Huron Consulting Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

HURON CONSULTING GROUP INC.

(Name of Registrant as Specified In its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

1 See Appendix A for the definitions of adjusted EBITDA margin and adjusted diluted earnings per share, and other non-GAAP financial measures included in this

Letter from the Independent Directors

of the Board

Dear Fellow Stockholders:

We are writing to you as the independent members of the Huron board of directors (the “board”). As fellow stockholders, we

are focused on the execution of the Company’s strategy, delivering on our balanced capital allocation strategy, sustaining the

alignment between Huron’s management compensation programs and the interest of stockholders, and the advancement of

our periodic board refreshment process.

EXECUTING OUR LONG-TERM GROWTH STRATEGY

At our investor day in March 2025, we outlined our refreshed strategy to achieve further revenue growth and margin

expansion. We continue to focus on our five strategic priorities: (i) sustaining accelerated growth in healthcare and education,

(ii) growing our business in commercial industries, (iii) growing our global digital capability, (iv) executing upon our solid

foundation for margin expansion and organic reinvestment, and (v) maintaining a strong balance sheet and cash flows while

strategically deploying capital. We believe this refreshed focus, our disciplined execution, and the market tailwinds driving our

business will continue to drive further value for our stockholders.

Driven by disciplined execution of the Company’s strategy and effective leadership, in 2025, Huron delivered another year of

strong performance. Revenues before reimbursable expenses (RBR) grew 12% compared to 2024, resulting in record RBR

and a fifth consecutive year of growth. In addition, we are pleased with our continued margin and earnings per share

expansion and strong cash flows in 2025. Collectively, these results led to total stockholder return of 39% in 2025.

Since we outlined our initial growth strategy in 2022, our market-tested strategy and disciplined execution have driven results

and significant stockholder value. In aggregate, since FY 2023 through FY 2025, we:

•Grew revenues before reimbursable expenses at a 10.5% compound annual growth rate;

•Expanded our net income margin and adjusted EBITDA margin 1 by 170 and 200 basis points, respectively;

•Grew our diluted earnings per share and adjusted diluted earnings per share 1 83% and 59%, respectively; and

•Returned $288 million of capital to shareholders by repurchasing 2.4 million shares of our common stock.

These proven results culminated in stock price appreciation of 68% from December 31, 2023 to December 31, 2025.

DELIVERING ON OUR BALANCED CAPITAL ALLOCATION STRATEGY

We continue to execute our strategic capital deployment framework, which balances growth, flexibility, and return of capital to

stockholders. As shared at our investor day in March 2025, we remain committed to our two guiding principles: (i) maintaining

a strong, flexible balance sheet and (ii) driving strong cash flow to enable our strategy while also returning capital to

stockholders via share repurchases. In coordination with the Finance and Capital Allocation Committee, in 2025, we

repurchased 1.2 million shares of our common stock for $166 million and deployed $112 million of cash on six strategic, tuck-in

acquisitions while achieving a leverage ratio (as defined in our senior secured credit agreement) of 1.93 as of December 31,

ALIGNING COMPENSATION PROGRAMS TO DRIVE STOCKHOLDER VALUE

Our professionals' expertise, skills and experience and our strong company culture are our biggest differentiators. We believe

Huron’s long-term success is enabled by a balanced compensation program that aligns stockholder value, enterprise

objectives, and employee performance. To achieve these goals, long-term equity plays a critical role in the variable portion of

the compensation programs for not only our named executive officers (NEOs), but also our revenue-generating managing

directors and principals to directly link pay with performance. It also fosters a sense of ownership among employees and

promotes long-term retention for our leaders. Between 2023 and 2025, approximately 84% of total shares granted were issued

to revenue-generating managing directors and principals as part of their annual incentive compensation, while approximately

12% of total shares granted were issued to NEOs.

We recognize the dilutive impact of granting equity awards, and we reflect the expense associated with these awards in our

adjusted EBITDA and adjusted diluted earnings per share metrics. Both the board and management are committed to

thoughtfully managing our equity compensation programs while mitigating risk and dilution for stockholders.

