedient that allows the Company to assume that conditions as of the balance sheet date will not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. Receivables, net included an allowance for expected credit losses of $5 million and $6 million at March 31, 2026 and December 31, 2025, respectively.

Use of Estimates

The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses.~~

These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly 6

7disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses.

New Accounting Pronouncements Recently Adopted

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments - Credit Losses (Topic 326), which provides all entities with a practical expedient in developing a reasonable and supportable forecast as part of estimating current expected credit losses assuming that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted this standard prospectively during the three months ended March 31, 2026 and it did not have a material impact on the condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning with the year ending December 31, 2025. Early adoption is permitted. The amendments should be applied prospectively, although optional retrospective application is permitted. Management intends to adopt the amendments prospectively for the year ending December 31, 2025. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures, but it does not, however, expect an impact on the Company’s financial condition and results of operations.

In November 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (Topic 220), which requires disclosure in the notes to financial statements of specified information about certain costs and expenses. This guidance will be effective for the annual periods beginning with the year ending December 31, 2027. Early adoption is permitted. Upon adoption, the guidance may be applied retrospectively or prospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures.

In ~~July~~September 2025, the FASB issued ASU No. 2025-0506, ~~Financial~~Accounting ~~Instruments~~for -and ~~Credit~~Disclosure ~~Losses~~of ~~(Topic~~Software ~~326)~~Costs, which ~~provides~~improves ~~all~~the ~~entities~~operability ~~with~~of athe ~~practical~~guidance ~~expedient~~by inremoving ~~developing~~all areferences ~~reasonable~~to ~~and~~software ~~supportable~~development ~~forecast~~project asstages ~~part~~so ofthat ~~estimating~~the ~~current~~guidance ~~expected~~is ~~credit~~neutral ~~losses~~to ~~assuming~~different ~~that~~software ~~current~~development ~~conditions~~methods. asMoving offorward, the ~~balance~~amendments ~~sheet~~will ~~date~~require doan ~~not~~entity ~~change~~to ~~for~~capitalize ~~the~~software ~~remaining~~costs ~~life~~when a set of ~~the~~two ~~asset~~criteria are met. This guidance will be effective for ~~the~~ annual reporting periods beginning ~~with~~after ~~the~~December ~~year~~15, ~~ending~~2027, ~~December~~and ~~31,~~interim ~~2026~~reporting periods within those annual reporting periods. Early adoption is permitted. Upon adoption, the guidance ~~should~~may be ~~adopted~~applied prospectively, using a modified transition approach, or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures.

In ~~September~~December 2025, the FASB issued ASU No. 2025-0611, ~~Accounting~~Interim ~~for~~Reporting ~~and~~(Topic ~~Disclosure~~270): ofNarrow-Scope ~~Software Costs~~Improvements, which ~~improves~~aims ~~the~~to ~~operability~~improve of the guidance byin ~~removing~~Topic ~~all~~270, ~~references~~Interim toReporting, ~~software~~by ~~development~~improving ~~project stages so that~~ the ~~guidance~~navigability isof ~~neutral to different software development methods. Moving forward,~~ the ~~amendments~~required ~~will~~interim ~~require~~disclosures anand ~~entity~~clarifying ~~to capitalize software costs~~ when athat ~~set~~guidance ofis ~~two criteria are met~~applicable. ~~This~~The ~~guidance~~amendments will be effective for ~~the~~interim ~~annual~~reporting periods ~~beginning~~within ~~with~~annual ~~the~~reporting ~~year~~periods ~~ending~~beginning after December 3115, ~~2028~~2027. Early adoption is permitted. Upon adoption, ~~the~~entities ~~guidance~~can ~~may~~apply bethe ~~applied~~amendments either prospectively, ~~using~~or aretrospectively ~~modified~~to ~~transition~~any ~~approach,~~ or ~~retrospectively~~all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures.

3. Revenue from Contracts with Customers

The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated health, ~~cloud-based~~wealth, ~~human~~and ~~capital~~leave administrative solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within ~~each~~the reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration and are therefore less predictable on an annual basis. See Note 12, “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segment is Employer Solutions. Employer Solutions is driven by our digital, software and AI-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health and employee wellbeing. The Company believes the revenue categories within Employer Solutions depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.

Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. We may occasionally be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below.

Administrative Services

We provide benefits and human resource services across all of our solutions, which are highly recurring. The Company’s contracts may include administration services across one or multiple solutions and typically ~~have~~range from three to five~~-year~~ ~~terms~~years with mutual renewal options. These contracts typically consist of an implementation phase and an ongoing administration phase:

Implementation phase – In connection with the Company’s long-term agreements, implementation efforts are often necessary to set up clients and their human resource or benefit programs on the Company’s systems and operating processes. Work performed during the implementation phase is considered a set-up activity because it does not transfer a service to the customer. Therefore, it is not a separate performance obligation. As these agreements are longer term in nature, our contracts generally provide that if the client terminates a contract, we are entitled to an additional payment for services performed through the termination date designed to recover our up-front costs of implementation. Any fees received from the customer as part of the implementation are, in effect, an advance payment for the future ongoing administration services to be provided.

Ongoing administration services phase – For all solutions, the ongoing administration phase includes a variety of plan and system support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our Health Solutions agreements, annual on-boarding and enrollment support. While there are a variety of activities performed across all solutions, the overall nature of the obligation is to provide integrated administration solutions to the customer. The agreement represents a stand-ready obligation to perform these activities across all solutions on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefit cycle in the case of our Health Solutions arrangements) is distinct and the activities are performed substantially the same. Accordingly, the ongoing administration services for each solution represents a series and each series (i.e., each month, or each benefit cycle including the enrollment period in the case of our Health Solutions arrangements) of distinct services are deemed to be a single performance obligation. In agreements that include multiple performance obligations, the transaction price related to each performance obligation is based on a relative stand-alone selling price basis. We establish the stand-alone selling price using a suitable estimation method, which includes a market assessment approach using observable market prices the Company charges separately for similar solutions to similar customers, or an expected cost plus margin approach.

Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum implementation fees. Our fees are not typically payable until the commencement of the ongoing administration phase. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination.

For Health Solutions administration services, each benefits cycle inclusive of the enrollment period represents a time increment under the series guidance and is a single performance obligation. Although ongoing fees are typically not payable until the commencement of the ongoing administrative phase, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual enrollment services. Although our per-participant fees are considered variable, they are typically predictable in nature, and therefore we do not generally constrain any portion of our transaction price estimates. We use an input method based on the labor costs incurred relative to total labor costs as the measure of progress in satisfying our Health Solutions performance obligation commencing when the customer’s annual enrollment services begin. Given that the Health Solutions enrollment and administrative services are stand-ready in nature, it can be difficult to estimate the total expected efforts or hours we will incur for a particular benefits cycle. Therefore, the input measure is based on the historical effort expended, which is measured as labor cost.

In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts ~~or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract.~~

or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract.

Other Contracts

In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our participant financial advisory services and enrollment services not bundled with ongoing administration services.

Fee arrangements can be in the form of fixed-fee, time-and-materials, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination.

Services may represent stand-ready obligations that meet the series provision, in which case all variable consideration is allocated to each distinct time increment.

Other services are recognized over- time based on a method that faithfully depicts the transfer of value to the customer, which may be based on the value of labor hours worked or time elapsed, depending on the facts and circumstances.

The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include ~~both~~ employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits. Our performance obligations under these annual enrollment services are typically completed over a short period upon which a respective policy is placed or confirmed with no ongoing fulfillment obligations. For the employer-sponsored arrangements, we recognize the majority of the placement revenue in the fourth quarter of the calendar year, which is when most of the placement or renewal activity occurs. However, the Company may continue to receive commissions from carriers until the respective policy lapses or is canceled. The Company bases the estimates of total transaction price on supportable evidence from an analysis of past transactions, and only includes amounts that are probable of being received or not refunded. For the employer-sponsored arrangements, the estimated total transaction price may differ from the ultimate amount of commissions we may collect. Consequently, the estimate of total transaction price is adjusted over time as the Company receives confirmation of cash received, or as other information becomes available.

A portion of the Company's revenue is subscription-based where monthly fees are paid to the Company. The subscription-based revenue is recognized straight-line over the contract term, which is generally three years.

The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation.

Contract Costs

Costs to obtain a Contract

The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is ~~generally~~15 7 years for ~~our~~most ~~leaves~~of our solutions and ~~generally~~7 15 years for ~~all of~~ our ~~other~~leaves solutions. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Costs to fulfill a Contract

The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is ~~generally~~ 7 years for our leaves solutions and ~~generally~~ 15 years for all of our other solutions. Amortization for all contracts costs is recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss), see Note 5, “Other Financial Data”.

4. Discontinued Operations

As disclosed in Note 1, “Basis of Presentation and Nature of Business”, on July 12, 2024, the Company closed on ~~its~~the ~~previously announced~~ sale of the Divested Business. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million and a fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and an initial fair value of $43 million as of July 12, 2024 to be issued by the Note Issuer. The Seller Note has a stated interest rate of 8.0% which is expected to mature in July 2030. The Seller Note was measured at fair value as of July 12, 2024 on a nonrecurring basis, by calculating the interest of the Seller Note, which is expected to be paid-in-kind, and discounting the principal and interest by applying a discount rate based on the Divested Business's estimated cost of debt.

10In conjunction with the Divestiture, the Company entered into a Transition Services Agreement (the "TSA") with the Buyer. The TSA outlines the terms under which the Company would provide certain reimbursable post-closing services to support the business on a transitional basis for an initial period of up to 18 months, with the option to extend for an additional six months. As of March 31, 2026, the Company is no longer providing the majority of services originally agreed upon in the TSA.

~~Note~~TSA ~~Issuer.~~services ~~The~~income ~~Seller~~was ~~Note~~immaterial ~~has~~and a$10 million ~~stated~~for ~~interest~~the ~~rate~~three ofmonths ~~8.0%.~~ended ~~The Seller Note was measured at fair value as of July~~March 1231, ~~2024~~2026 onand a2025, ~~nonrecurring basis~~respectively, bywhich ~~calculating~~was ~~the~~recognized ~~interest~~in ofOther ~~the~~(income) ~~Seller~~expense, ~~Note~~net, ~~which~~with isthe ~~expected~~corresponding toexpenses berecorded ~~paid-~~in~~-kind,~~ ~~and~~Cost ~~discounting~~of ~~the~~services ~~principal~~ and ~~interest~~Selling, bygeneral ~~applying~~and aadministrative ~~discount~~expense ~~rate~~in ~~based on~~ the ~~Divested~~Condensed ~~Business's~~Consolidated ~~estimated~~Statement ~~cost~~ of ~~debt~~Comprehensive Income (Loss).

In conjunction with the Divestiture, the Company entered into a Transition Services Agreement (the "TSA") with the Buyer. The TSA outlines the terms under which the Company provides certain reimbursable postPass-~~closing~~through ~~services~~costs toof ~~support~~approximately ~~the~~$2 million ~~business on a transitional basis~~ and ~~are~~$15 million ~~anticipated to be provided~~ for anthe ~~initial~~three ~~period~~months ofended upMarch 31, to2026 18and ~~months~~2025, ~~with~~respectively, ~~the~~were ~~option~~incurred tounder ~~extend for an additional six months. As part of~~ the TSA ~~agreement~~, ~~$15 million~~which ofwere ~~the~~netted ~~Closing~~against ~~Cash~~the ~~Consideration~~equal ~~payable~~and atoffsetting ~~closing~~reimbursement ~~was~~amounts ~~accounted~~due ~~for~~from ~~as a prepayment to~~ the ~~Company~~Divested ~~for services provided under the TSA~~Business.

~~TSA~~Revenue ~~services~~earned ~~income~~from ~~was~~customer $7care ~~million~~commercial ~~and~~services ~~$25 million~~provided ~~for~~to the ~~three~~Divested ~~and~~Business ~~nine~~was ~~months ended September~~$9 ~~30,~~million ~~2025, respectively,~~ and $912 million for ~~each of~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2026 ~~which was recognized in Other (income) expense, net, with the corresponding expenses recorded in Cost of services~~ and ~~Selling~~2025, ~~general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss)~~respectively.

Pass-through costs of approximately $4 million and $34 million for the three and nine months ended September 30, 2025, respectively, and approximately $22 million for each of the three and nine months ended September 30, 2024 were incurred under the TSA, which were netted against the equal and offsetting reimbursement amounts due from the Divested Business.

Revenue earned from customer care commercial services provided to the Divested Business was $9 million and $33 million for the three and nine months ended September 30, 2025, respectively, and $11 million for each of the three and nine months ended September 30, 2024.

The Company did not record any gains or losses on sale of the Divested Business for the three months ended September 30, 2025. A loss on sale of the Divested Business for the nine months ended September 30, 2025 of $8 million, net of tax, was recorded upon customary post-closing selling price adjustments of the sale and reflects the impact of net proceeds received less cost to sell relative to the carrying value of the Divested Business net assets. An initial gain on sale of the Divested Business was recorded for the three and nine months ended September 30, 2024 of $4 million, net of tax,

The following table presents the results as reported in Income (Loss) from Discontinued Operations, Net of Tax, within our Condensed Consolidated Statements of Comprehensive Income (Loss) (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2025		2024		2025		2024
					2026		2025
Revenue	$	3	$	33	$	403	$	~~539~~24
Cost of services, exclusive of depreciation and amortization	3		33		403		~~387~~24
Depreciation and amortization	—		—		—		3—
Gross Profit	—		—		—		~~149~~—
Operating Expenses
Selling, general and administrative	—		—		—		89—
Depreciation and intangible amortization	—		—		—		8—
Total Operating Expenses	—		—		—		97—
Income (loss) from Discontinued Operations	—		—		—		52—
Other (income) expense, net	—		—		—		2—
Income (Loss) from Discontinued Operations Before Income Taxes	—		—		—		50—
(Gain) Loss on sale of disposition, net of tax	—		~~(4)~~		8—		~~(4)~~7
Income tax expense (benefit)	13		34		14—		521
Net Income (Loss) from Discontinued Operations, Net of Tax	$	~~(13)~~	$	~~(30)~~	$	~~(22)~~—	$	2(8)

The Company concluded that it controlled a portion of the Divested Business services subsequent to separation as a result of certain shared contractual relationships that had not been legally assigned as of ~~September~~March 3031, ~~2025~~2026. As such, the Company determined it was the principal for these services and, therefore, the Company recorded $3 million and $4024 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, respectively, ~~and $33 million for each~~ of ~~the three and nine months ended September 30, 2024 of~~ Revenue and Cost of services on a gross ~~basis within discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).~~

1110

~~The~~basis ~~Company~~within ~~recorded~~discontinued ~~$13~~operations ~~million~~in ~~of tax expense for~~ the ~~three~~accompanying ~~months~~Condensed ~~ended~~Consolidated ~~September 30,~~Statements ~~2025 and $34 million for the three months ended September 30, 2024, respectively. This additional income tax is due to application~~ of ~~the~~Comprehensive ~~dual~~Income ~~consolidated loss rules as a result of the filing of the federal tax return during the interim period~~(Loss). The application of the dual consolidated loss rule was impacted by the sale of the Divested Business, which disallowed foreign losses previously elected. The Company recorded $14 million of tax expense for the nine months ended September 30, 2025 and $52 million of tax expense for the nine months ended September 30, 2024, respectively. This additional income tax is due to application of the dual consolidated loss rules as a result of the filing of the federal tax return, as well as the Company’s recording of the tax provision for the Divested business during the prior period.

