# Alight, Inc. / Delaware (ALIT) Informational only - not investment advice. CIK: 0001809104 SIC: 7389 Services-Business Services, NEC SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7389 Services-Business Services, NEC](/industry/7389/) Latest 10-K filed: 2026-02-24 SEC page: https://www.sec.gov/edgar/browse/?CIK=1809104 Filing source: https://www.sec.gov/Archives/edgar/data/1809104/000162828026011108/alit-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2262000000 | USD | 2025 | 2026-02-24 | | Net income | -3097000000 | USD | 2025 | 2026-02-24 | | Assets | 4568000000 | USD | 2025 | 2026-02-24 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001809104.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 2,552,000,000 | 2,728,000,000 | | 2,207,000,000 | 2,386,000,000 | 2,332,000,000 | 2,262,000,000 | | Net income | | | -35,000,000 | -62,000,000 | -345,000,000 | -157,000,000 | -3,097,000,000 | | Operating income | 265,000,000 | 147,000,000 | | -94,000,000 | -81,000,000 | -90,000,000 | -3,090,000,000 | | Gross profit | | | | 686,000,000 | 810,000,000 | 794,000,000 | 765,000,000 | | Diluted EPS | | | -0.08 | -0.14 | -0.70 | -0.29 | -5.87 | | Operating cash flow | | | | 286,000,000 | 386,000,000 | 252,000,000 | 360,000,000 | | Capital expenditures | | | | 131,000,000 | 140,000,000 | 121,000,000 | 110,000,000 | | Dividends paid | | | | 0.00 | 0.00 | 21,000,000 | 86,000,000 | | Share buybacks | | | | 12,000,000 | 40,000,000 | 167,000,000 | 65,000,000 | | Assets | | 6,956,000,000 | 10,988,000,000 | 11,235,000,000 | 10,782,000,000 | 8,193,000,000 | 4,568,000,000 | | Liabilities | | 6,273,000,000 | 6,060,000,000 | 6,146,000,000 | 6,040,000,000 | 3,880,000,000 | 3,522,000,000 | | Stockholders' equity | | 683,000,000 | 4,140,000,000 | 4,439,000,000 | 4,462,000,000 | 4,309,000,000 | 1,044,000,000 | | Cash and cash equivalents | | 506,000,000 | 372,000,000 | 228,000,000 | 324,000,000 | 343,000,000 | 273,000,000 | | Free cash flow | | | | 155,000,000 | 246,000,000 | 131,000,000 | 250,000,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | | -2.81% | -14.46% | -6.73% | -136.91% | | Operating margin | 10.38% | 5.39% | | -4.26% | -3.39% | -3.86% | -136.60% | | Return on equity | | | -0.85% | -1.40% | -7.73% | -3.64% | -296.65% | | Return on assets | | | -0.32% | -0.55% | -3.20% | -1.92% | -67.80% | | Liabilities / equity | | 9.18 | 1.46 | 1.38 | 1.35 | 0.90 | 3.37 | | Current ratio | | 1.25 | 1.16 | 1.20 | 1.27 | 1.42 | 1.31 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001809104.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.10 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.08 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | -0.14 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 806,000,000 | -67,000,000 | -0.14 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 813,000,000 | -48,000,000 | -0.10 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 960,000,000 | -162,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 559,000,000 | -114,000,000 | -0.21 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 538,000,000 | 23,000,000 | 0.04 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 555,000,000 | -74,000,000 | -0.14 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 680,000,000 | 8,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 548,000,000 | -25,000,000 | -0.05 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 528,000,000 | -1,073,000,000 | -2.03 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 533,000,000 | -1,067,000,000 | -2.02 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 653,000,000 | -932,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 534,000,000 | -19,000,000 | -0.04 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1809104/000162828026030596/alit-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-05 Report date: 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. 29 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. 30 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. 31 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 t [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-Looking Statements’ for certain cautionary information regarding forward-looking statements and ‘Risk Factors’ in Item 1A. of this Annual Report for a list of factors that could cause actual results to differ materially from those predicted in those statements. This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. generally accepted accounting principles (“U.S. GAAP”), and these provide a measure against which our businesses may be assessed in the future. Our methods of calculating these measures may differ from those used by other companies and therefore comparability may be limited. These financial measures should be viewed in addition to, not in lieu of, the consolidated financial statements for the year ended December 31, 2025. See ‘Non-GAAP Financial Measures’ below for further discussion. 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 December 31, 2025, 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 December 31, 2025. 