Alight, Inc. / Delaware

1. Basis of Presentation and Nature of Business

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation.

On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we”, “us”, “our” or the “Successor”). As of September 30, 2026, Alight owned approximately 99% of the economic interest in the Predecessor, had 100% of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1% as of September 30, 2026.

On July 12, 2024, the Company, completed the sale (the “Transaction”) of Alight's Payroll & HCM Outsourcing business (the "Divestiture" or "Divested Business") within the Employer Solutions segment. As a result of this agreement, the results of the Company’s Payroll and Professional Services businesses are reported separately as discontinued operations, net of tax, in our condensed consolidated financial statements for all periods presented.

Reverse Stock Split

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 New York Stock Exchange ("NYSE") under the existing symbol (ALIT) when the market opened on Wednesday, July 1, 2026.

As of the Effective Time, every 20 issued and outstanding shares of Alight’s Class A Common Stock, Class B non-voting common stock (including Class B-1 Common Stock and Class B-2 Common Stock), and Class V Common Stock was reclassified into one issued and outstanding share of Alight’s Class A Common Stock, Class B non-voting common stock (including Class B-1 Common Stock and Class B-2 Common Stock), and Class V Common Stock, respectively. Additionally, the total number of shares Alight is authorized to issue and number of authorized shares of Class A Common Stock, Class B non-voting common stock (including Class B-1 Common Stock, Class B-2 Common Stock and Class B-3 Common Stock), Class V Common Stock and Class Z non-voting common stock (including the Class Z-A Common Stock, Class Z-B-1 Common Stock and Class Z-B-2 Common Stock) was correspondingly decreased. 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.

No fractional shares were issued as a result of the Reverse Stock Split. Stockholders otherwise entitled to receive a fractional share as a result of the Reverse Stock Split received a cash payment in an amount equal to the fair value thereof as of the Effective Time (as determined by the Board and without interest) in lieu of such fractional shares. The Company's total stockholders' equity and the par value of each class and series of the Company’s common stock did not change as a result of the Reverse Stock Split.

All issued and outstanding common stock, authorized share, share price, weighted average shares outstanding, earnings (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.

Nature of Business

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

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

2. Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and from our Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

Use of Estimates

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

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

New Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Expense Disaggregation Disclosures (Topic 220), which requires disclosure in the notes to financial statements of specified information about certain costs and expenses. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance may be applied retrospectively or prospectively. The Company is currently evaluating the standard to determine the impact of adoption on its condensed consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Accounting for and Disclosure of Software Costs, which improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. Moving forward, the amendments will require an entity to capitalize software costs when a set of two criteria are met. This guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively, using a modified transition approach, or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption on its condensed consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which aims to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, entities can apply the amendments either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption on its condensed consolidated financial statements and disclosures.

3. Revenue from Contracts with Customers

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

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

Administrative Services

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

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

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

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

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

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

Other Contracts

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

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

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

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

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

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

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

Contract Costs

Costs to obtain a Contract

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

Costs to fulfill a Contract

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

4. Discontinued Operations

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

As of September 30, 2026, the Company concluded that the 2025 financial performance threshold specified in the Purchase Agreement had not been met, as such the Additional Seller Note will not be issued. This does not impact the issuance of the Seller Note.

In conjunction with the Divestiture, the Company entered into a Transition Services Agreement (the "TSA") with the Buyer. The TSA outlines the terms under which the Company would provide certain reimbursable post-closing services to support the business on a transitional basis for an initial period of up to 18 months, with the option to extend for an additionalsix months. As of September 30, 2026, the Company is no longer providing the majority of services originally agreed upon in the TSA.

TSA services income was less than $1 million and $7 million for the three months ended September 30, 2026 and 2025, respectively, and was $1 million and $25 million for the nine months ended September 30, 2026 and 2025, respectively, and was recognized in Other (income) expense, net, with the corresponding expenses recorded in Cost of services, exclusive of depreciation and amortization, and Selling, general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Pass-through costs of approximately $2 million and $4 million for the three months ended September 30, 2026 and 2025, respectively, and $4 million and $34 million for the nine months ended September 30, 2026 and 2025, respectively, were incurred under the TSA, which were netted against the equal and offsetting reimbursement amounts due from the Divested Business.

