Alight, Inc. (ALIT) — Agentic Tribune

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-05-05 (period ending 2026-03-31).

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes which are included elsewhere in this Quarterly Report on Form 10-Q and with the Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially as a result of the factors discussed in "Item 1A. Risk Factors" in our Annual Report. See "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.

BUSINESS

Overview

Alight is 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.

We aim to be the pre-eminent employee experience partner by providing personalized experiences that help employees make the best decisions for themselves and their families about their health, wealth and wellbeing. At the same time, we help employers tackle their biggest people and business challenges by helping them understand prevalence, trends and risks to generate better outcomes for the future, such as improved employee productivity and retention, while also realizing a return on their people investment. Our data, analytics and AI allow us to deliver actionable insights that drive measurable outcomes, such as healthcare claims savings, for companies and their people.

Business Combination

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 March 31, 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 March 31, 2026.

Divestiture

On July 12, 2024, the Company, completed the previously announced sale (the “Transaction”) of the “Divested Business” entities affiliated with H.I.G. Capital, L.L.C. (collectively, “Buyer”), pursuant to the terms of the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of March 20, 2024. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million, and an initial fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and an initial fair value of $43 million as of July 12, 2024 to be issued by the Note Issuer. The Seller Note has a stated interest rate of 8.0% which is expected to mature in July 2030.

EXECUTIVE SUMMARY OF FINANCIAL RESULTS

The following table sets forth our historical results of operations for the periods indicated below:

	Three Months Ended March 31,
(in millions)		2026		2025
Revenue		$	534	$	548
Cost of services, exclusive of depreciation and amortization		347		351
Depreciation and amortization		31		26
Gross Profit		156		171
Operating Expenses
Selling, general and administrative		105		104
Depreciation and intangible amortization		73		75
Total Operating expenses		178		179
Operating Income (Loss) From Continuing Operations		(22)		(8)
Other (Income) Expense
(Gain) Loss from change in fair value of financial instruments		—		(8)
(Gain) Loss from change in fair value of tax receivable agreement		(19)		9
Interest expense		24		22
Other (income) expense, net		(1)		(11)
Total Other (income) expense, net		4		12
Income (Loss) From Continuing Operations Before Taxes		(26)		(20)
Income tax expense (benefit)		(7)		(3)
Net Income (Loss) From Continuing Operations		(19)		(17)
Net Income (Loss) From Discontinued Operations, Net of Tax		—		(8)
Net Income (Loss)		(19)		(25)
Net income (loss) attributable to noncontrolling interests		—		—
Net Income (Loss) Attributable to Alight, Inc.		$	(19)	$	(25)

REVIEW OF RESULTS

Key Components of Our Continuing Operations

Revenue

Our clients’ demand for our services ultimately drives our revenues. We generate primarily all of our revenue, which is highly recurring, from fees for services provided from contracts across all solutions, which is primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). Our contracts typically have three to five-year terms for ongoing services with mutual renewal options. The majority of the Company’s revenue is recognized over time when control of the promised services is transferred, and the customers simultaneously receive and consume the benefits of our services. Payment terms are consistent with industry practice. We calculate growth rates for each of our solutions in relation to recurring revenues and revenues from project work. One of the components of our growth in recurring revenues is the increase in net commercial activity which reflects items such as client wins and losses (“Net Commercial Activity”). We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide. We use annual revenue retention rates as an important measure to manage our business. We calculate annual revenue retention on a gross basis by identifying the clients from whom we generated revenue in the prior year and determining what percentage of that revenue is generated from those same clients for the same solutions in the subsequent year.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization includes compensation-related and vendor costs directly attributable to client-related services and costs related to application development and client-related infrastructure.

Depreciation and Amortization

Depreciation and amortization expenses include the depreciation and amortization related to our hardware, software and application development. Depreciation and amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware, software and application development.

Selling, General and Administrative

Selling, general and administrative expenses include compensation-related costs for administrative and management employees, system and facilities expenses, and costs for external professional and consulting services.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses consist of charges relating to the depreciation of the property and equipment used in our business and the amortization of acquired customer-related and contract based intangible assets and technology related intangible assets. Depreciation and intangible amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware and other equipment as well as amortization expense associated with future acquisitions.

(Gain) Loss from Change in Fair Value of Financial Instruments

(Gain) loss from change in fair value of financial instruments includes the impact of the revaluation to fair value at the end of each reporting period for the Seller Earnouts contingent consideration and the Additional Seller Note.

(Gain) Loss from Change in Fair Value of Tax Receivable Agreement

(Gain) loss from change in fair value of Tax Receivable Agreement ("TRA") includes the impact of the revaluation to fair value at the end of each reporting period.