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%. The Company incurred higher operating expenses in 2024 as a result of professional fees paid in conjunction with the Transaction. 32 EXECUTIVE SUMMARY OF FINANCIAL RESULTS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Alight. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, which is incorporated herein by reference. The following table sets forth our historical results of operations for the periods indicated below: Year Ended December 31, (in millions) 2025 2024 2023 Revenue $ 2,262  $ 2,332  $ 2,386  Cost of services, exclusive of depreciation and amortization 1,386  1,442  1,504  Depreciation and amortization 111  96  72  Gross Profit 765  794  810  Operating Expenses Selling, general and administrative 435  585  590  Depreciation and intangible amortization 296  299  301  Goodwill impairment 3,124  —  —  Total Operating expenses 3,855  884  891  Operating Income (Loss) From Continuing Operations (3,090) (90) (81) Other (Income) Expense (Gain) Loss from change in fair value of financial instruments (1) (57) 10  (Gain) Loss from change in fair value of tax receivable agreement (93) 34  118  Interest expense 92  103  131  Other (income) expense, net (26) (22) (3) Total Other (income) expense, net (28) 58  256  Income (Loss) From Continuing Operations Before Taxes (3,062) (148) (337) Income tax expense (benefit) 16  (8) (20) Net Income (Loss) From Continuing Operations (3,078) (140) (317) Net Income (Loss) From Discontinued Operations, Net of Tax (21) (19) (45) Net Income (Loss) (3,099) (159) (362) Net income (loss) attributable to noncontrolling interests (2) (2) (17) Net Income (Loss) Attributable to Alight, Inc. $ (3,097) $ (157) $ (345) 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. 33 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. Goodwill impairment Goodwill impairment consists of charges relating to Goodwill. We review goodwill for impairment annually on October 1st and more frequently if events or changes in circumstances indicate that an impairment may exist. If the carrying value of the reporting unit exceeds its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. (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 Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Revenue Revenues were $2,262 million for the year ended December 31, 2025 as compared to $2,332 million for the prior year. The decrease of $70 million, or 3.0%, was driven by lower Net Commercial Activity and lower project revenue. The Company experienced lower than expected bookings and larger than anticipated losses from contract renewals during the year ended December 31, 2025, which impacted revenue growth and is also expected to impact revenue growth in fiscal year 2026. 34 Recurring revenues for the year ended December 31, 2025 decreased by $27 million, or 1.3%, from $2,135 million in the prior year to $2,108 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 $56 million, or 3.9%, for the year ended December 31, 2025 as compared to the prior year. The decrease was primarily driven by a decrease in lower revenue and savings realized in conjunction with productivity initiatives, partially offset by an increase in compensation . Depreciation and Amortization Depreciation and amortization expenses increased by $15 million, or 15.6%, for the year ended December 31, 2025 as compared to the prior year, primarily driven by capitalized software. Selling, General and Administrative Selling, general and administrative expenses decreased $150 million, or 25.6%, for the year ended December 31, 2025 as compared to the prior year. The decrease was driven by lower professional fees incurred related to the sale and separation of the Divested Business, a reduction in stock based compensation expense and productivity savings, partially offset by an increase in compensation expense. Depreciation and Intangible Amortization Depreciation and intangible amortization expenses decreased by $3 million, or 1.0%, for the year ended December 31, 2025 as compared to the prior year. Goodwill Impairment During the year ended December 31, 2025, the Company identified indicators of impairment and recorded a $3,124 million non-cash impairment charge for the period. There was no impairment recognized for the year ended December 31, 2024. See Note 6 "Goodwill and Intangible assets, net" within the Consolidated Financial Statements within Item 8 of this Annual Report for additional information. Change in Fair Value of Financial Instruments There was a $1 million gain related to the change in the fair value of financial instruments for the year ended December 31, 2025 compared to a gain of $57 million for the prior year, primarily due to the $50 million write down of our Additional Seller Note in the year ended December 31, 2025, partially offset by a gain on remeasurement of the Seller Earnout. 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 Consolidated Financial Statements within Item 8 of this Annual Report 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 $93 million for the year ended December 31, 2025, an increase of $127 million compared to a loss of $34 million for the prior year. 