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Alight, Inc. / Delaware

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001628280-26-030596

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001628280-26-052636

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 128 previous paragraphs and 145 current paragraphs.

76 unchanged; 35 reworded; 22 added; 12 removed; 5 previous and 12 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

At Alight's 2026 Annual Meeting of Stockholders held on June 10, 2026, stockholders approved a reverse stock split of Alight's outstanding common stock and a corresponding decrease in the number of authorized shares of each class and series of common stock (the "Reverse Stock Split"). On June 10, 2026, the Company's Board of Directors determined to effectuate the Reverse Stock Split at a ratio of 1-for-20. The Reverse Stock Split became effective as of Tuesday, June 30, 2026, at 5:00 p.m. Eastern Time (the "Effective Time"). Alight’s Class A Common Stock began trading on a split-adjusted basis on the NYSE under the existing symbol (ALIT) when the market opened on Wednesday, July 1, 2026. Proportionate adjustments were also made to Alight’s outstanding equity-based awards and equity plans as well as to the outstanding limited liability company units of Alight Holdings in accordance with the terms of the applicable agreements. All issued and outstanding common stock, share price, authorized share, weighted average shares outstanding, earnings

Current report

(loss) per share, share-based compensation awards, outstanding Alight Holdings units and per share amounts contained in this Quarterly Report on Form 10-Q have been adjusted retroactively to reflect the Reverse Stock Split for all periods presented.

Current report

Goodwill impairment consists of charges relating to Goodwill. We review goodwill for impairment annually on October 1st 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

Current report

Recurring revenues for thethree months ended June 30, 2026 decreased by$21 million, or 4.3%, from$492 million in the prior year period to$471 million, primarily driven by lower Net Commercial Activity.

Current report

Cost of services, exclusive of depreciation and amortization increased $12 million, or 3.7%, for the three months ended June 30, 2026 as compared to the prior year period and was primarily attributable to higher compensation expense.

Current report

Selling, general and administrative expenses decreased $21 million, or 16.2%, for the three months ended June 30, 2026 primarily driven by lower severance and other restructuring costs.

Current report

There was no goodwill impairment charge recognized for the three months ended June 30, 2026 as compared to the prior year period, where we identified a goodwill impairment in the Health Solutions reporting unit and recorded a $983 million non-cash impairment charge.

Current report

Results of Continuing Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Current report

Cost of services, exclusive of depreciation and amortization increased $8 million, or 1.2%, for thesix months ended June 30, 2026 as compared to the prior year periodand was primarily attributable to higher compensation expense.

Current report

Selling, general and administrative expenses decreased $20 million, or 8.5%, for thesix months ended June 30, 2026 and were primarily driven by lower severance and other restructuring costs.

Current report

There was no goodwill impairment charge recognized for thesix months ended June 30, 2026 as compared to the prior year period, where we identified a goodwill impairment in the Health Solutions reporting unit and recorded a $983 million non-cash impairment charge.

Current report

Loss from continuing operations before taxes was $45 million for the six months ended June 30, 2026 as compared to loss from continuing operations before taxes of $1,096 million for the six months ended June 30, 2025. The decrease in loss was primarily attributable to the decrease in the non-cash goodwill impairment and the change in fair value of the TRA, partially offset by lower gross profit.

Current report

(3)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.

Current report

(2)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.

Current report

Employer Solutions gross profit was $298 million for the six months ended June 30, 2026 compared to $347 million for the prior year period. The decrease of $49 million was driven by lower revenues. Employer Solutions adjusted gross profit decreased $40 million for the six months ended June 30, 2026 to $365 million from $405 million in the prior year period, primarily driven by lower revenues.
Removed paragraphs (12)

Previous report

Cost of services, exclusive of depreciation and amortization decreased $4 million, or 1.1%, for the three months ended March 31, 2026 and was primarily attributable to productivity savings.

Previous report

Selling, general and administrative expenses increased $1 million, or 1.0%, for the three months ended March 31, 2026 and were consistent with the prior year period.
Reworded paragraphs (35)

Previous 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.

Current wording

Revenues were $511 million for the three months ended June 30, 2026 as compared to $528 million for the prior year period. The decrease of $17 million, or 3.2%, was driven by lower Net Commercial Activity, partially offset by higher project revenue. The Company continues to experience the impact from prior year client losses and lower bookings, which has impacted revenue growth and is expected to continue to impact revenue growth during the remainder of fiscal year 2026.

