Alight, Inc. / Delaware

Previous wording

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 Company incurred higher operating expenses in 2024 as a result of professional fees paid in conjunction with the Transaction.

Current wording

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% which is expected to mature in July 2030.

Previous wording

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.

Current wording

Revenues were $534 million for the three months ended March 31, 2026 as compared to $548 million for the prior year period. The decrease of $14 million, or 2.6%, was driven by lower Net Commercial Activity, partially offset by higher project revenue. The Company continues to experience larger losses from client contract renewals and lower than expected bookings, which has impacted revenue growth and is expected to continue to impact revenue growth during fiscal year 2026.

Previous wording

Recurring revenues for the three months ended September 30, 2025 decreased by $15 million, or 3.0%, from $504 million in the prior year period to $489 million, primarily driven by lower Net Commercial Activity.

Current wording

Recurring revenues for the three months ended March 31, 2026 decreased by $22 million, or 4.2%, from $520 million in the prior year period to $498 million, primarily driven by lower Net Commercial Activity.

Previous wording

Depreciation and amortization expenses increased by $5 million, or 21.7%, as compared to the prior year period, primarily driven by capitalized software.

Current wording

Depreciation and amortization expenses increased by $5 million, or 19.2%, as compared to the prior year period, primarily driven by capitalized software.

Previous wording

There was a $19 million gain related to the change in the fair value of financial instruments for thethree months ended September 30, 2025 compared to a gain of $23 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 Statementsfor additional information.

Current wording

There wasno gain or loss related to the change in the fair value of financial instruments for thethree months ended March 31, 2026 compared to a gain of $8 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 Statementsfor additional information.

Previous wording

The change in the fair value of the TRA resulted in a gain of$66 million for the three months ended September 30, 2025, an increase of$93 million compared to a loss of$27 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.

Current wording

The change in the fair value of the TRA resulted in a gain of$19 million for the three months ended March 31, 2026, an increase of$28 million compared to a loss of$9 millionfor 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.

Previous wording

Interest expense increased$5 million for the three months ended September 30, 2025, as compared to the prior year period. The increase was primarily due to lower interest income in the current year and a non-cash gain on extinguishment from the partial debt paydown in 2024.

Current wording

Interest expense increased$2 million for the three months ended March 31, 2026 as compared to the prior year period. The increase was due to higher interest expense net of swaps and lower interest income.

Previous wording

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 $7 million and $9 million for services performed under the TSA for the three 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).

Current wording

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company had provided technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. For the three months ended March 31, 2026, we recorded an immaterial amount of income for services performed under the TSA. For the three months ended March 31, 2025, we recorded $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).

Previous wording

Loss from continuing operations before taxes was $1,253 million for the three months ended September 30, 2025 as compared to a loss from continuing operations before taxes of $53 million for the three months ended September 30, 2024. The increase in loss was primarily attributable to the $1,338 million non-cash goodwill impairment charge, partially offset by the change in fair value of the TRA, lower selling, general and administrative expenses, and a change in fair value of financial instruments.

Current wording

Loss from continuing operations before taxes was $26 million for the three months ended March 31, 2026 as compared to a loss from continuing operations before taxes of $20 million for the three months ended March 31, 2025. The increase in loss was primarily attributable to lower operating profit and the change in fair value of financial instruments, partially offset by the change in fair value of the TRA.

Previous wording

Income tax benefit was $198 million for the three months ended September 30, 2025, as compared to an income tax benefit of $9 million for the prior year period. The effective tax rate of 16% for the three 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 three 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.

Current wording

Income tax benefit was $7 million for the three months ended March 31, 2026, as compared to an income tax benefit of $3 million for the prior year period. The effective tax rate of 27% for the three months ended March 31, 2026 was 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. The effective tax rate of 15% for the three months ended March 31, 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.

Previous wording

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.

Current wording

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 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.

Previous wording

(4)Income tax effects have been calculated based on statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement.

Current wording

(3)Income tax effects have been calculated based on statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement.

Previous wording

(5)Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement.

Current wording

(4)Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement.

Previous wording

(6)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.

Current wording

(5)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.

Previous wording

(7)Excludes two tranches of contingently issuable seller earnout shares: (i) 7.5 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$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 Class A Common Stock VWAP is >$15.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.

Current wording

(6)Excludes two tranches of contingently issuable seller earnout shares: (i) 7.5 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$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 Class A Common Stock VWAP is >$15.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.

Previous wording

(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.

Current wording

(7)Excludes approximately 33.2 million and 10.0 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance and market conditions as of March 31, 2026 and 2025, respectively.

Previous wording

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:

Current wording

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 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

Previous wording

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

Current wording

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

Previous wording

(1)Adjusted EBITDA excludes the impact of discontinued operations.

Current wording

(2)Adjusted EBITDA excludes the impact of discontinued operations.

Previous wording

(4)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.

Current wording

(3)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.

Previous wording

Employer Solutions Results of Operations for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024

Current wording

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

Previous wording

Employer Solutions revenue was $1,609 million for thenine months ended September 30, 2025 as compared to $1,652 million for the prior year period. The overall decrease of $43 million was primarily driven by decreases in project revenue and Net Commercial Activity.