Interest Expense

Interest expense primarily includes interest expense related to our outstanding debt and, is net of interest rate swap derivative gains recognized and interest income.

Other (Income) Expense, net

Other (income) expense, net includes non-operating expenses and income, including realized (gains) and losses from remeasurement of foreign currency transactions, and Transition Services Agreement (the "TSA") income for providing various corporate services to the Divested Business.

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

Revenue

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.

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.

Cost of Services, exclusive of Depreciation and Amortization

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.

Depreciation and Amortization

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

Selling, General and Administrative

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.

Depreciation and Intangible Amortization

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

Change in Fair Value of Financial Instruments

There was no gain or loss related to the change in the fair value of financial instruments for the three 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 Statements for additional information.

Change in Fair Value of Tax Receivable Agreement

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 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.

Interest Expense

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.

Other (Income) Expense, net

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).

Income (Loss) From Continuing Operations Before Taxes

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.

Income Tax Expense (Benefit)

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.

Non-GAAP Financial Measures

The presentation of non-GAAP financial measures is used to enhance our management and stakeholders understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. Management also uses supplemental non-GAAP financial measures to manage and evaluate the business, make planning decisions, allocate resources and as performance measures for Company-wide bonus 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 measures referred to as “adjusted”, have limitations as analytical tools, and such measures should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Some of the limitations are:

•Measure does not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;

•Measure does not reflect our interest expense or the cash requirements to service interest or principal payments on our indebtedness;

•Measure does not reflect our tax expense or the cash requirements to pay our taxes, including payments related to the Tax Receivable Agreement;

•Measure does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often need to be replaced in the future, and the adjusted measure does not reflect any cash requirements for such replacements; and

•Other companies may calculate adjusted measures differently, limiting its usefulness as a comparative measure.

Adjusted Net Income From Continuing Operations and Adjusted Diluted Earnings Per Share From Continuing Operations

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.

Adjusted Diluted Earnings Per Share From Continuing Operations is defined as Adjusted Net Income From Continuing Operations divided by the adjusted weighted-average number of shares of common stock, diluted. The adjusted weighted shares calculation assumes the full exchange of the non-controlling interest units and the full amount of non-vested time-based restricted units that were determined to be antidilutive and therefore excluded from the U.S. GAAP diluted earnings per share. Adjusted Diluted Earnings Per Share From Continuing Operations, including the adjusted weighted-average number of shares, is used by us and our investors to evaluate our core operating performance and to benchmark our operating performance against our competitors.

A reconciliation of Adjusted Net Income (Loss) From Continuing Operations and the computation of Adjusted Diluted Earnings Per Share From Continuing Operations is as follows:

	Three Months Ended March 31,
(in millions, except share and per share amounts)	2026		2025
Numerator:
Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1)	$	(19)	(17)
Conversion of noncontrolling interest	—		—
Intangible amortization	70		71
Share-based compensation	4		6
Transaction and integration expenses (2)	4		3
Restructuring	12		4
(Gain) Loss from change in fair value of financial instruments	—		(8)
(Gain) Loss from change in fair value of tax receivable agreement	(19)		9
Other	1		1
Tax effect of adjustments (3)	(18)		(17)
Adjusted Net Income From Continuing Operations	$	35	$	52
Denominator:
Weighted average shares outstanding - basic	524,744,108		532,297,681
Dilutive effect of the exchange of noncontrolling interest units	—		—
Dilutive effect of RSUs	—		—
Weighted average shares outstanding - diluted	524,744,108		532,297,681
Exchange of noncontrolling interest units(4)	484,358		510,115
Impact of unvested RSUs(5)	36,198,801		8,464,404
Adjusted shares of Class A Common Stock outstanding - diluted(6)(7)	561,427,267		541,272,200
Basic (Net Loss) Earnings Per Share From Continuing Operations	$	(0.04)	$	(0.03)
Diluted (Net Loss) Earnings Per Share From Continuing Operations	$	(0.04)	$	(0.03)
Adjusted Diluted Earnings Per Share From Continuing Operations	$	0.06	$	0.10

__________________________________________________________

(1)Excludes the impact of discontinued operations.

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

(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.

(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.

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

(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.

(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.