Revenue earned from customer care commercial services provided to the Divested Business was $8 million and $9 million for the three months ended September 30, 2026 and 2025, respectively, and $25 million and $33 million for the nine months ended September 30, 2026 and 2025, respectively.

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

The Company concluded that it controlled a portion of the Divested Business services subsequent to separation as a result of certain shared contractual relationships that had not been legally assigned as of September 30, 2026. As such, the Company determined it was the principal for these services and, therefore, the Company recorded $3 million and $3 million for the three months ended September 30, 2026 and 2025, respectively, and $8 million and $40 million for the nine months ended September 30, 2026 and 2025, respectively, of Revenue and Cost of services, exclusive of depreciation and amortization, on a gross basis within Net Income (Loss) from Discontinued Operations, Net of Tax, in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

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

5. Other Financial Data

Condensed Consolidated Balance Sheets Information

Receivables, net

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

Other current assets

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

Other assets

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

The current and non-current portions of deferred project costs relate to costs to obtain and fulfill contracts (see Note 3, “Revenue from Contracts with Customers”). Total amortization expense related to deferred project costs was $9 million and $8 million for the three months ended September 30, 2026 and 2025, respectively, and $31 million and $21 million for the nine months ended September 30, 2026 and 2025, respectively, and was recorded in Cost of services, exclusive of depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The interest rate swap balances in Other current assets as of September 30, 2026 and December 31, 2025 were $2 million and $5 million, respectively. As of September 30, 2026 and December 31, 2025, there wereno interest rate swap balances in Other assets (see Note 13 “Derivative Financial Instruments” for additional information). As of September 30, 2026 and December 31, 2025, the balances in Other assets included $47 million and $42 million, respectively, related to the Seller Note.

Other current liabilities

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

Other liabilities

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

The current and non-current portions of deferred revenue relate to consideration received in advance of performance under client contracts. During the nine months ended September 30, 2026 and 2025, revenue of approximately $85 million and $69 million was recognized that was recorded as deferred revenue at the beginning of each period, respectively.

Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There wasno interest rate swap balance in Other current liabilities as of September 30, 2026. The interest rate swap balance in Other current liabilities as of December 31, 2025 was $1 million. There wereno interest rate swaps recorded in Other liabilities as of both September 30, 2026 and December 31, 2025 (see Note 13, “Derivative Financial Instruments” for additional information).

6. Goodwill and Intangible Assets, Net

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

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

Amortization expense from finite-lived intangible assets for the three months ended September 30, 2026 and 2025 was $70 million and $70 million, respectively. Amortization expense from finite-lived intangible assets for the nine months ended September 30, 2026 and 2025 was $210 million and $211 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of September 30, 2026 and December 31, 2025 (in millions, except for years):

Subsequent to September 30, 2026, the annual amortization expense is expected to be as follows (in millions):

7. Income Taxes

The Company’s effective tax rates for the three months ended September 30, 2026 and 2025 were 27% and 16%, respectively. The Company's effective tax rates for the nine months ended September 30, 2026 and 2025 were 30% and 9%, respectively. The effective tax rates for each of the three and nine months ended September 30, 2026 were higher than the 21% U.S. statutory corporate income tax rate, primarily driven by changes in valuation allowance, the Company’s non-deductible expenses, and state income taxes. The effective tax rates for each of the three and nine months ended September 30, 2025 were lower than the 21% U.S. statutory corporate income tax rate, primarily driven by the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items including non-deductible goodwill impairment.

8. Debt

Debt outstanding consisted of the following (in millions):

(1)The net balance for the Seventh Incremental Term Loans included unamortized debt issuance costs at September 30, 2026 and December 31, 2025 of approximately$4 million and $5 million, respectively.

Term Loan

In January 2025, the Company entered into Amendment No. 11 to its credit agreement, dated as of May 1, 2017 (as amended from time to time, the "Credit Agreement") with a syndicate of lenders to establish a new class of Seventh

Incremental Term Loans with an aggregate principal amount of $2,030 million and to reprice the outstanding Sixth Incremental Term Loans due August 31, 2028 by reducing the applicable rate from SOFR +2.25% to SOFR +1.75%.