Previous wording

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

Current wording

Depreciation and amortization expenses increased by$5 million, or 18.5%, as compared to the prior year period, primarily driven by capitalized software.

Previous 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.

Current wording

The change in the fair value of the TRA resulted in a gain of $46 million for the three months ended June 30, 2026, an increase of $69 million compared to a loss of $23 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.

Previous 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).

Current wording

Under the terms of the TSA 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 June 30, 2026, we recorded an immaterial amount of income for services performed under the TSA. For the three months ended June 30, 2025, we recorded $8 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, exclusive of depreciation and amortization, and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Previous 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.

Current wording

Loss from continuing operations before taxes was $19 million for the three months ended June 30, 2026 as compared to loss from continuing operations before taxes of $1,076 million for the three months ended June 30, 2025. The decrease in loss was primarily attributable to a decrease in the non-cash goodwill impairment and the change in fair value of the TRA, partially offset by lower gross profit.

Previous 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.

Current wording

Income tax benefit was $9 million for the three months ended June 30, 2026, as compared to an income tax benefit of $3 million for the prior year period. The effective tax rate of 47% for the three months ended June 30, 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 0% for the three months ended June 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. See Note 7, “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Previous 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.

Current wording

Recurring revenues for the six months ended June 30, 2026 decreased by $43 million, or 4.2%, from $1,012 million in the prior year period to $969 million, primarily driven by lower Net Commercial Activity.

Previous 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.

Current wording

There was no gain or loss related to the change in the fair value of financial instruments for thesix months ended June 30, 2026 compared to a loss of $20 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.

Previous 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.

Current wording

Interest expense increased $4 million for the six months ended June 30, 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

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.

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, 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current wording

(7)Excludes two tranches of contingently issuable seller earnout shares: (i) 0.4 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$250.00 for any 20 trading days within a consecutive period of 30 trading days; (ii) 0.4 million shares will be issued if the Company's Class A Common Stock VWAP is >$300.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.

Previous 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.

Current wording

(8)Excludes approximately 1.9 million and 0.3 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 June 30, 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 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

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, 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:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

(4)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 Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Current wording

Employer Solutions Results of Operations for the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025

Previous 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.

Current wording

Employer Solutions revenue was$511 million for the three months ended June 30, 2026 as compared to$528 million for the prior year period. The overall decrease of $17 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 Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Current wording

Gross Profit to Adjusted Gross Profit Reconciliation for the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025

Previous 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.

Current wording

Employer Solutions gross profit was $142 million for the three months ended June 30, 2026 compared to $176 million for the prior year period. The decrease of $34 million was primarily driven by lower revenues. Employer Solutions adjusted gross profit decreased $29 million for the three months ended June 30, 2026 to $176 million from $205 million in the prior year period, primarily driven by lower revenues.

Previous 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.

Current wording

Cash provided by operating activities - continuing operations was $152 million for the six months ended June 30, 2026 as compared to $159 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities - continuing operations was primarily due to lower gross profit partially offset by changes in our net working capital requirements.

Previous 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.

Current wording

Free cash flow was $101 million for the six months ended June 30, 2026 and was consistent with the prior year period primarily due to a decrease in cash provided from operations, offset by lower capital expenditures.

Previous wording

amount of $1,980 million, which mature in 2028. In addition, we have a $330 million revolving credit facility with a maturity date of May 31, 2030, As of March 31, 2026, no amounts were borrowed or outstanding under our revolving credit facility agreement.

Current wording

As of June 30, 2026, we had outstanding long-term debt in the form of term loans for an aggregate principal amount of $1,976 million, which will mature in 2028. In addition, we have a $330 million revolving credit facility with a maturity date of May 31, 2030. As of June 30, 2026, no amounts were borrowed or outstanding under our revolving credit facility agreement.

Previous 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.

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. The Company's 1-for-20 Reverse Stock Split, effective June 30, 2026, did not impact the total dollar amount of remaining share repurchase authorization under the program.

Previous 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.

Current wording

During the three and six months ended June 30, 2026, the Company did not repurchase any shares of Class A Common Stock. As of June 30, 2026, the total remaining amount authorized for repurchase was $216 million.

Previous 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.