Adjusted EBITDA From Continuing Operations and Adjusted EBITDA Margin From Continuing Operations

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

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:

	Three Months Ended March 31,
(in millions)	2026			2025
Net Income (Loss) From Continuing Operations	$	(19)		$	(17)
Interest expense	24			22
Income tax expense (benefit)	(7)			(3)
Depreciation	34			30
Intangible amortization	70			71
EBITDA From Continuing Operations	102			103
Share-based compensation	4			6
Transaction and integration expenses (1)	4			3
Restructuring	12			4
(Gain) Loss from change in fair value of financial instruments	—			(8)
(Gain) Loss from change in fair value of tax receivable agreement	(19)			9
Other	1			1
Adjusted EBITDA From Continuing Operations (2)	$	104		$	118
Revenue	$	534		$	548
Adjusted EBITDA Margin From Continuing Operations (3)	19.5		%	21.5		%

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

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

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

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

Revenue Disaggregation

	Three Months Ended March 31,
($ in millions)		2026		2025
Employer Solutions Revenue
Recurring		$	498	$	520
Project		36		28
Total Employer Solutions Revenue		$	534	$	548

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.

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

Adjusted gross profit is defined as revenue less cost of services adjusted for depreciation, amortization and share-based compensation. Adjusted gross profit margin percent is defined as adjusted gross profit divided by revenue. Management uses adjusted gross profit and adjusted gross profit margin percent as key measures in making financial, operating and planning decisions and in evaluating our performance. We believe that presenting adjusted gross profit and

adjusted gross profit margin percent is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods.

	Three Months Ended March 31,
(in millions)	2026			2025
Gross Profit	$	156		$	171
Add: stock-based compensation	2			3
Add: depreciation and amortization	31			26
Adjusted Gross Profit	189			$	200
Gross Profit Margin	29.2		%	31.2		%
Adjusted Gross Profit Margin	35.4		%	36.5		%

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.

Free Cash Flow Reconciliation

Free Cash Flow is defined as cash provided by operating activities net of capital expenditures. Management believes that free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments and for certain other activities such as dividends and stock repurchases.

	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Non-GAAP free cash flow reconciliation:
Cash provided by operating activities - continuing operations	$	79	$	73
Capital expenditures	(26)		(29)
Non-GAAP free cash flow	$	53	$	44

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.

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.

LIQUIDITY AND CAPITAL RESOURCES

Executive Summary

Our primary sources of liquidity include our existing cash and cash equivalents, cash flows from operations and availability under our revolving credit facility. Our primary uses of liquidity are operating expenses, funding of our debt requirements and capital expenditures.

We believe that our available cash and cash equivalents, cash flows from operations and availability under our revolving credit facility will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, payments on our TRA and anticipated working capital requirements for the foreseeable future. We will continue to closely monitor and proactively manage our liquidity position in consideration of the evolving economic outlook and changing interest rate environment.

Indebtedness

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

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.

Share Repurchases

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.

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.

Cash 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.

Cash on our balance sheet includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown in Fiduciary assets on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, with a corresponding amount in Fiduciary liabilities. Fiduciary funds are not used for general corporate purposes and are not a source of liquidity for us.

The following table provides a summary of cash flows from continuing operating, investing, and financing activities for the periods presented.

	Three Months Ended March 31,
(in millions)	2026		2025
Cash provided by operating activities - continuing operations	$	79	$	73
Cash provided by (used in) investing activities - continuing operations	(26)		(29)
Cash used for financing activities - continuing operations	(156)		(176)

Operating Activities

Investing Activities

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.

Financing Activities

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.

Cash, Cash Equivalents and Fiduciary Assets

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.

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 $239 million and $248 million at March 31, 2026 and December 31, 2025, respectively.

Other Liquidity Matters

Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. For further information, see the “Risk Factors” section within Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026.

Tax Receivable Agreement

In connection with the Business Combination, we entered into the TRA with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and 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. 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.

Contractual Obligations and Commitments

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”.

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.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes from the Critical Accounting Estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to "Critical Accounting Estimates" described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our Annual Report.

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holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Next expected filings

~2026-08-04 10-Q expected by 2026-08-08 (in 50 days)
~2026-11-05 10-Q expected by 2026-11-09 (in 143 days)
~2027-02-23 10-K expected by 2027-02-24 (in 253 days)
~2027-05-04 10-Q expected by 2027-05-08 (in 323 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-06-04 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2026-05-05 8-K Earnings Release; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2026-05-05 10-Q Quarterly Report
2026-04-27 DEF 14A Proxy Statement
2026-04-16 PRE 14A Preliminary Proxy Statement
2026-03-27 8-K Delisting Notice; Regulation FD Disclosure; Financial Statements and Exhibits
2026-03-26 8-K Officer/Director Change
2026-02-27 8-K Officer/Director Change
2026-02-24 10-K Annual Report
2026-02-19 8-K Earnings Release; Other Events; Financial Statements and Exhibits
2026-01-22 8-K Officer/Director Change
2025-12-18 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2025-12-09 8-K Officer/Director Change
2025-11-24 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2025-11-06 10-Q Quarterly Report

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