The expense amounts reflected above represent only the direct costs attributable to the Divested Business and excludes allocations of corporate costs retained following the sale.

5. Other Financial Data

Condensed Consolidated Balance Sheets Information

Receivables, net

The components of Receivables, net are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Billed and unbilled receivables	$	~~408~~364	$	~~480~~393
Allowance for expected credit losses	(95)		(96)
Balance at end of period	$	~~399~~359	$	~~471~~387

Other current assets

The components of Other current assets are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Deferred project costs	$	2933	$	2330
Prepaid expenses	5956		5655
Commissions receivable	2752		8990
Other	6064		4659
Total	$	~~175~~205	$	~~214~~234

Other assets

The components of Other assets are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Deferred project costs	$	274	$	~~263~~276
Operating lease right of use asset	4036		4236
Commissions receivable	106		157
Other	5566		~~102~~58
Total	$	~~379~~382	$	~~422~~377

The current and non-current portions of deferred project costs relate to costs to obtain and fulfill contracts (see Note 3, “Revenue from Contracts with Customers”). Total amortization expense related to deferred project costs was $811 million and $6 million for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and was $21 million and $18 million for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively, and were recorded in Cost of services, exclusive of depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The interest rate swap balances in Other current assets as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 were $85 million and $235 million, respectively. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, ~~the~~there were no interest rate swap balances in Other assets (see Note 13 “Derivative Financial Instruments” for additional information). As of March 31, 2026 and December 31, 2025, the balances in Other assets included $44 million and $42 million, respectively, related to the Seller Note.

1211

in Other assets were $1 million and $8 million, respectively (see Note 13 “Derivative Financial Instruments” for additional information). As of September 30, 2025 and December 31, 2024, the balances in Other assets included $41 million and $37 million, respectively, related to the Seller Note. As of September 30, 2025 and December 31, 2024, the balance in Other assets also included the fair value of the Additional Seller Note of zero and $50 million, respectively (see Note 4 "Discontinued Operations" and Note 14 "Financial Instruments" for additional information).

Other current liabilities

The components of Other current liabilities are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Deferred revenue	$	90108	$	91112
Operating lease liabilities	1819		1718
Finance lease liabilities	2021		1920
Current portion of tax receivable agreement liability	~~164~~20		~~100~~156
Other	4251		4647
Total	$	~~334~~219	$	~~273~~353

Other liabilities

The components of Other liabilities are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Deferred revenue	$	3735	$	4036
Operating lease liabilities	5350		5649
Finance lease liabilities	3224		3927
Other	2124		2329
Total	$	~~143~~133	$	~~158~~141

The current and non-current portions of deferred revenue relate to consideration received in advance of performance under client contracts. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, revenue of approximately $6928 million and $7323 million was recognized that was recorded as deferred revenue at the beginning of each period, respectively.

Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. The interest rate swap balance in Other current liabilities as of ~~September~~both 30March 31, 2026 and December 31, 2025 ~~was~~were $1 million. ~~There~~and ~~were~~$1 ~~no interest rate swaps recorded in Other current liabilities as of December 31~~million, ~~2024~~respectively. There were no interest rate swaps recorded in Other liabilities as of both ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively (see Note 13, “Derivative Financial Instruments” for additional information).

6. Goodwill and Intangible assets, net

The changes in the net carrying amount of goodwill are as follows (in millions):

	Total
	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance as of December 31, 2024	$	3,212
Balance as of December 31, 2025	$	3,207	$	(3,124)	$	83
Impairment(1)	(2,321)
Impairment	—		—		—
Other	(5)
Balance at March 31, 2026	$	3,207	$	(3,124)	$	83
Balance at September 30, 2025	$	886

(1)Amount relates to non-cash goodwill impairment charges.

Goodwill for each reporting unit is tested for impairment annually as of October 1, or more frequently if there are indicators that a reporting unit may be impaired. During the fourth quarter of 2024, the Company performed a quantitative

assessment in accordance with FASB Accounting Standards Codification ("ASC") 350. The Company determined the fair value of its reporting units exceeded the carrying value as of October 1, 2024, and therefore, goodwill was not impaired.

During the second quarter of 2025, we evaluated the macroeconomic, industry and market conditions, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units to determine whether there were any interim indicators of impairment. Based on these considerations, we concluded there were indicators of impairment in the Health Solutions reporting unit and the Company recorded a non-cash goodwill impairment charge of $983 million, which is included in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2025.

During the third quarter of 2025, we evaluated for interim indicators of impairment and concluded the sustained decline in our stock price coupled with a reduction in future expected financial performance were indicators of impairment. The reduction of future expected financial performance is driven by lower Net Commercial Activity (which reflects items such as client wins and losses), including lower than expected bookings and larger than anticipated losses from contract renewals which is expected to impact revenue growth. We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide. As such, the Company recorded non-cash goodwill impairment charges of $1,293 million in the Health Solutions reporting unit and $45 million in the Wealth Solutions reporting unit which are included in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2025.

The Company determines the fair value of the reporting units by using a combination of the present value of expected future cash flows and a market approach based on earnings multiple data from peer companies, using unobservable level 3 inputs. If an impairment is identified, an impairment is recorded by the amount that the carrying value exceeds the fair value for each reporting unit as a non-recurring fair value measurement. While the future cash flows are consistent with those that are used in our internal planning process inclusive of long-term growth assumptions, estimating cash flows requires significant judgment. Future changes to our projected cash flows can vary from the cash flows eventually realized, which may have a material impact on the outcomes of future goodwill impairment tests.

The Company uses a weighted average cost of capital that represents the blended average required rate of return for equity and debt capital based on observed market return data and company-specific risk factors. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. In connection with the impairment taken in the third quarter of 2025, we utilized a discount rate of 11.25% and a long-term growth rate of 3.5% for our Health Solutions and Wealth Solutions reporting units in the determination of fair value. A hypothetical 50-basis point decrease in the long-term growth rate could have resulted in an additional goodwill impairment of $125 million in the Company’s Health Solutions reporting unit and $10 million in the Company's Wealth Solutions reporting unit. A hypothetical 25-basis point increase in the discount rate could have resulted in an additional goodwill impairment of $100 million in the Company’s Health Solutions reporting unit and $10 million in the Company's Wealth Solutions reporting unit. At September 30, 2025, our Health Solutions and Wealth Solutions reporting units had $803 million and $83 million of goodwill, respectively.

Intangible assets by asset class are as follows (in millions):

	September 30, 2025						December 31, 2024
	March 31, 2026						December 31, 2025
	GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount
Intangible assets:
Customer-related and contract based intangibles	$	3,192	$	~~903~~1,010	$	2,~~289~~182	$	3,192	$	~~742~~957	$	2,~~450~~235
Technology related intangibles	230		~~162~~182		6848		230		~~133~~172		9758
Trade name	408		~~121~~135		~~287~~273		408		~~100~~128		~~308~~280
Total	$	3,830	$	1,~~186~~327	$	2,~~644~~503	$	3,830	$	~~975~~1,257	$	2,~~855~~573

Amortization expense from finite-lived intangible assets for the three months ended September 30, 2025 and 2024 was $70 million and $70 million, respectively. Amortization expense from finite-lived intangible assets for the nine months ended September 30, 2025 and 2024 was $211 million and $210 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).12

14Amortization expense from finite-lived intangible assets for the three months ended March 31, 2026 and 2025 was $70 million and $71 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 (in millions, except for years):

September 30, 2025

December 31, 2024

March 31, 2026

December 31, 2025

NetCarryingAmount

Weighted-AverageRemainingUseful Lives

NetCarryingAmount

Weighted-AverageRemainingUseful Lives

Intangible assets:

Customer-related and contract-based intangibles

2,~~289~~182

10.72

2,~~450~~235

1110.5

Technology-related intangibles

6848

1.84

9758

21.6

Trade name

~~287~~273

10.73

~~308~~280

1110.45

Total

2,~~644~~503

2,~~855~~573

Subsequent to ~~September~~March 3031, ~~2025~~2026, the annual amortization expense is expected to be as follows (in millions):

	Customer-Relatedand Contract BasedIntangibles		TechnologyRelatedIntangibles		TradeNameIntangibles		Total
2025 (October - December)	$	53	$	10	$	7	$	70
2026 (April - December)	$	160	$	28	$	20	$	208
2026	214		38		27		279
2027	214		19		27		260
2028	214		1		27		242
2029	214		—		27		241
Thereafter	1,380		—		172		1,552
2030	214		—		27		241
Total amortization expense	$	2,289	$	68	$	287	$	2,644
Thereafter	1,166		—		145		1,311
Total amortization expense	$	2,182	$	48	$	273	$	2,503

7. Income Taxes

The Company's effective tax rates for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024 were 16% and 17%, respectively. The Company's effective tax rates for the nine months ended September 30,~~ 2025 ~~and 2024~~ were 927% and 1715%, respectively. The effective tax ~~rates~~rate for ~~each of~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 ~~were~~was ~~lower~~higher than the 21% U.S. statutory corporate income tax rate and primarily driven by the Company’s non-deductible expenses, tax credits, and changes in valuation allowance~~, and certain non-recurring items, including non-deductible goodwill impairment~~. The effective tax ~~rates~~rate for ~~each of~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 ~~were~~was lower than the 21% U.S. statutory corporate income tax rate. This difference was primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance.

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. For the three months ended September 30, 2025, the primary impact of the OBBBA was a deferred tax benefit of approximately $12 million which is included in Income tax expense (benefit) within the Company's Condensed Consolidated Statement of Comprehensive Income (Loss) due to the realizability of the Company’s deferred tax assets. The Company will continue to monitor any developments and guidance related to the OBBBA.

8. Debt

Debt outstanding consisted of the following (in millions):


	Maturity Date	March 31, 2026		December 31, 2025
Seventh Incremental Term Loans(1)	August 31, 2028	$	2,000	$	2,005


$330 million Revolving Credit Facility, Amended	May 31, 2030	—		—
Total debt, net		2,000		2,005
Less: current portion of long-term debt, net		(20)		(20)
Total long-term debt, net		$	1,980	$	1,985

	Maturity Date	September 30,2025		December 31,2024
Seventh Incremental Term Loans(1)	August 31, 2028	$	2,010	$	—
Sixth Incremental Term Loans(2)	August 31, 2028	—		2,025
$330 million Revolving Credit Facility, Amended	May 31, 2030	—		—
Total debt, net		2,010		2,025
Less: current portion of long-term debt, net		(20)		(25)
Total long-term debt, net		$	1,990	$	2,000

_______________________________________________________

(1)The net balance for the Seventh Incremental Term Loans included unamortized debt issuance costs at ~~September~~March 3031, 2026 and December 31, 2025 of approximately $5 million and $5 million, respectively.

~~(2)The net balance for the Sixth Incremental Term Loans included unamortized debt issuance costs at December 31, 2024 of approximately $6 million.~~ 13

Term Loan

In ~~June~~January ~~2024~~2025, the Company entered into Amendment No. 1011 to its credit agreement, dated as of May 1, 2017 (as amended from time to time, the “"Credit Agreement”"), with a syndicate of lenders to establish a new class of ~~Sixth~~Seventh Incremental Term Loans ~~(the “Sixth Incremental Term Loans”)~~ with an aggregate principal amount of $2,~~489~~030 million and to reprice the outstanding ~~Fifth~~Sixth Incremental Term Loans due August 31, 2028 by reducing the applicable rate from ~~the Secured Overnight Financing Rate ("~~SOFR") + 2.7525% to SOFR + 21.2575%.

In July 2024, the Company paid down $440 million of the Sixth Incremental Term Loans principal balance with proceeds from the Divestiture.

In January 2025, the Company entered into Amendment No. 11 to the Credit Agreement with a syndicate of lenders to establish a new class of Seventh Incremental Term Loans with an aggregate principal amount of $2,030 million and to reprice the outstanding Sixth Incremental Term Loans due August 31, 2028 by reducing the applicable rate from SOFR + 2.25% to SOFR + 1.75%.

Interest rates on the Term Loan borrowings are based on SOFR plus a margin. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the Credit Agreement with the remaining principal balances due on the maturity dates.

The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13, “Derivative Financial Instruments” for additional information).

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~the Company made total principal payments on the Incremental Term Loans of $5 million~~ and ~~$15 million~~2025, ~~respectively. During~~ the ~~three and nine months ended September 30, 2024, the~~ Company made total principal payments on the Incremental Term Loans of $65 million and $195 million, respectively.

Revolving Credit Facility

In August 2021, the Company entered into a $294 million revolving credit facility with a maturity date of August 31, 2026. In March 2023, the Company amended and upsized the revolving credit facility to $300 million and updated the benchmark reference rate from LIBOR to Term SOFR. In May 2025, the Company entered into Amendment No. 12 ofto ~~its~~the ~~credit~~Credit ~~agreement~~Agreement, which increased the aggregate principal amount of its revolving credit facility to $330 million and extended the maturity date to May 31, 2030. At ~~September~~March 3031, ~~2025~~2026, an immaterial amount of unused letters of credit related to insurance policies were issued under the revolving credit facility and there were no outstanding borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During ~~the~~each ~~three~~of ~~months ended September 30, 2025,~~ the ~~Company~~three ~~did not make payments related to these fees. During the nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~the Company made payments related to these fees of $1 million. During the three~~ and ~~nine months ended September 30~~2025, ~~2024,~~ the Company made immaterial payments related to these fees.

Financing Fees, Premiums and Interest Expense

The Company capitalized financing fees and premiums related to the ~~Term~~term ~~Loan~~loans and ~~Revolver~~revolving ~~issued~~credit facility. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms.