We believe that continuing to provide a portion of annual incentives in equity for our revenue-generating managing directors

and principals aligns total compensation with performance and helps us achieve our companywide strategic and financial

objectives that drive stockholder value. This also contributes to the future success of our business as we attract, engage and

retain the top talent needed to support our growth strategy.

EXECUTING OUR PERIODIC BOARD REFRESHMENT PROCESS

The Nominating and Corporate Governance Committee, in coordination with the board, regularly evaluates the future

composition of the board in light of the age, tenure, experience and capabilities of its current members. The board’s periodic

board refreshment process is intended to ensure that the board has the best mix of knowledge, skills, industry expertise and

business acumen, derived from high quality professional experience, to evaluate and support the Company’s strategy going

forward. The Nominating and Corporate Governance Committee believes that its nominated directors have extensive

experience leading and managing professional service businesses or relevant industry expertise which provides significant

insight into the Company and its operations and provides valuable contributions to the board and our management team. The

Nominating and Corporate Governance Committee also recognizes the potential benefits of fresh perspectives and adjacent

skillsets that highly qualified new directors may bring to the board as well as the benefits of increased innovation and creativity

that may be fostered by greater range of thought and experience on the board.

The Nominating and Corporate Governance Committee will continue to consider a variety of factors as it works to enhance the

composition of the board, reduce average tenure and ensure structured and orderly board succession through a process of

both board member additions and retirements. As a result, during the next several years, the board may periodically expand or

contract as part of its periodic refreshment process. It is the expressed desire of the board that it continue to remain relatively

small in number and composed principally of non-executive independent directors.

In closing, 2025 was another strong year of performance for Huron. In our continuous commitment to transparency and

collaboration, we affirm our commitment to consider and respond to the perspectives of our stockholders.

Respectfully,

Notice of Annual

Meeting of Stockholders

May 8, 2026

The Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company,”

"Huron," "we" or "us") will be held on May 8, 2026, at 11:00 a.m. Central Time in a

virtual meeting format via live audio webcast atwww.virtualshareholdermeeting.com/

HURN2026, (the "Annual Meeting") for the following purposes:

Only stockholders of record at the close of business on March 9, 2026 will be entitled

to notice of and to vote at the Annual Meeting.

Your vote is very important, regardless of the number of shares you hold. Whether or

not you plan to attend the Annual Meeting, please cast your vote, as instructed in the

Notice of Internet Availability of Proxy Materials or proxy card, over the Internet, as

promptly as possible.

Time & DateMay 8, 2026, at 11:00 a.m. Central Time

VotingOnly stockholders of record at the close of business on March 9, 2026 will be entitled to notice of and to vote at the Annual Meeting.Your vote is very important, regardless of the number of shares you hold.

If you received only a Notice of Internet Availability of Proxy Materials in the mail or by electronic mail, you may also request a

paper proxy card to submit your vote by mail, if you prefer. However, we encourage you to vote over the Internet because it is

convenient and will save printing costs and postage fees, as well as natural resources.

We intend to hold our Annual Meeting via live audio webcast. You will not be able to attend in person. If we do decide to hold

our Annual Meeting in person, then we will announce our decision and post additional information on our Investor Relations

website at https://ir.huronconsultinggroup.com. Please check this website in advance of the Annual Meeting date.

Stockholders who wish to attend the Annual Meeting via live audio webcast may do so via the website reflected on their proxy

card. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past

meetings while further enhancing the online experience available to all stockholders regardless of their location. During the

Annual Meeting, stockholders will have the opportunity to ask questions of management or directors via live chat and to vote or

change their previous vote. You may also address any questions in advance of the Annual Meeting to Corporate Secretary,

Huron Consulting Group Inc., 550 West Van Buren Street, 17th Floor, Chicago, Illinois 60607, or

corporatesecretary@hcg.com.

By Order of the Board of Directors

Hope Katz

Executive Vice President, General Counsel and Corporate Secretary

Chicago, Illinois

March 20, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 8, 2026The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

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