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

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

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

Revolving Credit Facility

In August 2021, the Company entered into a $294 million revolving credit facility with a maturity date of August 31, 2026. In March 2023, the Company amended and upsized the revolving credit facility to $300 million and updated the benchmark reference rate from LIBOR to Term SOFR. In May 2025, the Company entered into Amendment No. 12 to the Credit Agreement, which increased the aggregate principal amount of its revolving credit facility to $330 million and extended the maturity date to May 31, 2030. At September 30, 2026, animmaterial amount of unused letters of credit related to insurance policies were issued under the revolving credit facility and there wereno outstanding borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During each of the three and nine months ended September 30, 2026, the Company made immaterial payments related to these fees. During thethree months ended September 30, 2025, the Company didnot make payments related to these fees. During the nine months ended September 30, 2025, the Company made payments related to these fees of$1 million.

Financing Fees, Premiums and Interest Expense

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

Total interest expense related to the debt instruments for the three months ended September 30, 2026 and 2025 was $29 million and$32 million, respectively. Total interest expense related to the debt instruments for the nine months ended September 30, 2026 and 2025 was $85 million and$96 million, respectively. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss) and is net of interest rate swap derivative gains recognized and interest income.

Principal Payments

Aggregate remaining contractual principal payments as of September 30, 2026 are as follows (in millions):

9. Stockholders' Equity

As disclosed in Note 1, “Basis of Presentation and Nature of Business”, on June 10, 2026, the Company's Board of Directors determined to effectuate a 1-for-20 Reverse Stock Split of outstanding shares of the Company's Class A Common Stock, Class B-1 Common Stock, Class B-2 Common Stock and Class V Common Stock.

As a result of the Reverse Stock Split, the Company proportionately decreased the number of authorized shares of Class A Common Stock from 1,000,000,000 to 50,000,000, Class B non-voting common stock from 30,000,000 to 1,500,000 (representing 500,000 shares of Class B-1 Common Stock,500,000 shares of Class B-2 Common Stock, and 500,000 shares of Class B-3 Common Stock), Class V Common Stock from 175,000,000 to 8,750,000, and Class Z non- voting common stock from 12,900,000 to 645,000 (representing 575,000 shares of Class Z-A Common Stock,35,000 shares of Class Z-B-1 Common Stock, and 35,000 shares of Class Z-B-2 Common Stock). The Reverse Stock Split did not affect the Company’s authorized number of shares of preferred stock.

Additionally, in connection with the Reverse Stock Split, and as required by the limited liability company agreement of Alight Holdings, Alight Holdings effectuated a contemporaneous reverse split with respect to its outstanding units by amending its limited liability company agreement. All issued and outstanding common stock, authorized share, share price, weighted average shares outstanding, earnings (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.

Preferred Stock

As of September 30, 2026,1,000,000 preferred shares, par value $0.0001 per share, were authorized andno preferred shares were issued and outstanding.

Class A Common Stock

As of September 30, 2026,26,439,615 shares of Class A Common Stock were outstanding. On July 2, 2024, all remaining shares of the previously unvested Class A Common Stock became fully vested. Holders of shares of Class A Common Stock are entitled toone vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends declared by the Company’s Board of Directors.

Class B Common Stock

Upon the Closing Date of the Business Combination, certain equity holders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 749,978 Class B instruments to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equity holders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unit holders”) received Class B common units of Alight Holdings.

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

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

Class B-1

As of September 30, 2026,247,733 shares of Class B-1 Common Stock were legally issued and outstanding. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $250.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $250.00 per share valuation on a diluted basis).

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

As of September 30, 2026,127,256 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $250.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $250.00 per share valuation on a diluted basis).

Class B-2

As of September 30, 2026,247,733 shares of Class B-2 Common Stock were legally issued and outstanding. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $300.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $300.00 per share valuation on a diluted basis).

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

As of September 30, 2026,127,256 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $300.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $300.00 per share valuation on a diluted basis).

Class B-3

As of September 30, 2026,500,000 shares of Class B-3 Common Stock, par value $0.0001, were authorized. There wereno shares of Class B-3 Common Stock issued and outstanding as of September 30, 2026.

Class V Common Stock

As of September 30, 2026,22,968 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled toone vote per share and have no economic rights. The Class V Common Stock is held on a 1-for-1 basis with Class A Units in Alight Holdings held by Continuing Unit holders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock.

Class Z Common Stock

As of September 30, 2026, there wereno outstanding shares or units of Class Z Common Stock. Upon the Closing Date of the Business Combination, Class Z instruments were issued to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unit holders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equity holders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equity holders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and vested in connection with any such forfeiture.