Total interest expense related to the debt instruments for the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024,~~2025 was $3228 million and $4032 million, respectively. ~~Total~~Interest ~~interest~~ expense ~~related~~is torecorded ~~the~~in ~~debt~~Interest ~~instruments~~expense ~~for~~in the ~~nine~~Condensed ~~months~~Consolidated Statements of Comprehensive Income (Loss) and is net of interest rate swap derivative gains recognized and interest income.

ended September 30, 2025 and 2024 was $96 million and $149 million, respectively. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss) and, is net of interest rate swap derivative gains recognized and interest income.

Principal Payments

Aggregate remaining contractual principal payments as of ~~September~~March 3031, ~~2025~~2026 are as follows (in millions):

2025 (October - December)	$	5
2026 (April - December)	$	15
2026	20
2027	20
2028	1,~~970~~969
Total payments	$	2,015
2029	—
2030	—
Thereafter	—
Total payments	$	2,004

9. Stockholders' Equity

Preferred Stock

As of ~~September~~March 3031, ~~2025~~2026, 1,000,000 preferred shares, par value $0.0001 per share, were authorized and no preferred shares were issued and outstanding.

Class A Common Stock

As of ~~September~~March 3031, ~~2025~~2026, ~~522~~526,~~640~~775,~~188~~729 shares of Class A Common Stock were outstanding. On July 2, 2024, all remaining shares of the previously unvested Class A Common Stock became fully vested. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends declared by the Company’s Board of Directors.

Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends declared by the Company’s Board of Directors.

Class B Common Stock

Upon the Closing Date of the Business Combination, certain equity holders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 14,999,998 Class B instruments to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equity holders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unit holders”) received Class B common units of Alight Holdings.

The Class B Common Stock and Class B common units are not entitled to a vote and accrue dividends equal to amounts declared per corresponding share of Class A Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B Common Stock or Class B unit converts into a share of Class A Common Stock or Class A unit. If any of the shares of Class B Common Stock or Class B common units do not vest on or before the seventh anniversary of the Closing Date, such shares or units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any cumulative dividend payments.

These Class B instruments are liability classified. Refer to Note 14, “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding.

Class B-1

As of ~~September~~March 3031, ~~2025~~2026, 4,955,297 shares of Class B-1 Common Stock were legally issued and outstanding. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis).

To the extent any unvested share of Class B-1 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date.

17As of March 31, 2026, 2,544,702 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis).

As of September 30, 2025, 2,544,702 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis).

Class B-2

As of ~~September~~March 3031, ~~2025~~2026, 4,955,297 shares of Class B-2 Common Stock were legally issued and outstanding. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis).

To the extent any unvested share of Class B-2 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date.

As of ~~September~~March 3031, ~~2025~~2026, 2,544,702 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis).

Class B-3

As of ~~September~~March 3031, ~~2025~~2026, 10,000,000 shares of Class B-3 Common Stock, par value $0.0001, were authorized. There were no shares of Class B-3 Common Stock issued and outstanding as of ~~September~~March 3031, ~~2025~~2026.

Class V Common Stock

As of ~~September~~March 3031, ~~2025~~2026, ~~510~~484,~~115~~358 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1-for-1 basis with Class A Units in Alight Holdings held by Continuing Unit holders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock.

Class Z Common Stock

As of March 31, 2026, there were no outstanding shares or units of Class Z Common Stock. Upon the Closing Date of the Business Combination, ~~a total of 8,671,507~~ Class Z instruments were issued to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unit holders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equity holders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equity holders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and vested in connection with any such forfeiture.

As of September 30, 2025, there were no outstanding shares of Class Z Common Stock, as all remaining shares of Class Z Common Stock were either forfeited or became fully vested on July 2, 2024 in accordance with their terms. The vested shares of Class Z Common Stock were converted into shares of either Class A, Class B-1 and B-2 Common Stock in connection with the ultimate forfeiture of the shares of unvested Class A, Class B-1 and B-2 common stock issued to participating management holders, as applicable.

Similarly, as of September 30, 2025, there were no outstanding Class Z common units as all remaining Class Z common units were either forfeited or became fully vested on July 2, 2024 in accordance with their terms. The vested Class Z units were converted into either Alight Holdings Class A, Class B-1 and B-2 common units in connection with the ultimate forfeiture of the shares of unvested Class A, Class B-1, and Class B-2 common stock issued to participating management holders, as applicable.

Class A Units

Holders of Alight Holdings Class A units can exchange all or any portion of their Class A units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange.

The Continuing Unit holders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of ~~September~~March 3031, ~~2025~~2026, there were ~~523~~527,~~150~~260,~~303~~087 Class A Units outstanding, of which ~~522~~526,~~640~~775,~~188~~729 are held by the Company and ~~510~~484,~~115~~358 are held by the noncontrolling interest of the Company.

The Alight Holdings limited liability company agreement contains provisions that require a one-to-one ratio is maintained between each class of Alight Holdings units held by Alight and its subsidiaries (including the Alight Group, Inc., but excluding subsidiaries of Alight Holdings) and the number of outstanding shares of the corresponding class of Alight common stock, subject to certain exceptions (including in respect of management equity in the form of options, rights or other securities which have not been converted into or exercised for Alight common stock). In addition, the Alight Holdings limited liability company agreement permits Alight, in its capacity as the managing member of Alight Holdings, to take actions to maintain such ratio, including undertaking stock splits, combinations, recapitalization and exercises of the exchange rights of holders of Alight Holdings units.

Share Repurchase Program

On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase issued and outstanding shares of Class A Common Stock from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. On February 13, 2025, the Company’s Board of Directors authorized the repurchase of up to an additional $200 million of the Company’s Class A common stock, providing a total amount authorized for repurchase of $281 million after giving effect to the increase.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~repurchased~~did ~~6,580,136~~not ~~and~~repurchase ~~13,881,417~~any shares of Class A Common Stock. As of March 31, ~~respectively~~2026, ~~for~~the antotal ~~aggregate~~remaining ~~purchase~~amount ~~price~~authorized offor ~~$25~~repurchase ~~million~~was ~~and~~ $65216 million~~, respectively~~. Repurchased shares are reflected as Treasury Stock on the Condensed Consolidated Balance Sheets as a component of equity. ~~As of September 30, 2025, the total remaining amount authorized for repurchase was $216 million.~~

1916

The following table reflects the changes in our outstanding stock:

	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at June 30, 2025	528,773,552	4,955,297	4,955,297	510,115	—	36,056,851
Balance at December 31, 2025	523,941,625	4,955,297	4,955,297	484,358	—	42,636,987
Conversion of noncontrolling interest	—	—	—	—	—	—
Shares granted upon vesting	~~400~~2,~~475~~624,414	—	—	—	—	—
Issuance for compensation to non-employees (1)	46209,~~297~~690	—	—	—	—	—
Share repurchases	~~(6,580,136)~~—	—	—	—	—	~~6,580,136~~—
Share forfeitures	—	—	—	—	—	—
Balance at September 30, 2025	522,640,188	4,955,297	4,955,297	510,115	—	42,636,987
Balance at March 31, 2026	526,775,729	4,955,297	4,955,297	484,358	—	42,636,987
	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at June 30, 2024	540,804,388	4,914,939	4,914,939	554,568	578,099	16,562,453
Conversion of noncontrolling interest	529,751	—	—	(529,751)	—	—
Shares granted upon vesting	1,653,540	63,868	63,868	535,616	(578,099)	—
Issuance for compensation to non-employees (1)	19,980	—	—	—	—	—
Share repurchases	(10,563,306)	—	—	—	—	10,563,306
Balance at September 30, 2024	532,444,353	4,978,807	4,978,807	560,433	—	27,125,759
	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at December 31, 2024	531,703,862	4,978,807	4,978,807	510,237	—	28,755,570
Conversion of noncontrolling interest	122	—	—	(122)	—	—
Shares granted upon vesting	43,~~685~~348,~~222~~634	—	—	—	—	—
Issuance for compensation to non-employees (1)	~~132~~63,~~399~~468	—	—	—	—	—
Share repurchases	(133,~~881~~245,~~417~~932)	—	—	—	—	133,~~881~~245,~~417~~932
Share forfeitures	—	(23,510)	(23,510)	—	—	—
Balance at September 30, 2025	522,640,188	4,955,297	4,955,297	510,115	—	42,636,987
Balance at March 31, 2025	531,870,154	4,955,297	4,955,297	510,115	—	32,001,502
	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at December 31, 2023	507,567,678	4,951,235	4,951,235	28,962,218	3,420,215	6,427,853
Conversion of noncontrolling interest	28,937,401	—	—	(28,937,401)	—	—
Shares granted upon vesting	16,498,720	63,868	63,868	535,616	(3,420,215)	—
Issuance for compensation to non-employees (1)	138,460	—	—	—	—	—
Share repurchases	(20,697,906)	—	—	—	—	20,697,906
Share forfeitures	—	(36,296)	(36,296)	—	—	—
Balance at September 30, 2024	532,444,353	4,978,807	4,978,807	560,433	—	27,125,759

_______________________________________________________

(1)Issued to certain members of the Board of Directors in lieu of cash retainer.

~~Cash~~ Dividends

InOn ~~2024~~February 19, ~~our~~2026, ~~Board~~the ofCompany ~~Directors~~announced ~~approved~~it areplaced ~~quarterly~~its cash dividend ~~program.~~on ~~Any~~its ~~decision~~Class toA ~~declare~~common ~~and~~stock, ~~pay~~par ~~dividends~~value in$0.0001 ~~the~~per ~~future~~share, ~~will~~with beother ~~made~~capital atallocation activities, including deleveraging the ~~sole~~balance ~~discretion~~sheet ofand continuing our ~~Board~~share ofrepurchase ~~Directors~~program, ~~whose~~subject ~~decision~~to ~~will~~market ~~depend~~and ~~on,~~other ~~among~~conditions.

other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.

The following table provides information with respect to quarterly dividends on common stock during the three and nine months ended September 30, 2025.

Declaration Date

Dividends Per Share

Total Payment (in millions)

Record Date

Payable Date

February 13, 2025

$0.04

$21

March 3, 2025

March 17, 2025

April 30, 2025

$0.04

$22

June 2, 2025

June 16, 2025

July 23, 2025

$0.04

$22

September 2, 2025

September 15, 2025

On November 5, 2025, the Company announced that its Board of Directors approved the payment of a quarterly dividend in the amount of $0.04 per share of Class A Common Stock on December 15, 2025, to shareholders of record as of the close of business on December 1, 2025.

Accumulated Other Comprehensive Income

As of ~~September~~March 3031, ~~2025~~2026, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision.

Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions):

	Foreign Currency TranslationAdjustments		Interest Rate Swaps (1)		Total
Balance at June 30, 2025	$	4	$	30	$	34
Balance at December 31, 2025	$	4	$	16	$	20
Other comprehensive income (loss) before reclassifications	—(2)		12		1—
Tax (expense) benefit	—		1—		1—
Other comprehensive income (loss) before reclassifications, net of tax	—(2)		2		2—
Amounts reclassified from accumulated other comprehensive income	—		(61)		(61)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(61)		(61)
Net current period other comprehensive income (loss), net of tax	—(2)		~~(4)~~1		(41)
Balance at September 30, 2025	$	4	$	26	$	30
Balance at March 31, 2026	$	2	$	17	$	19
_______________________________________________________
(1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information
(1) Reclassifications from this category are recorded in Interest expense. See Note 13, “Derivative Financial Instruments” for additional information
	Foreign Currency TranslationAdjustments (1)		Interest Rate Swaps (2)		Total
	Foreign Currency TranslationAdjustments		Interest Rate Swaps (1)		Total
Balance at June 30, 2024	$	(8)	$	73	$	65
Balance at December 31, 2024	$	4	$	43	$	47
Other comprehensive income (loss) before reclassifications	12—		(233)		(113)
Tax (expense) benefit	1—		102		112
Other comprehensive income (loss) before reclassifications, net of tax	13—		(131)		—(1)
Amounts reclassified from accumulated other comprehensive income	—		(177)		(177)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(177)		(177)
Net current period other comprehensive income (loss), net of tax	$—	13	$(8)	~~(30)~~	$(8)	~~(17)~~
Balance at September 30, 2024	$	5	$	43	$	48
Balance at March 31, 2025	$	4	$	35	$	39
_______________________________________________________
(1) Reclassifications from this category are recorded in Interest expense. See Note 13, “Derivative Financial Instruments” for additional information

(1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that had been designated long-term investment nature.
(2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information
	Foreign Currency TranslationAdjustments		Interest Rate Swaps (1)		Total
Balance at December 31, 2024	$	4	$	43	$	47
Other comprehensive income (loss) before reclassifications	—		(1)		(1)
Tax (expense) benefit	—		5		5
Other comprehensive income (loss) before reclassifications, net of tax	—		4		4
Amounts reclassified from accumulated other comprehensive income	—		(21)		(21)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(21)		(21)
Net current period other comprehensive income (loss), net of tax	—		(17)		(17)
Balance at September 30, 2025	$	4	$	26	$	30
_______________________________________________________
(1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information
	Foreign Currency TranslationAdjustments (1)		Interest Rate Swaps (2)		Total
Balance at December 31, 2023	$	(3)	$	74	$	71
Other comprehensive income (loss) before reclassifications	5		15		20
Tax (expense) benefit	3		12		15
Other comprehensive income (loss) before reclassifications, net of tax	8		27		35
Amounts reclassified from accumulated other comprehensive income	—		(58)		(58)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(58)		(58)
Net current period other comprehensive income (loss), net of tax	8		(31)		(23)
Balance at September 30, 2024	$	5	$	43	$	48
_______________________________________________________
(1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that had been designated long-term investment nature.
(2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information

10. Share-Based Compensation

The Company has an active equity incentive plan, the Alight, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), under which the Company has been authorized to grant share-based awards to key employees and non-employee directors, which consist primarily of time-based restricted stock units ("RSUs") and performance and market condition share units ("PRSUs"). Under this plan, for grants issued during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, approximately 5849% of the units are subject to time-based vesting requirements and approximately 4251% are subject to additional performance-based vesting requirements. As of ~~September~~March 3031, ~~2025~~2026, there were 89144,~~384~~516,~~120~~151 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. RSU and PSU nonvested share-based payment awards contain rights to receive forfeitable dividends and therefore are not participating securities.

Restricted Share Units and Performance Share Units

Time-based RSUs are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period.