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 decreased $11 million for the year ended December 31, 2025, as compared to the prior year. The decrease was primarily due to the partial repayment of debt in the prior year and the opportunistic repricing of our 2028 term loan, partially offset by the Company's hedges and lower interest income. See Note 8, “Debt” within the Consolidated Financial Statements within Item 8 of this Annual Report for additional information. Other (Income) Expense, net Under the terms of the TSA as described in Note 4, "Discontinued Operations" within the Consolidated Financial Statements within Item 8 of this Annual Report, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $26 million and $19 million for services performed under the TSA for the years ended December 31, 2025 and 2024, respectively, in Other (income) expense, net. The corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Consolidated Statement of Comprehensive Income (Loss). 35 Income (Loss) From Continuing Operations Before Taxes Loss from continuing operations before taxes was $3,062 million for the year ended December 31, 2025 as compared to a loss from continuing operations before taxes of $148 million for the year ended December 31, 2024. The increase in loss was primarily attributable to the $3,124 million non-cash goodwill impairment charge and the non-operating fair value remeasurements of financial instruments, partially offset by lower selling, general and administrative expenses, a change in fair value remeasurements of the tax receivable agreement and lower interest expense as a result of the debt pay down. Income Tax Expense (Benefit) Income tax expense was $16 million for the year ended December 31, 2025, as compared to an income tax benefit of $8 million for the prior year. The effective tax rate of (1)% for the year ended December 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, changes in valuation allowance, and certain non-recurring items, including non-deductible goodwill impairment. The effective tax rate of 5% for the year ended December 31, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7, “Income Taxes” within the Consolidated Financial Statements within Item 8 of this Annual Report for additional information. In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. After considering impacts associated with the Company’s valuation allowance for the year ended December 31, 2025, the impact was immaterial for the year ended December 31, 2025. The Company will continue to monitor any developments and guidance related to the OBBBA. 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, including goodwill impairment charges, that we do not consider in the evaluation of ongoing operational performance, is a 36 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: Year Ended December 31, (in millions, except share and per share amounts) 2025 2024 2023 Numerator: Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1) $ (3,076) $ (138) $ (300) Conversion of noncontrolling interest (2) (2) (17) Intangible amortization 281  280  281  Share-based compensation 19  76  139  Transaction and integration expenses (2) 16  82  29  Restructuring 55  63  73  (Gain) Loss from change in fair value of financial instruments (1) (57) 10  (Gain) Loss from change in fair value of tax receivable agreement (93) 34  118  Goodwill impairment and other (3) 3,128  8  1  Tax effect of adjustments (4) (61) (85) (100) Adjusted Net Income From Continuing Operations $ 266  $ 261  $ 234  Denominator: Weighted average shares outstanding - basic 527,567,685 539,861,208 489,461,259 Dilutive effect of the exchange of noncontrolling interest units — 510,237 — Dilutive effect of RSUs — — — Weighted average shares outstanding - diluted 527,567,685 540,371,445 489,461,259 Exchange of noncontrolling interest units(5) 506,234 518,412 44,569,341 Impact of unvested RSUs(6) 7,617,889 7,325,106 10,080,390 Adjusted shares of Class A Common Stock outstanding - diluted(7)(8) 535,691,808 548,214,963 544,110,990 Basic (Net Loss) Earnings Per Share From Continuing Operations $ (5.83) $ (0.25) $ (0.61) Diluted (Net Loss) Earnings Per Share From Continuing Operations $ (5.83) $ (0.25) $ (0.61) Adjusted Diluted Earnings Per Share From Continuing Operations $ 0.50  $ 0.48  $ 0.43  (1)Excludes the impact of discontinued operations. (2)Transaction and integration expenses primarily relate to acquisitions and divestiture activities. (3)Goodwill impairment and other primarily includes $3,124 million non-cash goodwill impairment charges for the year ended December 31, 2025. (4)Income tax effects have been calculated based on statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement. (5)Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement. (6)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes. 37 (7)Excludes two tranches of contingently issuable seller earnout shares: (i) 7.5 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is $12.50 for any 20 trading days within a consecutive period of 30 trading days; (ii) 7.5 million shares will be issued if the Company's Class A Common Stock VWAP is $15.