Class A Units

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

The Continuing Unit holders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of September 30, 2026, there were 26,462,583 Class A Units outstanding, of which 26,439,615 were held by the Company and 22,968 were held by the noncontrolling interest of the Company.

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

Share Repurchase Program

On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase issued and outstanding shares of Class A Common Stock from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. 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.

During the three and nine months ended September 30, 2026, the Company didnot repurchase any shares of Class A Common Stock. As of September 30, 2026, the total remaining amount authorized for repurchase was $216 million. Repurchased shares are reflected as Treasury Stock on the Condensed Consolidated Balance Sheets as a component of equity.

The following table reflects the changes in our outstanding stock:

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

Dividends

On February 19, 2026, the Company announced it replaced its cash dividend on its Class A common stock, par value $0.0001 per share, with other capital allocation activities, including deleveraging the balance sheet and continuing our share repurchase program, subject to market and other conditions.

Accumulated Other Comprehensive Income

As of September 30, 2026, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision.

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

10. Share-Based Compensation

As described in Note 1, “Basis of Presentation and Nature of Business”, the Company's share-based compensation awards presented herein have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split.

Omnibus Incentive Plan

The Company has an active equity incentive plan, the Alight, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), under which the Company has been authorized to grant share-based awards to key employees and non-employee directors, which consist primarily of time-based restricted stock units ("RSUs") and performance and market condition share units ("PRSUs"). Under this plan, for grants issued during the nine months ended September 30, 2026, approximately 50% of the units are subject to time-based vesting requirements and approximately 50% are subject to additional performance or market condition vesting requirements. As of September 30, 2026, there were 5,908,275 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. RSU and PRSU nonvested share-based payment awards contain rights to receive forfeitable dividends and therefore are not participating securities.

Restricted Share Units and Performance Share Units

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

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

The weighted-average grant-date fair value per share of RSUs and PRSUs granted during each of the nine months ended September 30, 2026 and 2025 were approximately $15.65 and $115.20, and $16.92 and $121.80, respectively.

The following table summarizes the RSU and PRSU activity during the nine months ended September 30, 2026:

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

Share-based Compensation Expense

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

As of September 30, 2026, total future compensation expense related to unvested RSUs was $36 million, which will be recognized over a remaining weighted-average amortization period of approximately 2.17 years. As of September 30, 2026, total future compensation expense related to unvested PRSUs was $16 million, which will be recognized over a remaining weighted-average amortization period of approximately 3.29 years.

Employee Stock Purchase Plan

In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of asix-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1% nor greater than 10% of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares may be purchased at a discount of up to 15% of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. As of September 30, 2026, there were 1,246,385 remaining shares available for grant and 271,310 shares issued under the ESPP. The amount of share-based compensation expense related to the ESPP wasimmaterial for the three and nine months ended September 30, 2026, which was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). The amount of share-based compensation expense related to the ESPP was $0.3 million and $0.8 million for three and nine months ended September 30, 2025, respectively, which was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

11. Earnings Per Share

As described in Note 1, “Basis of Presentation and Nature of Business”, the number of shares and per share amounts presented herein have been retrospectively adjusted to reflect the 1-for-20 Reverse Stock Split for all periods presented.

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

In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of September 30, 2026, the Seller Earnouts were excluded from the diluted earnings per share calculations.

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

For the three and nine months ended September 30, 2026,22,968 units related to noncontrolling interests and 2,232,131 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition,749,978 shares related to the Seller Earnouts and 2,069,613 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.

For the three and nine months ended September 30, 2025,25,505 units related to noncontrolling interests and 414,480 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition,749,978 shares related to the Seller Earnouts and 60,548 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.

12. Segment Reporting

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

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

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

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

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

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

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

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

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

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

13. Derivative Financial Instruments

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

Interest Rate Swaps

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

During the three and nine months ended September 30, 2026, we did not execute any new interest rate swaps. Our interest rate swaps have been designated as cash flow hedges.

Financial Instrument Presentation

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

The Company estimates that approximately$2 million of derivative gains included in Accumulated other comprehensive income as of September 30, 2026 will be reclassified into earnings over the next twelve months.

14. Financial Instruments

Seller Earnouts

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

The portion of the Seller Earnouts related to employee compensation was accounted for as share-based compensation. As all employee compensation associated with the Seller Earnouts was vested on July 2, 2024, no portion of the Seller Earnout as of September 30, 2026 was accounted for as share-based compensation. See Note 10, “Share-Based Compensation” for additional information.

