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Alight Inc Delaware

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

ALIT$12.86+0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31,2023

OR

☐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

(Exact name of Registrant as specified in its Charter)

Delaware86-1849232
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
4 Overlook PointLincolnshire, IL60069
(Address of principal executive offices)(Zip Code)

(224)737-7000

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareALITNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐No ☒

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 ☒ NO ☐

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June 30, 2023, was $3,152,296,204.

As of February 23, 2024, the registrant had 547,740,219 shares of Class A Common Stock, par value $0.0001 per share,4,951,235 shares of Class B-1 Common Stock, par value $0.0001 per share,4,951,235 shares of Class B-2 Common Stock, par value $0.0001 per share,1,919,516 shares of Class V Common Stock, par value $0.0001 per share,2,988,649 shares of Class Z-A Common Stock, par value $0.0001 per share,215,782 shares of Class Z-B-1 Common Stock, par value $0.0001 per share, and 215,782 shares of Class Z-B-2 Common Stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for its 2024 annual meeting of stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

Table of Contents

Page
Explanatory Note1
Disclaimer Regarding Forward-Looking Statements1
Executive Summary of Risk Factors2
PART I
Item 1.Business4
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments24
Item 1C.Cybersecurity25
Item 2.Properties26
Item 3.Legal Proceedings26
Item 4.Mine Safety Disclosures26
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27
Item 6.[Reserved]28
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk42
Item 8.Financial Statements and Supplementary DataF-1
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureF-44
Item 9A.Controls and ProceduresF-44
Item 9B.Other InformationF-47
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsF-47
PART III
Item 10.Directors, Executive Officers and Corporate GovernanceF-48
Item 11.Executive CompensationF-48
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersF-48
Item 13.Certain Relationships and Related Transactions, and Director IndependenceF-48
Item 14.Principal Accountant Fees and ServicesF-48
PART IV
Item 15.Exhibit and Financial Statement SchedulesF-49

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