The Company’s PRSUs contain various performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The PRSUs vest upon achievement of various performance metrics aligned to goals established by the Company. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed.18

The ~~weighted-average~~Company’s ~~grant-date~~PRSUs ~~fair~~contain ~~value~~various ~~per~~performance, ~~share~~market ofand ~~RSUs~~service ~~and~~conditions that must be satisfied for an employee to earn the right to benefit from the award. The PRSUs ~~granted~~vest ~~during~~upon ~~each~~achievement of various performance metrics or market conditions aligned to goals established by the ~~nine~~Company. ~~months~~Expense ~~ended~~is ~~September 30~~recognized on a straight-line basis over the requisite service period, ~~2025~~based ~~and~~on ~~2024~~the ~~were~~probability ~~approximately~~of ~~$5.76~~achieving ~~and~~the ~~$8.83~~performance or market conditions, ~~and~~with $6changes in expectations recognized as an adjustment to earnings in the period of the change.09 Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and $8any previously recognized compensation cost is reversed.97 Compensation cost is recognized for awards with a market condition provided that the requisite service is rendered, ~~respectively~~regardless of when, if ever, the market condition is satisfied.

The ~~following~~weighted-average ~~table~~grant-date ~~summarizes~~fair ~~the~~value ~~RSU~~per share of RSUs and ~~PRSU~~PRSUs ~~activity~~granted during each of the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025: were approximately $0.81 and $6.18, and $0.73 and $6.50, respectively.

	RSUs	WeightedAverageGrant DateFair ValuePer Unit		PRSUs(1)	WeightedAverageGrant DateFair ValuePer Unit
Balance as of December 31, 2024	7,325,106	$	8.67	10,878,456	$	8.71
Granted	6,002,760	5.76		4,839,204	6.09
Vested	(2,998,286)	8.57		(3,256,692)	8.83
Forfeited	(2,039,971)	8.18		(11,250,010)	7.70
Balance as of September 30, 2025	8,289,609	$	6.70	1,210,958	$	7.15

The following table summarizes the RSU and PRSU activity during the three months ended March 31, 2026:


	RSUs	Weighted Average Grant Date Fair Value Per Unit		PRSUs(1)	Weighted Average Grant Date Fair Value Per Unit
Balance as of December 31, 2025	7,617,889	$	6.56	650,074	$	8.60
Granted	32,489,207	0.81		35,253,019	0.73
Vested	(3,163,854)	6.15		(1,003,267)	8.25
Forfeited	(744,441)	5.11		(1,650,333)	7.19
Balance as of March 31, 2026	36,198,801	$	1.38	33,249,493	$	0.34

_______________________________________________________

(1)The number of PRSUs presented are based on actual or expected achievement of the respective performance goals and market conditions as of the end of the period.

Share-based Compensation Expense

Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Cost of services, exclusive of depreciation and amortization	$	—2	$	3	$	5	$	11
Selling, general and administrative	32		83		9		48
Total share-based compensation expense	$	34	$	116	$	14	$	59

As of ~~September~~March 3031, ~~2025~~2026, total future compensation expense related to unvested RSUs was $4146 million, which will be recognized over a remaining weighted-average amortization period of approximately 12.9665 years. As of ~~September~~March 3031, ~~2025~~2026, total future compensation expense related to unvested PRSUs was $513 million, which will be recognized over a remaining weighted-average amortization period of approximately 13.6067 years.

Employee Stock Purchase Plan

In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1% nor greater than 10% of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares ~~are~~may be purchased at a ~~price~~discount ~~equal~~of up to 8515% of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. As of ~~September~~March 3031, ~~2025~~2026, there were 1224,~~792~~878,~~789~~230 remaining shares available for grant and 34,~~481~~503,~~139~~334 shares issued under the ESPP. ~~The~~For ~~amount~~the ofthree months ended March 31, 2026 and March 31, 2025 the share-based compensation expense related to the ESPP was ~~approximately~~immaterial. Share-based compensation expense related to the ESPP is recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

2319

$0.3 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $1.2 million for the three and nine months ended September 30, 2024, respectively, which was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

11. Earnings Per Share

Basic earnings per share is calculated by dividing the net income (loss) attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock does not, and its Class Z Common Stock did not, participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. RSU and PSU nonvested share-based payment awards contain rights to receive forfeitable dividends and therefore are not participating securities.

In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of ~~September~~March 3031, ~~2025~~2026, the Seller Earnouts were excluded from the diluted earnings per share calculations.

Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2025		2024		2025		2024
					2026		2025
Basic and diluted (net loss) earnings per share:
Numerator
Net Income (Loss) From Continuing Operations	$	~~(1,055)~~	$	~~(44)~~	$	(~~2,145~~19)	$	(~~169~~17)
Less: Net income (loss) attributable to noncontrolling interest	1		—		2—		2—
Net Income (loss) from continuing operations attributable to Alight, Inc.	$	~~(1,054)~~	$	~~(44)~~	$	(~~2,143~~19)	$	(~~167~~17)
Net Income (Loss) From Discontinued Operations, Net of Tax	~~(13)~~		~~(30)~~		~~(22)~~—		2(8)
Net Income (Loss) Attributable to Alight, Inc. - basic	$	~~(1,067)~~	$	~~(74)~~	$	(~~2,165~~19)	$	(~~165~~25)
Loss impact of conversion of noncontrolling interest	—		—		—		~~(1)~~—
Net income (loss) attributable to Alight, Inc. - diluted	$	~~(1,067)~~	$	~~(74)~~	$	(~~2,165~~19)	$	(~~166~~25)
Denominator
Weighted-average shares outstanding - basic	~~526,576,757~~		~~535,828,896~~		~~529~~524,~~206~~744,~~657~~108		~~545~~532,~~659~~297,~~335~~681
Dilutive effect of the exchange of noncontrolling interest units	—		—		—		~~560,433~~—
Dilutive effect of RSUs	—		—		—		—
Weighted-average shares outstanding - diluted	~~526,576,757~~		~~535,828,896~~		~~529~~524,~~206~~744,~~657~~108		~~546~~532,~~219~~297,~~768~~681
Basic and Diluted (net loss) earnings per share
Continuing operations	$	~~(2.00)~~	$	~~(0.08)~~	$	(40.0504)	$	(0.3103)
Discontinued operations	$	~~(0.02)~~	$	~~(0.06)~~	$	~~(0.04)~~—	$	(0.0002)
Net Income (Loss)	$	~~(2.02)~~	$	~~(0.14)~~	$	(40.0904)	$	(0.3105)

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~510~~484,~~115~~358 units related to noncontrolling interests, and 836,~~289~~198,~~609~~801 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 133,~~210~~249,~~958~~493 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.

For ~~both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~7,358,~~510,115 ofunits related to noncontrolling interests and 8,464,404 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 9,969,087 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.

related to the Seller Earnouts and 10,199,730 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.

12. Segment Reporting

We currently operate under one reportable segment, Employer Solutions. Employer Solutions is driven by our Alight Worklife platform, and includes integrated benefits administration, healthcare navigation, financial wellbeing, leave of absence management and retiree healthcare.

The Company’s reportable segment has been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s Chief Executive Officer is its CODM. The CODM evaluates the performance of the Company based on Revenue and Net Income (Loss) From Continuing Operations.

The CODM also uses Revenue and Net Income (Loss) From Continuing Operations to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide incentive compensation plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis.

Information regarding the Company’s reportable segment is as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2025		2024		2025		2024
					2026		2025
Revenue
Recurring	$	~~489~~	$	~~504~~	$	~~1,501~~498	$	~~1,518~~520
Project	44		51		~~108~~36		~~134~~28
Total Revenue	$	~~533~~	$	~~555~~	$	~~1,609~~534	$	~~1,652~~548
Less (1)
Cost of sales - Technology (2)	$	76	$	75	$	~~228~~70	$	~~239~~76
Cost of sales - Delivery, Customer Care and Other (3)	~~251~~		~~280~~		~~770~~275		~~809~~272
Stock Based Compensation	—		3		52		113
Depreciation and Amortization	28		23		8131		7026
Total Gross Profit	$	~~178~~	$	~~174~~	$	~~525~~156	$	~~523~~171
Selling, General, and Administrative (4)	80		~~122~~		~~268~~91		~~341~~97
Restructuring	4		12		4412		454
Stock Based Compensation	3		8		92		483
Depreciation and Intangible Amortization	75		74		~~223~~73		~~223~~75
Goodwill impairment	1,338		—		2,321		—
Interest expense					24		22
Interest expense	24		19		68		83
Other segment items (5)					(27)		(13)
Other segment items (5)	(291)		(17)		(263)		(48)
Net Income (Loss) From Continuing Operations					$	(19)	$	(17)
Net Income (Loss) From Continuing Operations	$	(1,055)	$	(44)	$	(2,145)	$	(169)

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2) Cost of sales - Technology is primarily attributable to cost related to application development and client-related infrastructure.

(3) Cost of sales - Delivery, Customer Care and Other is primarily attributable to costs related personnel and vendors providing services to support our client base and client participants.

(4) Selling, General, and Administrative expenses exclude restructuring, stock based compensation and depreciation and intangible amortization and primarily include compensation-related costs for administrative and management employees, system and facilities expense, and costs for external professional and consulting services.

(5) Other segment items - include (gain)/loss from change in fair value of financial instruments, (gain)/loss from change in fair value of tax receivable agreement, other (income) expense, net and income taxes.

There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented.

13. Derivative Financial Instruments

The Company is exposed to market risks, including changes in interest rates. To manage the risk related to these exposures, the Company has entered into various derivative instruments that reduce these risks by creating offsetting exposures.

Interest Rate Swaps

The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table:

Designation Date	Effective Date	Initial Notional Amount		Notional Amount Outstanding as of ~~September~~March 3031, ~~2025~~2026		Fixed Rate		Expiration Date
March 2022	June 2025	$	1,197,000,000	$	1596,~~197,~~000,000	2.5540	%	December 2026
March 2023	March 2023	$	150,000,000	$	~~150~~125,000,000	3.9025	%	December 2026
March 2023	March 2023	$	150,000,000	$	~~150~~125,000,000	3.9100	%	December 2026

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we did not execute any new interest rate swaps. Our interest rate swaps have been designated as cash flow hedges.

Financial Instrument Presentation

The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions):

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
Assets
Other current assets	$	85	$	235
Other assets	1—		8—
Total	$	95	$	315
Liabilities
Other current liabilities	$	1	$	—1
Other liabilities	—		—
Total	$	1	$	—1

The Company estimates that approximately $74 million of derivative gains included in Accumulated other comprehensive income as of ~~September~~March 3031, ~~2025~~2026 will be reclassified into earnings over the next twelve months.

14. Financial Instruments

Seller Earnouts

Upon completion of the Business Combination, the equity owners of Alight Holdings received an earnout in the form of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock if, at any time during the seven years following the Closing Date, certain criteria are achieved. See Note 9, “Stockholders’ Equity” for additional information regarding the Seller Earnouts.

The portion of the Seller Earnouts related to employee compensation was accounted for as share-based compensation. As all employee compensation associated with the Seller Earnouts was ~~ultimately~~ vested on July 2, 2024, no portion of the Seller Earnout as of ~~September~~March 3031, ~~2025~~2026 was accounted for as share-based compensation. See Note 10, “Share-Based Compensation” for additional information.

As of ~~September~~March 3031, ~~2025~~2026, all of the remaining Seller Earnouts were accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This liability is subject to remeasurement at each balance sheet date. At ~~September~~each of March 3031, ~~2025~~2026, and December 31, ~~2024,~~2025 the fair value of the Seller Earnouts ~~had~~was aimmaterial. ~~fair~~As ~~value~~ of $2March 31, ~~million~~2026 ~~and~~there ~~$51~~was ~~million,~~no ~~respectively.~~gain ~~For~~or loss recognized as a result of the ~~three~~fair ~~months~~value ~~ended~~remeasurement ~~September 30,~~of ~~2025~~the ~~and~~Seller ~~2024~~Earnouts. As of March 31, 2025 the fair value remeasurement of the Seller Earnouts resulted in a gain of $1922 million. ~~and~~Gains $3or ~~million,~~losses ~~respectively.~~related ~~For~~to the ~~nine~~remeasurement ~~months~~of ~~ended~~Seller ~~September 30,~~Earnouts ~~2025~~are ~~and~~recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

26The fair value of the Class B-1 and B-2 Seller Earnouts is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16, "Fair Value Measurement"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 44.70%, risk-free interest rate of 3.48%,

2024, the fair value remeasurement of the Seller Earnouts resulted in a gain of $49 million and $32 million, respectively. Gains or losses related to the remeasurement of Seller Earnouts are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).22

The fair value of the Class B-1 and B-2 Seller Earnouts, and, prior to the Class Z vesting on July 2, 2024, the Class Z-B-1 and Z-B-2 contingent consideration instruments, is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16 "Fair Value Measurement"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 39.91%, risk-free interest rate of 3.58%, expected holding period of 2.7525 years, dividend participation, and probability assessments based on the likelihood of reaching the performance targets defined in the Business Combination. A decrease in the risk-free interest rate or expected volatility would result in a decrease in the fair value measurement of the Seller Earnouts and vice versa.

As discussed in Note 9, “Stockholders’ Equity”, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders on July 2, 2024, all Class Z instruments were ultimately settled resulting in the re-allocation of the forfeited compensatory Class A, Class B-1 and Class B-2 instruments. The Class Z instruments were also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments did not meet the criteria for classification within equity. The fair value of the Class Z-A contingent consideration was determined using the ending share price as of the last day of each quarter until settlement on July 2, 2024, resulting in the issuance of 1.5 million shares of Class A common stock and units at the $7.09 stock price on that date.

At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Class Z-A contingent consideration was no longer outstanding. For the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024 and the nine months ended September 30,~~ 2025, the Company did not record any losses or gains. ~~For the nine months ended September 30, 2024, the Company recorded a gain of $2 million in (Gain) Loss~~ from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss) as a result of the forfeiture of unvested management equity that was ultimately re-allocated to the holders of Class Z instruments on July 2, 2024. See Note 9, “Stockholders’ Equity” for additional information regarding these instruments.