Current wording

Cash provided by operating activities was $152 million for the six months ended June 30, 2026 as compared to $159 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities was primarily due to lower gross profit partially offset by changes in our net working capital requirements.

Previous 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.

Current wording

Cash used in investing activities was $51 million for the six months ended June 30, 2026 as compared to cash used in investing activities of $57 million for the six months ended June 30, 2025. The decrease in cash used in investing activities was primarily driven by lower capital expenditures.

Previous 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.

Current wording

Cash used in financing activities for the six months ended June 30, 2026 was $173 million as compared to cash used in financing activities of $242 million for the six months ended June 30, 2025. The primary drivers of cash used in financing activities for the six months ended June 30, 2026 were $136 million of TRA payments, a $15 million net decrease in fiduciary liabilities, $9 million of finance lease payments and $10 million of debt repayments. The decrease in fiduciary cash was primarily due to timing of client funding and subsequent disbursement of payments.

Previous 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.

Current wording

At June 30, 2026, our cash and cash equivalents were $215 million, a decrease of $58 million from December 31, 2025. Of the total balances of cash and cash equivalents as of June 30, 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

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 Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $233 million and $248 million at June 30, 2026 and December 31, 2025, respectively.

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. 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.

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 six months ended June 30, 2026, consistent with the TRA agreement, the Company paid $136 million, representing what it considered the undisputed amount. The Company is vigorously contesting 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 six months ended June 30, 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

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”.

Current wording

Our material contractual obligations include debt, non-cancellable contractual service, 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”.

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. 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.

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 $50 million, $75 million, and $37 million for the remainder of 2026 and the years ended 2027 and 2028, respectively, and none thereafter, totaling $162 million.
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Current report — wording carried from elsewhere

There was nogain or loss related to the change in the fair value of financial instruments for the three months ended June 30, 2026 compared to a loss of $28 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.

Current report — wording carried from elsewhere

Interest expense increased$2 million for the three months ended June 30, 2026 as compared to the prior year period. The increase was due to higher interest expense net of swaps.

Current report — wording carried from elsewhere

Revenues were $1,045 million for the six months ended June 30, 2026 as compared to $1,076 million for the prior year period. The decrease of $31 million, or 2.9%, was driven by lower Net Commercial Activity, partially offset by higher project revenue. The Company continues to experience the impact from prior year client losses and lower bookings, which has impacted revenue growth and is expected to continue to impact revenue growth during the remainder of fiscal year 2026.

Current report — wording carried from elsewhere

Depreciation and amortization expenses increased by $10 million, or 18.9%, as compared to the prior year period, primarily driven by capitalized software.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Change in Fair Value of Financial Instruments

Current report — wording carried from elsewhere

Change in Fair Value of Tax Receivable Agreement

Current report — wording carried from elsewhere

The change in the fair value of the TRA resulted in a gain of $65 million for thesix months ended June 30, 2026, an increase of $97 million compared to a loss of $32 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 report — wording carried from elsewhere

Under the terms of the TSA 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 six months ended June 30, 2026, we recorded $1 million of income for services performed under the TSA. For the six months ended June 30, 2025, we recorded $18 million for services performed under the TSA. TSA income is recorded in Other (income) expense, net. The corresponding expenses were recognized in Cost of services, exclusive of depreciation and amortization, and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Current report — wording carried from elsewhere

Income (Loss) From Continuing Operations Before Taxes

Current report — wording carried from elsewhere

Income tax benefit was $16 million for the six months ended June 30, 2026, as compared to an income tax benefit of $6 million for the prior year period. The effective tax rate of 36% for the six months ended June 30, 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 1% for the six months ended June 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. See Note 7, “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Current report — wording carried from elsewhere

Employer Solutions revenue was$1,045 million for the six months ended June 30, 2026 as compared to $1,076 million for the prior year period. The overall decrease of $31 million was primarily driven bydecreases in Net Commercial Activity, partially offset by an increase in project revenue.
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Previous report — wording carried elsewhere

Cost of Services, exclusive of Depreciation and Amortization

Previous report — wording carried elsewhere

Cost of Services, exclusive of Depreciation and Amortization

Previous report — wording carried elsewhere

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:

Previous report — wording carried elsewhere

As of March 31, 2026, we had outstanding long-term debt in the form of term loans for an aggregate principal

Previous report — wording carried elsewhere

Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $239 million and $248 million at March 31, 2026 and December 31, 2025, respectively.