As of September 30, 2026, all of the remaining Seller Earnouts were accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This liability is subject to remeasurement at each balance sheet date. At each of September 30, 2026, and December 31, 2025, the fair value of the Seller Earnouts wasimmaterial. For the three and nine months ended September 30, 2026, there wasno gain or loss recognized as a result of the fair value remeasurement of the Seller Earnouts. For the three and nine months ended September 30, 2025, the fair value remeasurement of the Seller Earnouts resulted in a gain of$19 million and$49 million, respectively. Gains or losses related to the remeasurement of Seller Earnouts are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

The fair value of the Class B-1 and B-2 Seller Earnouts is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16, "Fair Value Measurement"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 44.70%, risk-free interest rate of 3.48%, expected holding period of 1.76 years, dividend participation, and probability assessments based on the likelihood of reaching the performance targets defined in the Business Combination. A decrease in the risk-free interest rate or expected volatility would result in a decrease in the fair value measurement of the Seller Earnouts and vice versa.

As discussed in Note 9, “Stockholders’ Equity”, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders on July 2, 2024, all Class Z instruments were ultimately settled resulting in the re-allocation of the forfeited compensatory Class A, Class B-1 and Class B-2 instruments. The Class Z instruments were also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments did not meet the criteria for classification within equity. The fair value of the Class Z-A contingent consideration was determined using the ending share price as of the last day of each quarter until settlement on July 2, 2024, resulting in the issuance of 0.1 million shares of Class A common stock and units at the$141.80 stock price on that date (in each case, as adjusted for the Reverse Stock Split).

At September 30, 2026 and December 31, 2025, the Class Z-A contingent consideration wasno longer outstanding. For the three and nine months ended September 30, 2026, and 2025, the Company didnot record any losses or gains from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss) as a result of the forfeiture of unvested management equity that was ultimately re-allocated to the holders of Class Z instruments on July 2, 2024. See Note 9, “Stockholders’ Equity” for additional information regarding these instruments.

15. Tax Receivable Agreement

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

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.

The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at September 30, 2026 assumes: (i) a blended U.S. federal, state and local income tax rateof 26.6%; (ii) the latest estimates in taxable income inclusive of the OBBBA, which was enacted into law in the U.S. in July 2025; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 9.3%.

Subsequent to the Business Combination, we record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value on a recurring basis. During the nine months ended September 30, 2026, and 2025, there were no significant exchanges. As such, no material additional TRA liability was established as a result of the exchanges. As of September 30, 2026, $234 million of the TRA liability was measured at fair value on a recurring basis and $214 million was undiscounted and not remeasured at fair value. During the first quarter of 2026, the Company received an Objection Notice from the TRA Party Representative with respect to certain methodology used to prepare a 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 proceeded by responding to the Objection Notice through the dispute mechanisms as set forth in the TRA. During the nine months ended September 30, 2026, consistent with the TRA, the Company paid $136 million, representing what it considered the undisputed amount owed pursuant to the TRA (the “Undisputed Amount”). In October 2026, the TRA Party Representative asserted that the Company may be obligated to pay approximately $65 million above the Undisputed Amount, plus interest as further detailed in the TRA (the “October 2026 Communication”). The Company disagrees with, and is vigorously contesting, the TRA Party Representative's assertions in both the Objection Notice and the October 2026 Communication. If the TRA Party Representative nonetheless prevails in its position or the Company resolves the dispute consensually, the Company would be obligated to increase its 2026 Tax Benefit Payments by up to $65 million above the Undisputed Amount, plus interest as further detailed in the TRA. The Objection Notice and the October 2026 Communication do not address the Company's current 2027 Tax Benefit Payments estimate.

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

16. Fair Value Measurement

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

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

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

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

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

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

Derivatives

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

Additional Disclosures Regarding Fair Value Measurements

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

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

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

During each of the nine months ended September 30, 2026 and 2025, there wereno transfers in or out of the Level 1, Level 2 or Level 3 classifications.