Additional Seller Note

As disclosed above in Note 1, “Basis of Presentation and Nature of Business”, on July 12, 2024, the Company closed on the Divestiture. As part of the sale, the Company received a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) with an initial fair value of $43 million as of July 12, 2024 to be issued by the Note Issuer. See Note 4, “Discontinued Operations” for additional information. The Additional Seller Note is considered a level 3 recurring fair value measurement. In June 2025, the Company determined the fair value of the Additional Seller Note was zero. ~~and~~This value remained unchanged as of ~~September~~March 3031, ~~2025.~~2026 Asand ais ~~result,~~subject ~~for~~to ~~the~~final ~~three~~confirmation ~~months~~of ~~ended~~financial ~~September 30,~~performance ~~2025,~~in ~~the~~accordance ~~Company~~with ~~did not record any gains or losses from~~ the ~~fair~~terms ~~value~~and ~~remeasurement~~conditions of the ~~Additional~~agreement. ~~Seller~~As ~~Note.~~a ~~For~~result, for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~recorded~~did anot ~~loss~~record ofany ~~$50~~gains ~~million~~or losses from the fair value remeasurement of the Additional Seller Note. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, the Company recorded a ~~gain~~loss of $2014 million from the fair value remeasurement of the Additional Seller Note. Gains or losses related to the recurring fair value remeasurement of the Additional Seller Note are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

The fair value of the Additional Seller Note was determined using a variation of the income approach (Level 3 inputs, see Note 16, "Fair Value Measurement"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: expected Adjusted EBITDA, expected maturity of 4.7828 years for the Additional Seller Note, the Divested Business's estimated cost of debt, and ~~based on~~ the likelihood of reaching the performance targets defined in the Purchase Agreement.

15. Tax Receivable Agreement

In connection with the Business Combination, Alight entered into a tax receivable agreement (the "Tax Receivable Agreement" or the "TRA") with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay ~~certain~~holders ~~sellers~~of TRA interests, as applicable, 85% of any savings that we realize, calculated using certain assumptions, as a result of (i) tax basis adjustments from sales and exchanges of Alight Holdings equity interests in connection with or following the Business Combination and certain distributions with respect to Alight Holdings equity interests, (ii) our utilization of certain tax attributes, and (iii) certain other tax benefits related to entering into the TRA.

27The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at March 31, 2026 assumes: (i) a blended U.S. federal, state and local income tax rate of 26.6%; (ii) the latest estimates in taxable income inclusive of the OBBBA, which was enacted into law in the U.S. in July 2025; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 8.2%.

The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at September 30, 2025 assumes: (i) a blended U.S. federal, state and local income tax rate of 26.3%; (ii) the latest estimates in taxable income inclusive of the OBBBA which was enacted into law in the U.S in July 2025; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 7.4%. 23

Subsequent to the Business Combination, we record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value on a recurring basis. During the ~~nine~~three months ended ~~September~~March 3031, 2026, and 2025, there were no significant exchanges. As such, no material additional TRA liability was established as a result of the exchanges. ~~During~~As ~~the~~of ~~nine months ended September~~March 3031, ~~2024~~2026, an$297 ~~additional~~million of the TRA liability ofwas measured at fair value on a recurring basis and $90212 million was ~~established~~undiscounted asand not remeasured at fair value. During the first quarter of 2026, the Company received an Objection Notice from the TRA Party Representative with respect to certain methodology used to prepare a ~~result~~portion of ~~exchanges~~the Tax Benefit Schedule that calculates our 2026 Tax Benefit Payments to the TRA Parties (all capitalized terms as defined in the TRA). AsThe ofCompany ~~September~~disagrees with the TRA Party Representative’s assertions and is proceeding through the dispute mechanisms as set forth in the TRA agreement. During the three months ended March 3031, ~~2025~~2026, consistent with the TRA agreement, the Company paid $~~493~~136 million, ofrepresenting what it considered the undisputed amount. The Company intends to vigorously contest the TRA ~~liability~~Party ~~was~~Representative's ~~measured~~assertions atin ~~fair~~the ~~value~~Objection onNotice. If the TRA Party Representative nonetheless prevails in its position or the Company resolves the dispute consensually, the Company currently estimates that a ~~recurring~~resolution ~~basis~~could ~~and~~increase the 2026 Tax Benefit Payments by up to $~~230~~40 million above ~~was~~the ~~undiscounted~~undisputed ~~and~~amount ~~not~~paid ~~remeasured~~during atthe ~~fair~~three ~~value~~months ended March 31, 2026, plus interest as further detailed in the TRA. The Objection Notice does not address the Company's current 2027 Tax Benefit Payments estimate.

The following table summarizes the changes in the TRA liabilities (in millions):

	Tax Receivable Agreement Liability
Beginning balance as of December 31, 2024	$	857
Beginning balance as of December 31, 2025	$	664
Fair value remeasurement	(3419)
Payments	(~~100~~136)
Ending balance as of September 30, 2025	723
Ending balance as of March 31, 2026	509
Less: current portion included in other current liabilities	(~~164~~20)
Total long-term tax receivable agreement liability	$	~~559~~489

16. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows:

•Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities;

•Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and

•Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions):

	September 30, 2025
	March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	95	$	—	$	95
Additional seller note	—		—		—		—
Total assets recorded at fair value	$	—	$	95	$	—	$	95
Liabilities
Interest rate swaps	$	—	$	1	$	—	$	1
Seller earnouts liability	—		—		2—		2—
Tax receivable agreement liability (1)	—		—		~~493~~297		~~493~~297
Total liabilities recorded at fair value	$	—	$	1	$	~~495~~297	$	~~496~~298


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	5	$	—	$	5
Additional seller note	—		—		—		—
Total assets recorded at fair value	$	—	$	5	$	—	$	5

Liabilities
Interest rate swaps	$	—	$	1	$	—	$	1

Seller earnouts liability	—		—		—		—
Tax receivable agreement liability (1)	—		—		435		435
Total liabilities recorded at fair value	$	—	$	1	$	435	$	436

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	31	$	—	$	31
Additional seller note	—		—		50		50
Total assets recorded at fair value	$	—	$	31	$	50	$	81
Liabilities
Interest rate swaps	$	—	$	—	$	—	$	—
Contingent consideration liability	—		—		6		6
Seller earnouts liability	—		—		51		51
Tax receivable agreement liability (1)	—		—		620		620
Total liabilities recorded at fair value	$	—	$	—	$	677	$	677

_________________________________________________________

(1)Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis.

Derivatives

The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk.

Additional Disclosures Regarding Fair Value Measurements

The fair value of the Company’s debt is classified as Level 2 and the Seller note is classified as Level 3 within the fair value hierarchy and corroborated by observable market data is as follows (in millions):

	September 30, 2025				December 31, 2024
	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
Seller note	$	4144	$	4548	$	3742	$	3746
Total assets	$	4144	$	4548	$	3742	$	3746
Liabilities
Current portion of long-term debt, net	$	20	$	2015	$	2520	$	2519
Long-term debt, net	1,~~990~~980		1,~~943~~426		21,~~000~~985		21,~~008~~903
Total	$	2,~~010~~000	$	1,~~963~~441	$	2,~~025~~005	$	21,~~033~~922

The carrying value of the Term Loan includes the outstanding principal balance, less any unamortized premium.

The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments.

During each of the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications.

17. Restructuring

Transformation Program

On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program included process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. From the inception of the plan through March 31, 2025, the Company incurred total expenses of $140 million, and the plan was ~~substantially~~ complete. These charges were recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Post-Separation Plan

On May 6, 2025, the Audit Committee of the Board of Directors of the Company approved a program (the “Post-Separation Plan” or “PSP”) intended to further optimize our operations following the sale of the Divested Business in July 2024. The PSP includes simplifying our post-divestiture operating model, rationalizing our technology spend, expanding our use of artificial intelligence and automation and continued optimization of real estate. The Company currently expects to record in the aggregate approximately $6569 million in pre-tax restructuring costs over the duration of the PSP, which includes primarily cash severance payments ~~of $20 million~~ and other restructuring cash payments and charges related to technology spend, professional services and optimization of real estate ~~with an estimated range of $35 million to $45 million~~. The Company estimates an annual savings of over $75 million after the PSP is completed. The PSP commenced in the second quarter of 2025 and is expected to be substantially completed over an estimated fifteen-month period from the commencement date. These charges are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

	Three Months Ended September 30, 2025		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024		Inception to Date		Estimated Remaining Cost		Estimated Total Cost
Transformation Program
Employer Solutions
Severance and Related Benefits	$	—	$	8	$	2	$	18	$	45	$	—	$	45
Other Restructuring Costs(1)	—		4		2		27		95		—		95
Total Transformation Program Costs	$	—	$	12	$	4	$	45	$	140	$	—	$	140
Post-Separation Plan
Employer Solutions
Severance and Related Benefits	$	—	$	—	$	20	$	—	$	20	$	—	$	20
Other Restructuring Costs(1)	4		—		20		—		20		25		45
Total PSP Costs	$	4	$	—	$	40	$	—	$	40	$	25	$	65
Total Restructuring Costs	$	4	$	12	$	44	$	45	$	180	$	25	$	205

The following table summarizes restructuring costs by type (in millions):

(1)Other restructuring costs primarily include data center exit costs, optimization of real estate, third-party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. For the three months ended September 30, 2025, the Company did not record any right of use asset impairments. For the nine months ended September 30, 2025, the Company recorded a $9 million right of use asset impairment change for certain facilities. The related liabilities will be satisfied under the original terms of the lease, unless buy-outs can be negotiated.


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025		Inception to Date		Estimated Remaining Cost		Estimated Total Cost

Transformation Program
Severance and Related Benefits	$	—	$	2	$	45	$	—	$	45
Other Restructuring Costs(1)	—		2		95		—		95
Total Transformation Program Costs	$	—	$	4	$	140	$	—	$	140

Post-Separation Plan
Severance and Related Benefits	$	1	$	—	$	21	$	1	$	22
Other Restructuring Costs(1)	11		—		$	42	5		47
Total PSP Costs	$	12	$	—	$	63	$	6	$	69
Total Restructuring Costs	$	12	$	4	$	203	$	6	$	209

30(1)Other restructuring costs primarily include data center exit costs, optimization of real estate, third-party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. For the three months ended March 31, 2026, the Company recorded a $4 million loss on abandonment for certain facilities. The related liabilities will be satisfied under the original terms of the lease, unless buy-outs can be negotiated.

As of ~~September~~March 3031, ~~2025~~2026, approximately $188 million of the Company's total severance and related benefits restructuring liability was unpaid and recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

	Severance and Related Benefits
	Transformation Program		Post-Separation Plan		Total
(in millions)
Accrued restructuring liability as of December 31, 2024	$	12	$	—	$	12
Accrued restructuring liability as of December 31, 2025	$	3	$	10	$	13
Severance and related benefits	2—		201		221
Cash payments	(101)		(65)		(166)
Accrued restructuring liability as of September 30, 2025	$	4	$	14	$	18
Accrued restructuring liability as of March 31, 2026	$	2	$	6	$	8

18. Employee Benefits

Defined Contribution Savings Plans

Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For each of the three months ended ~~September~~March 3031, ~~2025 and 2024~~2026, ~~expenses were $6 million~~ and ~~$10 million, respectively. For the nine months ended September 30,~~ 2025 ~~and 2024~~, expenses were $207 million ~~and $26 million, respectively~~. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

19. Commitments and Contingencies

Legal Matters

The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded on the Condensed Consolidated Balance Sheets at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 were not significant.

Putative Private Securities Class Action

On March 16, 2026, a putative private securities class action lawsuit was filed in the U.S. District Court for the Northern District of Illinois against the Company, its former Chief Executive Officer and Vice Chair of the Board of Directors, David D. Guilmette, and its former Chief Financial Officer, Jeremy J. Heaton, on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). Claims in the Securities Class Action include (i) alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and (ii) alleged violations of Section 20(a) of the Exchange Act against the Company and/or David D. Guilmette and Jeremy J. Heaton. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning the Company’s growth potential, ability to execute on business plans, financial stability, and the sustainability of its recently initiated dividend program. The Company intends to defend against the lawsuit vigorously. The lawsuit is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.

On April 20, 2026, a derivative complaint was filed in the U.S. District Court for the Northern District of Illinois against nominal Defendant Alight Inc.; its former Chief Executive Officer, David D. Guilmette; its former Chief Financial Officer, Jeremy J. Heaton; and eleven current and former members of the Alight Board. Along with alleged violations of Section 10(b) and Rule 10b-5 premised on similar allegations to those in the Securities Class Action, Plaintiff seeks to recover for alleged breach of fiduciary duty, gross mismanagement, waste of corporate assets, and unjust enrichment. The Company intends to defend against the lawsuit vigorously. The lawsuit is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.

Guarantees and Indemnifications

The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements.

To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements.

Purchase Obligations

In March 2024, the Company entered into an agreement with a third-party provider in the ordinary course of business for the use of certain cloud services. Under this agreement, the Company is committed to purchase services totaling $250 million over a 5-year term. The Company’s total expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services is $1177 million, $~~88 million, $~~80 million, $62 million, and $17 million for the remainder of ~~2025~~2026 and the years ended ~~2026,~~ 2027, 2028, and 2029, respectively and none thereafter, totaling $~~258~~236 million.

Service Obligations

On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. Effective April 1, 2025, the Company executed Amendment No. 2 which adjusted the mix of services provided by Wipro. ~~Following~~Effective January 25, 2026, the Company executed Amendment No. 5 to extend the agreement through August 31, 2029. The Company may terminate certain elements of its arrangement with Wipro for cause or for the Company’s convenience with no penalty prior to August 31, 2029. If an unconsumed portion of the obligation remains after August 31, 2029, then the Company shall satisfy the obligation by paying Wipro the remaining unconsumed portion by September 30, 2029. Following the amendments, the Company’s expected remaining cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $4985 million, $~~168~~70 million, $~~104~~39 million, and $2815 million for the remainder of ~~2025~~2026 and the years ended ~~2026~~2027, ~~2027~~2028, and ~~2028~~2029, respectively, and none thereafter, totaling $~~349~~209 million.

The Company may terminate certain elements of its arrangement with Wipro for cause or for the Company’s convenience with no penalty. In the case of a termination of the entire contract for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus 25% of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years.28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes which are included elsewhere in this Quarterly Report on Form 10-Q and with the Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially as a result of the factors discussed in "Item 1A. Risk Factors" in our Annual Report. See "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.

BUSINESS

Overview

Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations. This includes the implementation and administration of employee benefits (e.g. health, wealth and leaves) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, our intuitive, cloud-based employee engagement platform. Through Alight Worklife, the Company believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals.

We aim to be the pre-eminent employee experience partner by providing personalized experiences that help employees make the best decisions for themselves and their families about their health, wealth and wellbeing. At the same time, we help employers tackle their biggest people and business challenges by helping them understand prevalence, trends and risks to generate better outcomes for the future, such as improved employee productivity and retention, while also realizing a return on their people investment. Our data, analytics and AI allow us to deliver actionable insights that drive measurable outcomes, such as healthcare claims savings, for companies and their people.