Current wording

Employer Solutions revenue was $534 million for the three months ended March 31, 2026 as compared to $548 million for the prior year period. The overall decrease of $14 million was primarily driven by decreases in Net Commercial Activity, partially offset by an increase in project revenue.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Employer Solutions gross profit was $156 million for the three months ended March 31, 2026 compared to $171 million for the prior year period. The decrease of $15 million was driven by lower revenues. Employer Solutions adjusted gross profit decreased $11 million for the three months ended March 31, 2026 to $189 million from $200 million in the prior year period, primarily driven by lower revenues.

Previous wording

Net cash provided by operating activities was $236 million for the nine months ended September 30, 2025 as compared to $75 million for the nine months ended September 30, 2024. 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.

Current wording

Net cash provided by operating activities - continuing operations was $79 million for the three months ended March 31, 2026 as compared to $73 million for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily due to changes in our net working capital requirements.

Previous wording

Free cash flow was $151 million for the nine months ended September 30, 2025 compared to $(20) 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.

Current wording

Free cash flow was $53 million for the three months ended March 31, 2026 compared to $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.

Previous wording

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.

Current wording

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, payments on our TRA and anticipated working capital requirements for the foreseeable future. We will continue to closely monitor and proactively manage our liquidity position in consideration of the evolving economic outlook and changing interest rate environment.

Previous wording

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. 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.

Current wording

In August 2022, we established a repurchase program allowing for authorized share 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.

Previous wording

During the three and nine months ended September 30, 2025, the Company repurchased 6,580,136 and 13,881,417 shares of Class A Common Stock, respectively, for an aggregate purchase price of $25 million and $65 million, respectively. As of September 30, 2025, the total remaining amount authorized for repurchase was $216 million.

Current wording

During the three months ended March 31, 2026, the Company did not repurchase any shares of Class A Common Stock. As of March 31, 2026, the total remaining amount authorized for repurchase was $216 million.

Previous wording

Net cash provided by operating activities was $236 million for the nine months ended September 30, 2025 as compared to $75 million for the nine months ended September 30, 2024. 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.

Current wording

Net cash provided by operating activities - continuing operations was $79 million for the three months ended March 31, 2026 as compared to $73 million for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily due to changes in our net working capital requirements.

Previous wording

Cash used in investing activities was $98 million for the nine months ended September 30, 2025 as compared to cash provided by investing activities of $877 million for the nine months ended September 30, 2024. The increase 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.

Current wording

Cash used in investing activities - continuing operations was $26 million for the three months ended March 31, 2026 as compared to cash used in investing activities of $29 million for the three months ended March 31, 2025. The decrease in cash used in investing activities was primarily driven by lower capital expenditures.

Previous wording

Cash used in financing activities for the nine months ended September 30, 2025 was $288 million as compared to cash used in financing activities of $1,028 million for the nine months ended September 30, 2024. The primary drivers of cash used in financing activities for the nine months ended September 30, 2025 were $100 million of TRA payments, $65 million of dividend payments, $65 million of share repurchases, $17 million of finance lease payments, $15 million of debt repayments, a $12 million net decrease in fiduciary liabilities, and $12 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.

Current wording

Cash used in financing activities - continuing operations for the three months ended March 31, 2026 was $156 million as compared to cash used in financing activities of $176 million for the three months ended March 31, 2025. The primary drivers of cash used in financing activities for the three months ended March 31, 2026 were $136 million of TRA payments, a $9 million net decrease in fiduciary liabilities, $5 million of finance lease payments, $5 million of debt repayments, and $1 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.

Previous wording

At September 30, 2025, our continuing operations cash and cash equivalents were $205 million, a decrease of $138 million from December 31, 2024. Of the total balances of cash and cash equivalents as of September 30, 2025 and December 31, 2024, none of the balances were restricted as to use.

Current wording

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

Previous wording

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 Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $227 million and $239 million at September 30, 2025 and December 31, 2024, respectively.

Current wording

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

Previous wording

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 the nine months ended September 30, 2025, we paid $100 million related to the TRA and no further payments are expected to be made during the remainder of 2025. As of September 30, 2025, we expect to make payments of approximately $164 million in 2026.

Current wording

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. 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 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 March 31, 2026, consistent with the TRA agreement, the Company paid $136 million, representing what it considered the undisputed amount. The Company intends to vigorously contest the TRA Party Representative's assertions in the Objection Notice. If the TRA Party Representative nonetheless prevails in its position or the Company resolves the dispute consensually, the Company currently estimates that a resolution could increase the 2026 Tax Benefit Payments by up to $40 million above the 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.

Previous wording

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 the Amendment, the Company’s expected remaining cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $49 million, $168 million, $104 million, and $28 million for the remainder of 2025 and the years ended 2026, 2027, and 2028, respectively, and none thereafter, totaling $349 million.

Current wording

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. 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 $85 million, $70 million, $39 million, and $15 million for the remainder of 2026 and the years ended 2027, 2028, and 2029, respectively, and none thereafter, totaling $209 million.