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration. (8)Excludes approximately 0.7 million, 10.9 million, and 27.4 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance conditions as of December 31, 2025, 2024, and 2023, 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, including goodwill impairments, that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows: Year Ended December 31, (in millions) 2025 2024 2023 Net Income (Loss) From Continuing Operations $ (3,078) $ (140) $ (317) Interest expense 92  103  131  Income tax expense (benefit) 16  (8) (20) Depreciation 126  115  92  Intangible amortization 281  280  281  EBITDA From Continuing Operations (2,563) 350  167  Share-based compensation 19  76  139  Transaction and integration expenses (1) 16  82  29  Restructuring 55  63  73  (Gain) Loss from change in fair value of financial instruments (1) (57) 10  (Gain) Loss from change in fair value of tax receivable agreement (93) 34  118  Goodwill impairment and other (2) 3,128  8  1  Adjusted EBITDA From Continuing Operations (3) $ 561  $ 556  $ 537  Revenue $ 2,262  $ 2,332  $ 2,386  Adjusted EBITDA Margin From Continuing Operations (4) 24.8 % 23.8 % 22.5 % (1)Transaction and integration expenses primarily relate to acquisition and divestiture activities. (2)Goodwill impairment and other primarily includes $3,124 non-cash goodwill impairment charges for the year ended December 31, 2025. (3)Adjusted EBITDA excludes the impact of discontinued operations. (4)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue. Revenue Disaggregation and Gross Profit Adjusted gross profit is defined as revenue less cost of services adjusted for depreciation, amortization and share-based compensation. Adjusted gross profit margin percent is defined as adjusted gross profit divided by revenue. Management uses adjusted gross profit and adjusted gross profit margin percent as key measures in making financial, operating and planning decisions and in evaluating our performance. We believe that presenting adjusted gross profit and 38 adjusted gross profit margin percent is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods. Employer Solutions Results of Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Revenue Year Ended December 31, ($ in millions) 2025 2024 2023 Employer Solutions Revenue Recurring $ 2,108  $ 2,135  $ 2,141  Project 154  197  219  Total Employer Solutions Revenue $ 2,262  $ 2,332  $ 2,360  Employer Solutions revenue was $2,262 million for the year ended December 31, 2025 as compared to $2,332 million for the prior year. The overall decrease of $70 million was primarily driven by decreases in net commercial activity and lower project revenue. We experienced annual revenue retention rates of 94% and 95% in 2025 and 2024, respectively. Gross Profit to Adjusted Gross Profit Reconciliation for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Year Ended December 31, (in millions) 2025 2024 2023 Gross Profit $ 765  $ 794  $ 810  Add: stock-based compensation 7  14  30  Add: depreciation and amortization 111  96  72  Adjusted Gross Profit $ 883  $ 904  $ 912  Gross Profit Margin 33.8  % 34.0  % 33.9  % Adjusted Gross Profit Margin 39.0  % 38.8  % 38.2  % Employer Solutions gross profit was $765 million for the year ended December 31, 2025 compared to $794 million for the prior year. The decrease of $29 million was driven by lower revenues and an increase in compensation expense, partially offset by productivity savings. Employer Solutions adjusted gross profit decreased $21 million for the year ended December 31, 2025 to $883 million from $904 million in the prior year, primarily driven by lower revenues and an increase in compensation expense, partially offset by productivity savings. 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. Year Ended December 31, (in millions) 2025 2024 2023 Non-GAAP free cash flow reconciliation: Cash provided by operating activities - continuing operations $ 360  $ 193  $ 247  Capital expenditures (110) (121) (140) Non-GAAP free cash flow $ 250  $ 72  $ 107  Net cash provided by operating activities was $360 million for the year ended December 31, 2025 as compared to $193 million for the year ended December 31, 2024. The increase in cash provided by operating activities was primarily due to lower separation costs incurred in conjunction with the sale and separation of the Divested Business and changes in our net working capital requirements. Net cash provided by operating activities was $193 million for the year ended December 31, 2024 as compared to $247 million for the year ended December 31, 2023. The decrease in cash provided by operating activities was primarily due to increased expenses related to the sale of the Divested Business. 