Business Combination

Divestiture

On July 12, 2024, the Company, completed the previously announced sale (the “Transaction”) of the “Divested Business” entities affiliated with H.I.G. Capital, L.L.C. (collectively, “Buyer”), pursuant to the terms of the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of March 20, 2024. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million, and an initial fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and an initial fair value of $43 million as of July 12, 2024 to be issued by the Note Issuer. The Seller Note has a stated interest rate of 8.0%. ~~The~~which ~~Company~~is ~~incurred~~expected ~~higher~~to ~~operating~~mature ~~expenses~~ in ~~2024~~July ~~as a result of professional fees paid in conjunction with the Transaction~~2030.

3329

EXECUTIVE SUMMARY OF FINANCIAL RESULTS

The following table sets forth our historical results of operations for the periods indicated below:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Revenue

~~533~~

~~555~~

~~1,609~~534

~~1,652~~548

Cost of services, exclusive of depreciation and amortization

~~327~~

~~358~~

~~1,003~~347

~~1,059~~351

Depreciation and amortization

8131

7026

Gross Profit

~~178~~

~~174~~

~~525~~156

~~523~~171

Operating Expenses

Selling, general and administrative

~~142~~

~~321~~105

~~434~~104

Depreciation and intangible amortization

~~223~~73

~~223~~75

Goodwill impairment

1,338

—

2,321

—

Total Operating expenses

178

179

Total Operating expenses

1,500

216

2,865

657

Operating Income (Loss) From Continuing Operations

(22)

(8)

Operating Income (Loss) From Continuing Operations

(1,322)

(42)

(2,340)

(134)

Other (Income) Expense

(Gain) Loss from change in fair value of financial instruments

~~(19)~~

~~(23)~~

1—

(548)

(Gain) Loss from change in fair value of tax receivable agreement

~~(66)~~

(3419)

519

Interest expense

6824

8322

Other (income) expense, net

~~(8)~~

~~(12)~~

(261)

(11)

Total Other (income) expense, net

~~(69)~~

6912

Income (Loss) From Continuing Operations Before Taxes

~~(1,253)~~

~~(53)~~

(~~2,349~~26)

(~~203~~20)

Income tax expense (benefit)

~~(198)~~

~~(9)~~

(~~204~~7)

(343)

Net Income (Loss) From Continuing Operations

~~(1,055)~~

~~(44)~~

(~~2,145~~19)

(~~169~~17)

Net Income (Loss) From Discontinued Operations, Net of Tax

~~(13)~~

~~(30)~~

~~(22)~~—

2(8)

Net Income (Loss)

~~(1,068)~~

~~(74)~~

(~~2,167~~19)

(~~167~~25)

Net income (loss) attributable to noncontrolling interests

~~(1)~~

—

~~(2)~~—

Net Income (Loss) Attributable to Alight, Inc.

~~(1,067)~~

~~(74)~~

(~~2,165~~19)

(~~165~~25)

REVIEW OF RESULTS

Key Components of Our Continuing Operations

Revenue

Our clients’ demand for our services ultimately drives our revenues. We generate primarily all of our revenue, which is highly recurring, from fees for services provided from contracts across all solutions, which is primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). Our contracts typically have three to five-year terms for ongoing services with mutual renewal options. The majority of the Company’s revenue is recognized over time when control of the promised services is transferred, and the customers simultaneously receive and consume the benefits of our services. Payment terms are consistent with industry practice. We calculate growth rates for each of our solutions in relation to recurring revenues and revenues from project work. One of the components of our growth in recurring revenues is the increase in net commercial activity which reflects items such as client wins and losses (“Net Commercial Activity”). We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide. We use annual revenue retention rates as an important measure to manage our business. We calculate annual revenue retention on a gross basis by identifying the clients from whom we generated revenue in the prior year and determining what percentage of that revenue is generated from those same clients for the same solutions in the subsequent year.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization includes compensation-related and vendor costs directly attributable to client-related services and costs related to application development and client-related infrastructure.

Depreciation and Amortization

Depreciation and amortization expenses include the depreciation and amortization related to our hardware, software and application development. Depreciation and amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware, software and application development.

Selling, General and Administrative

Selling, general and administrative expenses include compensation-related costs for administrative and management employees, system and facilities expenses, and costs for external professional and consulting services.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses consist of charges relating to the depreciation of the property and equipment used in our business and the amortization of acquired customer-related and contract based intangible assets and technology related intangible assets. Depreciation and intangible amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware and other equipment as well as amortization expense associated with future acquisitions.

Goodwill impairment

Goodwill impairment consists of charges relating to Goodwill. We review goodwill for impairment annually on October 1 and more frequently if events or changes in circumstances indicate that an impairment may exist. If the carrying value of the reporting unit exceeds its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.

(Gain) Loss from Change in Fair Value of Financial Instruments

(Gain) loss from change in fair value of financial instruments includes the impact of the revaluation to fair value at the end of each reporting period for the Seller Earnouts contingent consideration and the Additional Seller Note.

(Gain) Loss from Change in Fair Value of Tax Receivable Agreement

(Gain) loss from change in fair value of Tax Receivable Agreement ("TRA") includes the impact of the revaluation to fair value at the end of each reporting period.

Interest Expense

Interest expense primarily includes interest expense related to our outstanding debt and, is net of interest rate swap derivative gains recognized and interest income.

Other (Income) Expense, net

Other (income) expense, net includes non-operating expenses and income, including realized (gains) and losses from remeasurement of foreign currency transactions, and Transition Services Agreement (the "TSA") income for providing various corporate services to the Divested Business.

Results of Continuing Operations for the Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to the Three Months Ended ~~September~~March 3031, ~~2024~~2025

Revenue

Revenues were $~~533~~534 million for the three months ended ~~September~~March 3031, ~~2025~~2026 as compared to $~~555~~548 million for the prior year period. The decrease of $2214 million, or 42.06%, was driven by lower Net Commercial Activity, ~~lower~~partially ~~project~~offset ~~revenue~~by ~~and an~~higher ~~approximately~~project ~~$4 million impact from the finalization of the commercial agreement related to the Transaction~~revenue. The Company ~~experienced~~continues ~~lower~~to ~~than~~experience ~~expected bookings and~~ larger ~~than anticipated~~ losses from client contract renewals ~~during~~and ~~the~~lower ~~first~~than ~~nine~~expected ~~months of 2025~~bookings, which has impacted revenue growth and is ~~also~~ expected to continue to impact revenue growth induring ~~the fourth quarter of 2025 and~~ fiscal year 2026.

Recurring revenues for the three months ended ~~September~~March 3031, ~~2025~~2026 decreased by $1522 million, or 34.02%, from $~~504~~520 million in the prior year period to $~~489~~498 million, primarily driven by lower Net Commercial Activity.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization, decreased $314 million, or 81.71%, for the three months ended ~~September~~March 3031, ~~2025~~2026 asand ~~compared to the prior year period. The decrease~~ was primarily ~~driven~~attributable byto ~~lower compensation expenses, savings realized in conjunction with~~ productivity ~~initiatives and lower revenues~~savings.

Depreciation and Amortization

Depreciation and amortization expenses increased by $5 million, or 2119.72%, as compared to the prior year period, primarily driven by capitalized software.

Selling, General and Administrative

Selling, general and administrative expenses ~~decreased~~increased $551 million, or 381.70%, for the three months ended ~~September~~March 3031, ~~2025~~2026 asand ~~compared~~were toconsistent with the prior year period. ~~The decrease was driven by lower professional fees incurred related to the sale and separation of the Divested Business, a reduction in compensation and severance expenses and productivity savings.~~

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses were consistent with the prior year period.

Goodwill Impairment

During the three months ended September 30, 2025, the Company identified interim indicators of impairment and recorded a $1,338 million non-cash impairment charge for the period. There was no impairment recognized for the three months ended September 30, 2024. See Note 6 "Goodwill and Intangible assets, net" within the Condensed Consolidated Financial Statements for additional information.

Change in Fair Value of Financial Instruments

There was ano ~~$19~~gain ~~million~~or ~~gain~~loss related to the change in the fair value of financial instruments for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to a gain of $238 million for the prior year period. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14, "Financial Instruments" within the Condensed Consolidated Financial Statements for additional information.

Change in Fair Value of Tax Receivable Agreement

The change in the fair value of the TRA resulted in a gain of $6619 million for the three months ended ~~September~~March 3031, ~~2025~~2026, an increase of $9328 million compared to a loss of $279 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Interest Expense

Interest expense increased $52 million for the three months ended ~~September~~March 3031, ~~2025,~~2026 as compared to the prior year period. The increase was ~~primarily~~ due to ~~lower~~higher interest ~~income~~expense innet ~~the~~of ~~current~~swaps ~~year~~ and alower ~~non-cash~~interest ~~gain on extinguishment from the partial debt paydown in 2024~~income.

Other (Income) Expense, net

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company ishad ~~providing~~provided technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. WeFor ~~recorded~~the ~~$7 million~~three ~~and~~months $9ended March ~~million~~31, 2026, we recorded an immaterial amount of income for services performed under the TSA. ~~for~~For the three months ended ~~September~~March 3031, 2025, ~~and~~we ~~2024,~~recorded ~~respectively,~~$10 million for services performed under the TSA. TSA services income is recorded in Other (income) expense, net. The corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Income (Loss) From Continuing Operations Before Taxes

Loss from continuing operations before taxes was $~~1,253~~ 26 million for the three months ended ~~September~~March 3031, ~~2025~~2026 as compared to a loss from continuing operations before taxes of $5320 million for the three months ended ~~September~~March 3031, ~~2024~~2025. The increase in loss was primarily attributable to ~~the~~lower ~~$1,338~~operating ~~million~~profit ~~non-cash~~and ~~goodwill impairment charge, partially offset by~~ the change in fair value of ~~the~~financial ~~TRA~~instruments, ~~lower~~partially ~~selling,~~offset ~~general~~by ~~and~~the ~~administrative expenses, and a~~ change in fair value of ~~financial~~the ~~instruments~~TRA.

Income Tax Expense (Benefit)

Income tax benefit was $~~198~~7 million for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to an income tax benefit of $93 million for the prior year period. The effective tax rate of 1627% for the three months ended ~~September~~March 3031, ~~2025~~2026 was ~~lower~~higher than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance~~, and certain non-recurring items, including non-deductible goodwill impairment~~. The effective tax rate of 1715% for the three months ended ~~September~~March 3031, ~~2024~~2025 was lower than the 21% U.S.. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7, “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. For the three months ended September 30, 2025, the primary impact of the OBBBA was a deferred tax benefit of approximately $12 million which is included in Income tax expense (benefit) within the Condensed Consolidated Statement of Comprehensive Income (Loss) due to the realizability of the Company’s deferred tax assets. The Company will continue to monitor any developments and guidance related to the OBBBA.

Results of Continuing Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Revenue

Revenues were $1,609 million for the nine months ended September 30, 2025, as compared to $1,652 million for the prior year period. The decrease of $43 million, or 2.6%, was driven by lower project revenue, Net Commercial Activity and an approximately $4 million impact from the finalization of the commercial agreement related to the Transaction. The Company experienced lower than expected bookings and larger than anticipated losses on contract renewals during the first nine months of 2025, which impacted revenue growth and is also expected to impact revenue growth in the fourth quarter of 2025 and fiscal year 2026.

Recurring revenues for the nine months ended September 30, 2025 decreased by $17 million, or 1.1%, from $1,518 million in the prior year period to $1,501 million, primarily driven by lower Net Commercial Activity.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization, decreased $56 million, or 5.3%, for the nine months ended September 30, 2025 as compared to the prior year period. The decrease was primarily driven by savings realized in conjunction with productivity initiatives and lower revenues.

Depreciation and Amortization

Depreciation and amortization expenses increased by $11 million, or 15.7%, as compared to the prior year period, primarily driven by capitalized software.

Selling, General and Administrative

Selling, general and administrative expenses decreased $113 million, or 26.0%, for the nine months ended September 30, 2025 as compared to the prior year period. The decrease was driven by a reduction in compensation expense, primarily from lower non-cash share-based awards, lower professional fees incurred related to the sale and separation of the Divested Business and productivity savings.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses were consistent with the prior year period.

Goodwill Impairment

During the nine months ended September 30, 2025, the Company identified interim indicators of impairment and recorded a total of $2,321 million non-cash goodwill impairment charges for the period. There was no impairment recognized for the nine months ended September 30, 2024. See Note 6 "Goodwill and Intangible assets, net" within the Condensed Consolidated Financial Statements for additional information.

Change in Fair Value of Financial Instruments

There was a $1 million loss related to the change in the fair value of financial instruments for the nine months ended September 30, 2025 compared to a gain of $54 million for the prior year period, primarily due to the $50 million

write down of our Additional Seller Note in the current year, partially offset by a gain on remeasurement of the Seller Earnout. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14 "Financial Instruments" within the Condensed Consolidated Financial Statements for additional information.

Change in Fair Value of Tax Receivable Agreement

The change in the fair value of the TRA resulted in a gain of $34 million for the nine months ended September 30, 2025, an increase of $85 million compared to a loss of $51 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Interest Expense

Interest expense decreased $15 million for the nine months ended September 30, 2025 as compared to the prior year period. The decrease was primarily due to the partial repayment of debt in the prior year and the opportunistic repricing of our 2028 term loan in the first quarter of 2025, partially offset by the Company's hedges. See Note 8 “Debt” within the Condensed Consolidated Financial Statements for additional information.

Other (Income) Expense, net

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $25 million and $9 million for services performed under the TSA for the nine months ended September 30, 2025 and 2024, respectively, in Other (income) expense, net. The corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Income (Loss) From Continuing Operations Before Taxes

Loss from continuing operations before taxes was $2,349 million for the nine months ended September 30, 2025 as compared to loss from continuing operations before taxes of $203 million for the nine months ended September 30, 2024. The increase in loss was primarily attributable to the $2,321 non-cash goodwill impairment charge, the non-operating fair value remeasurements of financial instruments, partially offset by lower selling, general and administrative expenses, a change in fair value remeasurements of the tax receivable agreement, lower interest expense as a result of the debt pay down and other income recorded in conjunction with the TSA entered into with the purchaser of the Divested Business.

Income Tax Expense (Benefit)

Income tax benefit was $204 million for the nine months ended September 30, 2025, as compared to an income tax benefit of $34 million for the prior year period. The effective tax rate of 9% for the nine months ended September 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items, including non-deductible goodwill impairment. The effective tax rate of 17% for the nine months ended September 30, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7 “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

In July 2025, the OBBBA was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. As of September 30, 2025, the primary impact of the OBBBA was a deferred tax benefit of approximately $12 million which is included in Income tax expense (benefit) within the Condensed Consolidated Statement of Comprehensive Income (Loss) due to the realizability of the Company’s deferred tax assets. The Company will continue to monitor any developments and guidance related to the OBBBA.