17. Restructuring

Transformation Program

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

Post-Separation Plan

On May 6, 2025, the Audit Committee of the Board of Directors of the Company approved a program (the “Post-Separation Plan” or “PSP”) intended to further optimize our operations following the sale of the Divested Business in July 2024. The PSP includes simplifying our post-divestiture operating model, rationalizing our technology spend, expanding our use of artificial intelligence and automation and continued optimization of real estate. In light of evolving business conditions identified during the second quarter of 2026, we now expect to record approximately $115 million in pre-tax restructuring costs and extend the duration of the PSP, which includes primarily cash severance payments and other restructuring cash payments and charges related to technology spend, professional services and optimization of real estate. The Company estimates an annual savings of up to $90 million after the PSP is completed. The PSP commenced in the second quarter of 2025 and is now expected to be substantially completed by the end of fiscal year 2026. These charges are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

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

(1)Other restructuring costs primarily include data center exit costs, optimization of real estate, third-party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. For the nine months ended September 30, 2026 and September 30, 2025, the Company recorded a $4 million and $9 million loss on abandonment for certain facilities, respectively. For the three months ended September 30, 2026 and September 30, 2025, the Company didnot record any right of use asset impairments. The related liabilities will be satisfied under the original terms of the lease, unless buy-outs can be negotiated.

As of September 30, 2026, approximately $10 million of the Company's total severance and related benefits restructuring liability was unpaid and recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

18. Employee Benefits

Defined Contribution Savings Plans

Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the three months ended September 30, 2026 and 2025, expenses were $5 million and $6 million, respectively. For the nine months ended September 30, 2026 and 2025, expenses were $19 million and $20 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

19. Commitments and Contingencies

Legal Matters

The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded on the Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025 were not significant.

Putative Private Securities Class Action

On March 16, 2026, a putative private securities class action lawsuit was filed in the U.S. District Court for the Northern District of Illinois against the Company, its former Chief Executive Officer and Vice Chair of the Board of Directors, David D. Guilmette, and its former Chief Financial Officer, Jeremy J. Heaton, on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). Claims in the Securities Class Action include (i) alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and (ii) alleged violations of Section 20(a) of the Exchange Act against the Company and/or David D. Guilmette and Jeremy J. Heaton. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning the Company’s growth potential, ability to execute on business plans, financial stability, and the sustainability of its recently initiated dividend program. On October 8, defendants filed a motion to dismiss the amended complaint for failure to state a claim. The Company intends to defend against the lawsuit vigorously. The lawsuit is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.

Three shareholder derivative complaints were filed in the U.S. District Court for the Northern District of Illinois, on April 20, May 15, and June 10, 2026, against nominal defendant Alight Inc.; its former Chief Executive Officer, David D. Guilmette; its former Chief Financial Officer, Jeremy J. Heaton; and eleven current and former members of the Alight Board. Along with alleged violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act and Rule 10b-5 thereunder, premised on similar allegations to those in the Securities Class Action, Plaintiffs seek to recover for alleged breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment and/or contribution. On June 30, 2026, the actions were consolidated and, on July 21, 2026, the consolidated action was stayed pending a ruling on the motion to dismiss in the Securities Class Action. The Company intends to defend against the consolidated action vigorously. The consolidated action is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.

Guarantees and Indemnifications

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

Purchase Obligations

In March 2024, the Company entered into an agreement with a third-party provider in the ordinary course of business for the use of certain cloud services. Under this agreement, the Company is committed to purchase services totaling $250 million over a 5-year term. The Company’s total expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services is $25 million, $80 million, $62 million, and $17 million for the remainder of 2026 and the years ending 2027, 2028, and 2029, respectively andnone thereafter, totaling $184 million.

Service Obligations

On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. Effective April 1, 2025, the Company executed Amendment No. 2 which adjusted the mix of services provided by Wipro. 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 $25 million, $75 million, and $37 million for the remainder of 2026 and the years ending 2027 and 2028, respectively, andnone thereafter, totaling $137 million.

20. Subsequent Event

On October 1, 2026, the Company acquired all of the issued and outstanding securities of Abett Inc. ("Abett"), a privately held company. The acquisition is intended to enhance Alight's benefits intelligence capabilities. Abett will become part of our Health Solutions reporting unit. Because the acquisition closed after September 30, 2026, it is a non-recognized subsequent event; accordingly, no assets acquired or liabilities assumed have been recognized in these condensed consolidated financial statements. This acquisition will be accounted for as a business combination and is not expected to have a material impact to the Company's results of operations, financial position, or cash flows. Transaction costs associated with the acquisition were not significant.