39 Free cash flow was $250 million for the year ended December 31, 2025 compared to $72 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. Free cash flow was $72 million for the year ended December 31, 2024 compared to $107 million from the prior period. The decrease in free cash flow was primarily due to a decrease in cash provided from operations, offset by 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 currently anticipate 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 at least the next twelve months and for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements. Indebtedness As of December 31, 2025, we had outstanding long-term debt in the form of term loans for an aggregate principal amount of $1,985 million, which mature in 2028. In January 2025, we entered into Amendment No. 11 to our 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%. In May 2025, we entered into Amendment No. 12 to the Credit Agreement, which increased the aggregate principal amount of the revolving credit facility to $330 million and extended the maturity date to May 31, 2030. As of December 31, 2025, there were no borrowings outstanding under our revolving credit facility. Share Repurchases Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in August 2022 and does not have an expiration date. On February 13, 2025, the Company’s Board of Directors authorized the repurchase of up to an additional $200 million of our Class A Common Stock. As of December 31, 2025, the total remaining amount authorized for repurchase was $216 million. During the year ended December 31, 2025, we repurchased 13,881,417 shares of Class A Common Stock for an aggregate purchase price of $65 million under the share repurchase program. 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. Cash Dividends In 2024, our Board of Directors approved a quarterly dividend program. The following table provides information with respect to quarterly dividends on common stock during the years ended December 31, 2025 and 2024. Declaration Date Dividends Per Share Total Payment (in millions) Record Date Payable Date November 12, 2024 $0.04 $21 December 2, 2024 December 16, 2024 February 13, 2025 $0.04 $21 March 3, 2025 March 17, 2025 April 30, 2025 $0.04 $22 June 2, 2025 June 16, 2025 July 23, 2025 $0.04 $22 September 2, 2025 September 15, 2025 November 5, 2025 $0.04 $21 December 1, 2025 December 15, 2025 40 On February 19, 2026, the Company announced it will replace 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 Consolidated Balance Sheets as of December 31, 2025 and 2024, 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. Year Ended December 31, (in millions) 2025 2024 2023 Cash provided by operating activities - continuing operations $ 360  $ 193  $ 247  Cash provided by (used in) investing activities - continuing operations (123) 847  (139) Cash used for financing activities - continuing operations (298) (1,096) (144) Operating Activities Net cash provided by operating activities was $360 million for the year ended December 31, 2025 compared to $193 million for the year ended December 31, 2024. The increase in cash provided by operating activities was primarily due to decreased expenses related to the sale of the Payroll and Professional Services business and changes in net working capital requirements. Investing Activities Cash used in investing activities was $123 million for the year ended December 31, 2025 compared to cash provided by investing activities of $847 million for the prior year. The decrease in cash provided by investing activities was primarily driven by net proceeds from the sale of the Divested Business, partially offset by a decrease in capital expenditures. Financing Activities Cash used in financing activities for the year ended December 31, 2025 was $298 million as compared to cash used in financing activities of $1,096 million in the prior year. The primary drivers of cash used for financing activities were $100 million of TRA payments, $86 million of dividend payments, $65 million of share repurchases, $22 million of finance lease payments, $20 million of debt repayments, and $12 million of shares/units withheld in lieu of taxes, partially offset by a $9 million net increase in fiduciary liabilities. The increase in fiduciary cash was primarily due to timing of client funding and subsequent disbursement of payments. Cash, Cash Equivalents and Fiduciary Assets At December 31, 2025, our continuing operations cash and cash equivalents were $273 million, a decrease of $70 million from December 31, 2024. Of the total balances of cash and cash equivalents as of December 31, 2025 and 2024, 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 Consolidated Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $248 million and $239 million at December 31, 2025 and 2024, 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 this Annual Report. 41 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. For the year ended December 31, 2025, we paid $100 million related to the TRA. As of December 31, 2025, we expect to make payments of approximately $156 million in 2026, subject to finalization through the procedures set forth in the TRA, and less than $1 million in 2027. 