Non-GAAP Financial Measures

The presentation of non-GAAP financial measures is used to enhance our management and stakeholders understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. Management also uses supplemental non-GAAP financial measures to manage and evaluate the business, make planning decisions, allocate resources and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.

3832

provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.

The measures referred to as “adjusted”, have limitations as analytical tools, and such measures should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Some of the limitations are:

•Measure does not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;

•Measure does not reflect our interest expense or the cash requirements to service interest or principal payments on our indebtedness;

•Measure does not reflect our tax expense or the cash requirements to pay our taxes, including payments related to the Tax Receivable Agreement;

•Measure does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often need to be replaced in the future, and the adjusted measure does not reflect any cash requirements for such replacements; and

•Other companies may calculate adjusted measures differently, limiting its usefulness as a comparative measure.

Adjusted Net Income From Continuing Operations and Adjusted Diluted Earnings Per Share From Continuing Operations

Adjusted Net Income From Continuing Operations, which is defined as net income (loss) from continuing operations attributable to Alight, Inc., adjusted for intangible amortization and the impact of certain non-cash items, ~~including goodwill impairment charges,~~ that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per Share From Continuing Operations.

Adjusted Diluted Earnings Per Share From Continuing Operations is defined as Adjusted Net Income From Continuing Operations divided by the adjusted weighted-average number of shares of common stock, diluted. The adjusted weighted shares calculation assumes the full exchange of the non-controlling interest units and the full amount of non-vested time-based restricted units that were determined to be antidilutive and therefore excluded from the U.S. GAAP diluted earnings per share. Adjusted Diluted Earnings Per Share From Continuing Operations, including the adjusted weighted-average number of shares, is used by us and our investors to evaluate our core operating performance and to benchmark our operating performance against our competitors.

3933

A reconciliation of Adjusted Net Income (Loss) From Continuing Operations and the computation of Adjusted Diluted Earnings Per Share From Continuing Operations is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(in millions, except share and per share amounts)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Numerator:
Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1)	$	(~~1,054~~19)	$(17)	~~(44)~~	$	~~(2,143)~~	$	~~(167)~~
Conversion of noncontrolling interest	~~(1)~~—		—		~~(2)~~		~~(2)~~
Intangible amortization	70		7071		~~211~~		~~210~~
Share-based compensation	34		116		14		59
Transaction and integration expenses (2)	4		213		12		57
Restructuring	412		124		44		45
(Gain) Loss from change in fair value of financial instruments	~~(19)~~—		(238)		1		~~(54)~~
(Gain) Loss from change in fair value of tax receivable agreement	(6619)		279		~~(34)~~		51
Goodwill impairment and other (3)	1,338		6		2,323		8
Other	1		1
Tax effect of adjustments (4)	(217)		(32)		(256)		(73)
Tax effect of adjustments (3)	(18)		(17)
Adjusted Net Income From Continuing Operations	$	6235	$	4852	$	~~170~~	$	~~134~~
Denominator:
Weighted average shares outstanding - basic	~~526~~524,~~576~~744,~~757~~108		~~535~~532,~~828~~297,~~896~~681		~~529,206,657~~		~~545,659,335~~
Dilutive effect of the exchange of noncontrolling interest units	—		—		—		~~560,433~~
Dilutive effect of RSUs	—		—		—		—
Weighted average shares outstanding - diluted	~~526~~524,~~576~~744,~~757~~108		~~535~~532,~~828~~297,~~896~~681		~~529,206,657~~		~~546,219,768~~
Exchange of noncontrolling interest units(5)	510,115		663,057		510,115		2,189,169
Exchange of noncontrolling interest units(4)	484,358		510,115
Impact of unvested RSUs(6)	8,289,609		7,358,510		8,289,609		7,358,510
Impact of unvested RSUs(5)	36,198,801		8,464,404
Adjusted shares of Class A Common Stock outstanding - diluted(7)(8)	535,376,481		543,850,463		538,006,381		555,767,447
Adjusted shares of Class A Common Stock outstanding - diluted(6)(7)	561,427,267		541,272,200
Basic (Net Loss) Earnings Per Share From Continuing Operations	$	(20.0004)	$	(0.0803)	$	~~(4.05)~~	$	~~(0.31)~~
Diluted (Net Loss) Earnings Per Share From Continuing Operations	$	(20.0004)	$	(0.0803)	$	~~(4.05)~~	$	~~(0.31)~~
Adjusted Diluted Earnings Per Share From Continuing Operations	$	0.1206	$	0.0910	$	~~0.32~~	$	~~0.24~~

__________________________________________________________

(1)Excludes the impact of discontinued operations.

(2)Transaction and integration expenses primarily relate to acquisitions and divestiture activities.

(3)~~Goodwill~~Income ~~impairment~~tax ~~and~~effects ~~other~~have ~~primarily~~been ~~includes~~calculated ~~$1,338~~based ~~million~~on ~~and~~statutory ~~$2,321~~tax ~~million~~rates ~~non-cash~~for ~~goodwill~~both ~~impairment~~U.S. ~~charges~~and ~~for~~foreign jurisdictions based on the ~~three~~Company's mix of income and ~~nine~~adjusted ~~months~~for ~~ended~~significant ~~September 30,~~changes ~~2025,~~in ~~respectively~~fair value measurement.

(4)~~Income~~Assumes ~~tax~~the ~~effects~~full ~~have~~exchange ~~been~~of ~~calculated~~the ~~based~~units onheld ~~statutory~~by ~~tax~~noncontrolling ~~rates~~interests for ~~both~~shares ~~U.S.~~of ~~and~~Class ~~foreign~~A ~~jurisdictions~~Common ~~based~~Stock ~~on the Company's mix~~ of ~~income~~Alight, ~~and~~Inc. ~~adjusted~~pursuant ~~for~~to ~~significant~~the ~~changes~~exchange ~~in fair value measurement~~agreement.

(5)~~Assumes~~Includes ~~the~~non-vested ~~full~~time-based ~~exchange~~restricted ofstock ~~the~~ units ~~held~~that bywere ~~noncontrolling~~determined ~~interests~~to ~~for~~be ~~shares~~antidilutive offor ~~Class~~U.S. AGAAP ~~Common~~diluted ~~Stock~~earnings ofper ~~Alight,~~share ~~Inc~~purposes. ~~pursuant to the exchange agreement.~~

(6)~~Includes~~Excludes ~~non-vested~~two ~~time-based~~tranches ~~restricted~~of ~~stock~~contingently ~~units~~issuable ~~that~~seller ~~were~~earnout ~~determined~~shares: to(i) 7.5 million shares will be ~~antidilutive~~issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$12.50 for Uany 20 trading days within a consecutive period of 30 trading days; (ii) 7.S5 million shares will be issued if the Company's Class A Common Stock VWAP is >$15.00 ~~GAAP~~for ~~diluted~~any ~~earnings~~20 ~~per~~trading ~~share~~days ~~purposes~~within a consecutive period of 30 trading days. Both tranches have a seven-year duration.

(7)Excludes ~~two~~approximately ~~tranches~~33.2 ofmillion ~~contingently~~and ~~issuable seller earnout shares: (i) 7~~10.50 million ~~shares~~performance-based ~~will~~units, bewhich ~~issued~~represents if the ~~Company's~~gross ~~Class~~number Aof ~~Common~~shares ~~Stock's~~expected ~~volume-weighted~~to ~~average~~vest ~~price~~based ~~("VWAP")~~on isachievement ~~>$12.50 for any 20 trading days within a consecutive period~~ of ~~30 trading days; (ii) 7.5 million shares will be issued if~~ the ~~Company's~~respective ~~Class~~performance Aand ~~Common~~market ~~Stock~~conditions ~~VWAP~~as ~~is >$15.00 for any 20 trading days within a consecutive period~~ of 30March 31, ~~trading~~2026 ~~days.~~and ~~Both~~2025, ~~tranches have a seven-year duration~~respectively.

(8)Excludes approximately 1.2 million and 10.2 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance conditions as of September 30, 2025 and 2024, respectively.

Adjusted EBITDA From Continuing Operations and Adjusted EBITDA Margin From Continuing Operations

Adjusted EBITDA From Continuing Operations is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items, ~~including goodwill impairments,~~ that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2025			2024			2025			2024
Net Income (Loss) From Continuing Operations	$	(1,055)		$	(44)		$	(2,145)		$	(169)
Interest expense	24			19			68			83
Income tax expense (benefit)	(198)			(9)			(204)			(34)
Depreciation	33			27			93			83
Intangible amortization	70			70			211			210
EBITDA From Continuing Operations	(1,126)			63			(1,977)			173
Share-based compensation	3			11			14			59
Transaction and integration expenses (2)	4			21			12			57
Restructuring	4			12			44			45
(Gain) Loss from change in fair value of financial instruments	(19)			(23)			1			(54)
(Gain) Loss from change in fair value of tax receivable agreement	(66)			27			(34)			51
Goodwill impairment and other (3)	1,338			7			2,323			8
Adjusted EBITDA From Continuing Operations (1)	$	138		$	118		$	383		$	339
Revenue	$	533		$	555		$	1,609		$	1,652
Adjusted EBITDA Margin From Continuing Operations (4)	25.9		%	21.3		%	23.8		%	20.5		%

~~(1)Adjusted~~From ~~EBITDA~~Continuing ~~excludes~~Operations ~~the~~are ~~impact~~non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of ~~discontinued~~our ~~operations~~performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows:

(2)Transaction and integration expenses primarily relate to acquisition and divestiture activities.


	Three Months Ended March 31,
(in millions)	2026			2025
Net Income (Loss) From Continuing Operations	$	(19)		$	(17)
Interest expense	24			22
Income tax expense (benefit)	(7)			(3)
Depreciation	34			30
Intangible amortization	70			71
EBITDA From Continuing Operations	102			103
Share-based compensation	4			6
Transaction and integration expenses (1)	4			3
Restructuring	12			4
(Gain) Loss from change in fair value of financial instruments	—			(8)
(Gain) Loss from change in fair value of tax receivable agreement	(19)			9
Other	1			1
Adjusted EBITDA From Continuing Operations (2)	$	104		$	118
Revenue	$	534		$	548
Adjusted EBITDA Margin From Continuing Operations (3)	19.5		%	21.5		%

(31)~~Goodwill~~Transaction ~~impairment~~ and ~~other~~integration expenses primarily ~~includes~~relate ~~$1,338~~to ~~million~~acquisition and ~~$2,321~~divestiture ~~million non-cash goodwill impairment charges for the three and nine months ended September 30, 2025, respectively~~activities.

(42)Adjusted EBITDA ~~Margin~~excludes ~~From~~the ~~Continuing~~impact ~~Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage~~ of ~~revenue~~discontinued operations.

~~Employer~~(3)Adjusted ~~Solutions~~EBITDA ~~Results~~Margin ofFrom Continuing Operations ~~for~~is ~~the~~defined ~~Three~~as ~~and~~Adjusted ~~Nine~~EBITDA ~~Months~~From ~~Ended~~Continuing ~~September 30,~~Operations ~~2025~~as ~~Compared~~a topercentage ~~the~~of ~~Three and Nine Months Ended September 30, 2024~~revenue.

Employer Solutions Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Revenue Disaggregation

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

($ in millions)

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Employer Solutions Revenue

Recurring

~~489~~

~~504~~

~~1,501~~498

~~1,518~~520

Project

~~108~~36

~~134~~28

Total Employer Solutions Revenue

~~533~~

~~555~~

~~1,609~~534

~~1,652~~548

Employer Solutions revenue was $~~533~~534 million for the three months ended ~~September~~March 3031, ~~2025~~2026 as compared to $~~555~~548 million for the prior year period. The overall decrease of $2214 million was primarily driven by decreases in ~~project revenue and~~ Net Commercial Activity, partially offset by an increase in project revenue.

41Gross Profit to Adjusted Gross Profit Reconciliation for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

~~Employer~~Adjusted ~~Solutions~~gross profit is defined as revenue ~~was~~less ~~$1,609~~cost ~~million~~of services adjusted for ~~the~~depreciation, ~~nine~~amortization ~~months~~and ~~ended~~share-based ~~September 30,~~compensation. ~~2025~~Adjusted asgross ~~compared~~profit tomargin ~~$1,652~~percent ~~million~~is ~~for~~defined ~~the~~as ~~prior~~adjusted ~~year~~gross ~~period~~profit divided by revenue. ~~The~~Management ~~overall~~uses ~~decrease~~adjusted ofgross ~~$43~~profit ~~million~~and ~~was~~adjusted ~~primarily~~gross ~~driven~~profit bymargin ~~decreases~~percent as key measures in ~~project~~making ~~revenue~~financial, operating and ~~Net~~planning ~~Commercial~~decisions ~~Activity~~and in evaluating our performance. We believe that presenting adjusted gross profit and

~~Gross Profit to Adjusted Gross Profit Reconciliation for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024~~35

~~Adjusted gross profit is defined as revenue less cost of services~~ adjusted ~~for depreciation, amortization and share-based compensation. Adjusted~~ gross profit margin percent is defined as adjusted gross profit divided by revenue. Management uses adjusted gross profit and adjusted gross profit margin percent as key measures in making financial, operating and planning decisions and in evaluating our performance. We believe that presenting adjusted gross profit and adjusted gross profit margin percent is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods.

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
(in millions)	~~2025~~2026			~~2024~~2025			~~2025~~			~~2024~~
Gross Profit	$	~~178~~156		$	~~174~~171		$	~~525~~		$	~~523~~
Add: stock-based compensation	—2			3			5			11
Add: depreciation and amortization	2831			2326			81			70
Adjusted Gross Profit	$189	~~206~~		$	200		$	~~611~~		$	~~604~~
Gross Profit Margin	3329.42		%	31.42		%	~~32.6~~		%	~~31.7~~		%
Adjusted Gross Profit Margin	3835.64		%	36.05		%	~~38.0~~		%	~~36.6~~		%

Employer Solutions gross profit was $~~178~~156 million for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to $~~174~~171 million for the prior year period. The ~~increase~~decrease of $415 million was driven by lower ~~compensation expenses and productivity savings~~revenues. Employer Solutions adjusted gross profit decreased $11 million for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~increased $6 million~~ to $~~206~~189 million from $200 million in the prior year period, primarily driven by lower ~~compensation expenses and productivity savings~~revenues.

Employer Solutions gross profit was $525 million for the nine months ended September 30, 2025 compared to $523 million for the prior year period. The increase of $2 million was driven by lower expenses related to productivity initiatives. Employer Solutions adjusted gross profit increased $7 million for the nine months ended September 30, 2025, to $611 million from $604 million in the prior year period, primarily driven by lower expenses related to productivity initiatives.

Free Cash Flow Reconciliation

Free Cash Flow is defined as cash provided by operating activities net of capital expenditures. Management believes that free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments and for certain other activities such as dividends and stock repurchases.

	Nine Months Ended
	Three Months Ended
(in millions)	~~September~~March 3031,~~2025~~2026		~~September~~March 3031,~~2024~~2025
Non-GAAP free cash flow reconciliation:
Cash provided by operating activities - continuing operations	$	~~236~~79	$	7573
Capital expenditures	(8526)		(9529)
Non-GAAP free cash flow	$	~~151~~53	$	~~(20)~~44

Net cash provided by operating activities - continuing operations was $~~236~~79 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 as compared to $7573 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The increase in cash provided by operating activities was primarily due to ~~lower separation costs incurred in conjunction with the sale and separation of the Divested Business and~~ changes in our net working capital requirements.

Free cash flow was $~~151~~53 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to $~~(20)~~44 million from the prior period. The increase in free cash flow was primarily due to an increase in cash provided from operations and lower capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

Executive Summary

Our primary sources of liquidity include our existing cash and cash equivalents, cash flows from operations and availability under our revolving credit facility. Our primary uses of liquidity are operating expenses, funding of our debt requirements and capital expenditures.

We believe that our available cash and cash equivalents, cash flows from operations and availability under our revolving credit facility will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, ~~anticipated quarterly dividend~~ payments, ~~payments~~ on our TRA and anticipated working capital requirements for the foreseeable future. We ~~believe our liquidity position at September 30, 2025 remained strong. We~~ will continue to closely monitor and proactively manage our liquidity position in consideration of the evolving economic outlook and changing interest rate environment.

Indebtedness

InAs ~~July~~of ~~2024~~March 31, we2026, ~~paid down $440 million of the Sixth Incremental Term Loans balance and~~ we ~~fully~~had ~~repaid~~outstanding ~~the~~long-term ~~principal~~debt ~~balance~~in ~~of $300 million Secured Senior Notes with proceeds from~~ the ~~Transaction.~~form ~~We used the remainder~~ of ~~after-tax~~term ~~cash~~loans ~~proceeds to return capital and~~ for ~~general~~an ~~corporate~~aggregate ~~purposes, including reinvestment into growth opportunities.~~principal

Inamount ~~January~~of ~~2025~~$1,980 ~~the~~million, ~~Company~~which ~~entered~~mature ~~into~~in ~~Amendment No~~2028. 11In toaddition, ~~the~~we ~~Credit~~have ~~Agreement with~~ a ~~syndicate~~$330 ofmillion ~~lenders~~revolving tocredit ~~establish~~facility with a ~~new~~maturity ~~class~~date of ~~Seventh~~May ~~Incremental~~31, ~~Term~~2030, ~~Loans~~As ~~with an aggregate principal amount~~ of ~~$2,030~~March ~~million and to reprice the outstanding Sixth Incremental Term Loans due August~~ 31, ~~2028~~2026, byno ~~reducing~~amounts ~~the~~were ~~applicable~~borrowed ~~rate~~or ~~from~~outstanding ~~SOFR~~under +our ~~2.25%~~revolving tocredit ~~SOFR~~facility ~~+ 1~~agreement.~~75%.~~

In May 2025, the Company entered into Amendment No. 12 to the revolving credit facility, which increased the aggregate principal amount of the revolving credit facility to $330 million and extended the maturity date to May 31, 2030.

Share Repurchases

In August 2022, we established a repurchase program allowing for authorized share repurchases. In March 2024, the Company’s Board of Directors authorized the repurchase of up to an additional $200 million of the Company’s Class A Common Stock.36

OnIn ~~February~~August 132022, ~~2025,~~we ~~the~~established ~~Company’s~~a ~~Board of Directors authorized the~~ repurchase ofprogram upallowing tofor ~~an additional $200 million of the Company’s Class A common stock, providing a total amount~~ authorized ~~for~~share ~~repurchase of $281 million after giving effect to the increase~~repurchases. Repurchases may be conducted through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including pursuant to Rule 10b5-1 trading plans. The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The stock repurchase program does not obligate Alight to acquire any amount of common stock, and the program may be suspended or terminated at any time by Alight at its discretion without prior notice.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~repurchased~~did ~~6,580,136~~not ~~and~~repurchase ~~13,881,417~~any shares of Class A Common Stock~~, respectively, for an aggregate purchase price of $25 million and $65 million, respectively~~. As of ~~September~~March 3031, ~~2025~~2026, the total remaining amount authorized for repurchase was $216 million.

Cash Dividends

43Cash on our balance sheet includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown in Fiduciary assets on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, with a corresponding amount in Fiduciary liabilities. Fiduciary funds are not used for general corporate purposes and are not a source of liquidity for us.

other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.

The following table provides information with respect to quarterly dividends on common stock during the nine months ended September 30, 2025.

Declaration Date

Dividends Per Share

Total Payment (in millions)

Record Date

Payable Date

February 13, 2025

$0.04

$21

March 3, 2025

March 17, 2025

April 30, 2025

$0.04

$22

June 2, 2025

June 16, 2025

July 23, 2025

$0.04

$22

September 2, 2025

September 15, 2025

Cash on our balance sheet includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown in Fiduciary assets on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, with a corresponding amount in Fiduciary liabilities. Fiduciary funds are not used for general corporate purposes and are not a source of liquidity for us.

The following table provides a summary of cash flows from continuing operating, investing, and financing activities for the periods presented.

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

~~2025~~2026

~~2024~~2025

Cash provided by operating activities - continuing operations

~~236~~79

7573

Cash provided by (used in) investing activities - continuing operations

(9826)

~~877~~(29)

Cash used for financing activities - continuing operations

(~~288~~156)

(~~1,028~~176)

Operating Activities

Net cash provided by operating activities - continuing operations was $~~236~~79 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 as compared to $7573 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The increase in cash provided by operating activities was primarily due to ~~lower professional fees incurred related to the sale and separation of the Divested Business and~~ changes in our net working capital requirements.

Investing Activities

Cash used in investing activities - continuing operations was $9826 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 as compared to cash ~~provided~~used byin investing activities of $~~877~~29 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The ~~increase~~decrease in cash used in investing activities was primarily driven by ~~the net proceeds from the sale of the Divested Business in the prior year period, partially offset by~~ lower capital expenditures.

Financing Activities

Cash used in financing activities - continuing operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $~~288~~156 million as compared to cash used in financing activities of $~~1,028~~176 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The primary drivers of cash used in financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 were $~~100~~136 million of TRA payments, a $659 million ofnet ~~dividend~~decrease ~~payments,~~in ~~$65~~fiduciary ~~million of share repurchases~~liabilities, $175 million of finance lease payments, $155 million of debt repayments, ~~a $12 million net decrease in fiduciary liabilities,~~ and $121 million of shares/units withheld in lieu of taxes. The decrease in fiduciary cash was primarily due to timing of client funding and subsequent disbursement of payments.

Cash, Cash Equivalents and Fiduciary Assets

At ~~September~~March 3031, ~~2025~~2026, our continuing operations cash and cash equivalents were $~~205~~178 million, a decrease of $~~138~~95 million from December 31, ~~2024~~2025. Of the total balances of cash and cash equivalents as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, none of the balances were restricted as to use.

Some of our client agreements require us to hold funds on behalf of clients to pay obligations on their behalf. The levels of Fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the amounts from clients and make payments on their behalf. Such funds are not available to service our debt or for other corporate purposes. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. We are entitled to retain investment income earned on fiduciary funds, when investment strategies are deployed, in accordance with industry custom and practice, which has historically been immaterial. In our Condensed Consolidated

4437

and make payments on their behalf. Such funds are not available to service our debt or for other corporate purposes. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. We are entitled to retain investment income earned on fiduciary funds, when investment strategies are deployed, in accordance with industry custom and practice, which has historically been immaterial. In our Condensed Consolidated Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $~~227~~239 million and $~~239~~248 million at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

Other Liquidity Matters

Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. For further information, see the “Risk Factors” section within Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025, filed with the SEC on February 2724, ~~2025~~2026.

We do not have any business, operations or assets in Russia, Belarus or Ukraine and we have not been materially impacted by the actions of the Russian government. We have no revenue from these three countries for all periods presented.

Tax Receivable Agreement

In connection with the Business Combination, we entered into the TRA with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA.

Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. ~~For~~During the ~~nine~~first quarter of 2026, the Company received an Objection Notice from the TRA Party Representative with respect to certain methodology used to prepare a portion of the Tax Benefit Schedule that calculates our 2026 Tax Benefit Payments to the TRA Parties (all capitalized terms as defined in the TRA). The Company disagrees with the TRA Party Representative’s assertions and is proceeding through the dispute mechanisms as set forth in the TRA agreement. During the three months ended ~~September~~March 3031, ~~2025~~2026, weconsistent with the TRA agreement, the Company paid $~~100~~136 million, ~~related~~representing what it considered the undisputed amount. The Company intends to vigorously contest the TRA ~~and~~Party noRepresentative's ~~further~~assertions ~~payments~~in ~~are~~the ~~expected~~Objection toNotice. beIf ~~made~~the ~~during~~TRA ~~the~~Party ~~remainder~~Representative ofnonetheless ~~2025.~~prevails Asin ofits ~~September 30,~~position ~~2025~~or the Company resolves the dispute consensually, wethe ~~expect~~Company tocurrently ~~make~~estimates ~~payments~~that ofa ~~approximately~~resolution could increase the 2026 Tax Benefit Payments by up to $~~164~~40 million above inthe undisputed amount paid during the three months ended March 31, 2026, plus interest as further detailed in the TRA. The Objection Notice does not address the Company's current 2027 Tax Benefit Payments estimate.

Contractual Obligations and Commitments

Our material contractual obligations include debt, non-cancellable contractual service and purchase obligations and lease obligations. For additional information regarding debt and non-cancellable contractual service and purchases obligations, see the Condensed Consolidated Financial Statements within Item 1 of this Quarterly Report on Form 10-Q, Note 8, “Debt”, and Note 19, “Commitments and Contingencies”.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes from the Critical Accounting Estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. Please refer to "Critical Accounting Estimates" described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our Annual Report.

4538

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report. Our exposures to market risk have not changed materially since the filing of the Annual Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. Based on the aforementioned evaluation, our principal executive officer and principal financial officer concluded that, as of ~~September~~March 3031, ~~2025~~2026, the Company's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4639

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are a party to a variety of legal proceedings that arise in the normal course of our business. While the results of these legal proceedings cannot be predicted with certainty, we believe that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on our results of operations or financial condition. The information required with respect to this item can be found under Note 19, "Commitments and Contingencies" in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report and is incorporated by reference into this Item 1.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report filed with the SEC on February 2724, ~~2025~~2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

There have been no material changes from the risk factors previously disclosed under "Part I, Item IA. Factors" in the Company’s filing mentioned in the aforementioned paragraph.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

~~The~~On ~~following~~August ~~table~~1, ~~provides~~2022, ~~information~~the ~~regarding~~Company's ~~purchases~~Board of ~~our~~Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase issued and outstanding shares of Class A Common Stock ~~that~~from ~~were~~time ~~made~~to time, depending on market conditions and alternate uses of capital. The Program may be effected through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including through Rule 10b5-1 trading plans. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. We did not purchase any shares of our Class A Common Stock during the three months ended ~~September~~March 3031, ~~2025~~2026.

	Total number ofshares purchased	Average pricepaid per share (1)		Total number ofshares purchased aspart of publiclyannounced plansor programs	Approximate dollarvalue of shares that mayyet be purchased underthe plans or programs(in millions) (2)
Beginning repurchase authority					$	241
July 1, 2025 through July 31, 2025	—	—		—	241
August 1, 2025 through August 31, 2025	4,705,771	3.84		4,705,771	223
September 1, 2025 through September 30, 2025	1,874,365	3.75		1,874,365	216
Balance as of September 30, 2025	6,580,136	$	3.81	6,580,136	$	216

(1)Average price paid per share for open market purchases includes broker commissions.

(2)On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase issued and outstanding shares of Class A Common Stock from time to time, depending on market conditions and alternate uses of capital. The program may be effected through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including through Rule 10b5-1 trading plans. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company.

Item 5. Other Information.

Trading Arrangements

During the three months ended ~~September~~March 3031, ~~2025~~2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement, or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

4740

Item 6. Exhibits.

			ExhibitNumber						Description
			2.1†						Stock and Asset Purchase Agreement, dated as of March 20, 2024, by and among Tempo Acquisition LLC, Axiom Buyer, LLC, the Company (for the limited purposes set forth therein) and Axiom Intermediate I, LLC (for the limited purposes set forth therein) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).
			3.1						Amended and Restated Certificate of Incorporation of Alight, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
			3.2						Amended and Restated Bylaws of Alight, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
			10.1*†						Consulting Services Agreement, dated as of January 21, 2026, relating to Dinesh Tulsiani consulting arrangement.
			10.2*+						Form of Performance Stock Unit Grant Award Agreement (Special Grant Under Tiered Value Realization Program) under the Alight, Inc. 2021 Omnibus Incentive Plan.
			10.3*+						Form of Time-Based Restricted Stock Unit Grant Award Agreement for Employees under the Alight, Inc. 2021 Omnibus Incentive Plan.
			10.4*+						Form of Performance-Based Restricted Stock Unit Grant Award Agreement for Employees under the Alight, Inc. 2021 Omnibus Incentive Plan.
			10.5*+						Form of Time-Based Restricted Stock Unit Grant Award Agreement for the Executive Leadership Team under the Alight, Inc. 2021 Omnibus Incentive Plan.
			10.6*+						Form of Performance-Based Restricted Stock Unit Grant Award Agreement for the Executive Leadership Team under the Alight, Inc. 2021 Omnibus Incentive Plan.
			31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS*						Inline XBRL Instance Document
			101.SCH*						Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
			104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________

* Filed herewith.

** Furnished herewith.

+ Indicates a management or compensatory plan.

† The related exhibits and schedules are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

4841

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.

	Alight, Inc.
	(Registrant)
Date: November 6, 2025	By:	/s/ Jeremy Heaton
Date: May 5, 2026	By:	/s/ Gregory Giometti
		Jeremy Heaton
		Gregory Giometti
		Chief Financial Officer
		Interim Chief Financial Officer
		(Principal Financial Officer, Principal Accounting Officer and Authorized Signatory)

4942

Filing Compare · Alight, Inc. / Delaware