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 in discussions to resolve this matter. If a resolution is not reached timely, the parties will proceed through the dispute mechanisms as set forth in the TRA agreement. The Company intends to vigorously contest the TRA Representative's assertions in the Objection Notice. If the TRA 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 $20 million above the Company's current estimate of $156 million. The Objection Notice does not address the Company's current 2027 Tax Benefit Payments estimate. Contractual Obligations and Commitments For the year ended December 31, 2025, the Company had various obligations and commitments outstanding including debt of $2,005 million, operating leases of $67 million, finance leases of $47 million and purchase obligations of $242 million. Over the twelve months ending December 31, 2026, we expect to pay $20 million, $17 million, $16 million and $83 million for our debt, operating leases, finance leases and purchase obligations, respectively. For further information of each these obligations, refer to the Consolidated Financial Statements within Item 8 of this Annual Report, Note 8, “Debt”, Note 19, “Lease Obligations” and Note 20, “Commitments and Contingencies” within the Consolidated Financial Statements within Item 8 of this Annual Report. During 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company, through 2029. As of December 31, 2025, the non-cancellable services obligation totaled $247 million, with $123 million expected to be paid over the twelve months ending December 31, 2026. We may terminate certain elements of the arrangement with Wipro with cause or for our 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. Critical Accounting Estimates These consolidated financial statements conform to U.S. GAAP, which 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 revenue and expenses during the reporting period. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. The areas that we believe include critical accounting policies are revenue recognition, goodwill and accounting for the TRA. The critical accounting policies discussed below involve making difficult, subjective or complex accounting estimates that could have a material effect on our financial condition and results of operations. Different estimates that we could have used, or changes in estimates that are reasonably likely to occur, may have a material effect on our results of operations and financial condition. Revenue Recognition 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. Substantially all of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. On occasion, we may be entitled to a fee based on achieving certain performance criteria or contract milestones. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. The Company capitalizes incremental costs to obtain and fulfill contracts with a customer that are expected to be recovered. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of 42 the underlying customer relationships. For further discussion, see Note 3, “Revenue from Contracts with Customers” within the Consolidated Financial Statements within Item 8 of this Annual Report. Tax Receivable Agreement 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). We record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock of Alight, Inc. Liabilities resulting from these exchanges are recorded on a gross undiscounted basis and are not remeasured at fair value. During the year ended December 31, 2025, an immaterial TRA liability was established as a result of these exchanges. 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 $664 million TRA liability balance at December 31, 2025 assumes: (i) a blended U.S. federal, state and local income tax rate of 26.5%; (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 7.4%, which was determined based on benchmark rates of a similar duration. A hypothetical increase of 75 bps in the discount rate assumption used for fiscal year 2025 would result in a decrease of approximately $21 million in our TRA liability, while a hypothetical decrease of 75 bps in the discount rate assumption used for fiscal year 2025 would result in an increase of approximately $23 million in our TRA liability. The calculations used to derive such payments are subject to review by the TRA Parties. Goodwill Goodwill for each reporting unit is tested for impairment annually as of October 1, or more frequently if there are indicators that a reporting unit may be impaired. Accounting Standard Codification 350, Intangibles and Other ("ASC 350") states that an optional qualitative impairment assessment can be performed to determine whether an impairment is more likely than not by considering various factors such as macroeconomic and industry trends, reporting unit performance and overall business changes. If inconclusive evidence results from the qualitative impairment test, a quantitative assessment is performed where the Company determines the fair value of the reporting units by using a combination of the present value of expected future cash flows and a market approach based on earnings multiple data from peer companies using unobservable level 3 inputs. If an impairment is identified, an impairment is recorded by the amount that the carrying value exceeds the fair value for each reporting unit as a non-recurring fair value measurement. While the future cash flows are consistent with those that are used in our internal planning process inclusive of long-term growth assumptions, estimating cash flows requires significant judgment. Future changes to our projected cash flows can vary from the cash flows eventually realized, which may have a material impact on the outcomes of future goodwill impairment tests. The Company uses a weighted average cost of capital that represents the blended average required rate of return for equity and debt capital based on observed market return data and company-specific risk factors. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. During the second quarter of 2025, we concluded that there were interim indicators of impairment in the Health Solutions reporting unit and recorded a non-cash goodwill impairment charge of $983 million, which was included in the accompanying Consolidated Statements of Comprehensive Income (Loss) within the Consolidated Financial Statements within Item 8 of this Annual Report for the year ended December 31, 2025. During the third quarter of 2025, we evaluated for interim indicators of impairment and concluded the sustained decline in our stock price coupled with a reduction in future expected financial performance were indicators of impairment. The reduction of future expected financial performance was driven by lower Net Commercial Activity (which reflects items such as client wins and losses), including lower than expected bookings and larger than anticipated losses from contract renewals which is expected to impact revenue growth. 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. A discount rate of 11.25% and a long-term growth rate of 3.5% were utilized for our Health Solutions and Wealth Solutions reporting units in the determination of fair value. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. As a result, the Company recorded non-cash goodwill impairment charges of $1,293 million in the Health Solutions reporting unit and $45 million in the Wealth Solutions reporting unit, which were also included in the accompanying Consolidated Statements of 43 Comprehensive Income (Loss) within the Consolidated Financial Statements within Item 8 of this Annual Report for the year ended December 31, 2025. On October 1, 2025, the Company performed its annual goodwill impairment assessment in accordance with ASC 350. We evaluated the potential for goodwill impairment by considering macroeconomic conditions, industry and market conditions, cost factors, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units. We also considered our overall market performance discretely as well as in relation to our peers. Given the third quarter test was performed as of September 30, 2025, we determined that the fair value of each reporting unit equaled the carrying value as of October 1, 2025. Subsequent to our October 1, 2025 annual impairment test, we evaluated the macroeconomic, industry and market conditions to determine whether there had been any significant changes. The Company concluded that the sustained decline in our stock price coupled with an incremental reduction in future expected financial performance were indicators of impairment that did not exist as of October 1, 2025. As part of this process, the Company identified a goodwill impairment in its Health Solutions reporting unit and recorded an $803 million non-cash goodwill impairment charge, which is included in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2025. We utilized a discount rate of 11.75% and a long-term growth rate of 3.5% for our Health Solutions and Wealth Solutions reporting units in the determination of fair value. The Company's Wealth Solutions reporting unit estimated fair value exceeded its carrying value by 16.6%, or approximately $77 million. A hypothetical 25-basis point increase in the discount rate or a hypothetical 50-basis point decrease in the long-term growth rate would still provide the Company with an excess fair value over its carrying value of 14.5%, or approximately $67 million, in the Company's Wealth Solutions reporting unit. At December 31, 2025, our Health Solutions reporting unit had no goodwill and our Wealth Solutions reporting unit had $83 million of goodwill. Long-Lived Asset Impairment The Company reviews its long-lived assets, including finite-lived intangible assets, for recoverability whenever indicators of impairment exist. The Company's long-lived assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other assets and liabilities. In determining whether an impairment of long-lived assets has occurred, the Company considers both qualitative and quantitative factors. The quantitative analysis involves estimating the undiscounted future cash flows directly related to that asset group and comparing the resulting value against the carrying value of the asset group. If the carrying value of the asset group is greater than the sum of the undiscounted future cash flows, an impairment loss is recognized for the difference between the carrying value of the asset group and its estimated fair value. We did not record impairment charges for any of our long-lived assets or finite-lived intangibles during the year ended December 31, 2025.