What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-02 compared with 2026-04-03 · 130 added, 99 removed, 319 unchanged (42% of the section changed)

6 unchanged sentences

Risks and uncertainties include, among other things:

risks related to general economic and geopolitical conditions and their effects on our clients’ businesses and demand for our services, including consumer demand, interest rates, inflation, the price of oil and other petroleum-based products, international tariffs and global trade policies, supply chains, the conflicts in the Middle East and Ukraine;

cyberattacks on the Company’s or its clients’ networks and information technology systems;

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damage to the company’s reputation through the actions or inactions of third parties;

changes in law, regulations, or regulatory guidance, or changes in their interpretation or enforcement, including changes in law and policy that restrict travel or visas between countries in which we have operations;

changes in law, regulations, or regulatory guidance, or changes in their interpretation or enforcement, including changes in law and policy that restrict offshoring or travel or visas between countries in which we have operations;

the operability of the Company’s communication services and information technology systems and networks;

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Our client contracts typically consist of a master services agreement, supported in most cases by multiple statements of work, which contain the terms and conditions of each contracted solution.

Our client contracts can range from less than one year to over five years in term and are subject to early termination by our clients for any reason, typically with 30 to 90 days’ notice.

Our client contracts can range from less than one year to over five years in term and are generally subject to early termination by our clients for any reason, typically with 30 to 90 days’ notice.

Our technology and services are generally characterized by flat unit prices.

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Our cost of revenue as a percentage of revenue has also fluctuated in the past, based primarily on our ability to achieve economies of scale, the management of our operating expenses, and the timing and costs incurred related to our acquisitions and investments.

For the three months ended February 28, 2026 and 2025, approximately 90% and 89%, respectively, of our consolidated revenue was generated from our non-U.S.

For the six months ended May 31, 2026 and 2025, approximately 90% and 89%, respectively, of our consolidated revenue was generated from our non-U.S.

operations, and approximately 52% and 55%, respectively, of our consolidated revenue was priced in U.S.

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Critical Accounting Policies and Estimates

During the three months ended February 28, 2026, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025.

Results of Operations – Three Months Ended February 28, 2026 and 2025

During the three and six months ended May 31, 2026, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025.

Results of Operations – Three and Six Months Ended May 31, 2026 and 2025

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Cost of revenue

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Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Industry vertical:

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Our solutions focus on customer engagement, process optimization, and back-office automation.

Our revenue increased by 5.4% for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Our revenue increased by 1.9% for the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

The increase in revenue resulted primarily from increases in revenue across our retail, travel and e-commerce, banking, financial services and insurance and other verticals offset by decreases in our technology and consumer electronics, healthcare and communications and media verticals.

Foreign currency exchange rates had a positive impact of $29.7 million, or 1.3%, on revenue growth for the period.

The favorable foreign currency rate impact on revenue was primarily due to the strengthening of the euro against the U.S.

Our revenue increased by 3.6% for the six months ended May 31, 2026, compared to the six months ended May 31, 2025.

The increase in revenue resulted primarily from increases in revenue across our retail, travel and e-commerce, banking, financial services and insurance, communications and media and other verticals offset by decreases in our technology and consumer electronics and healthcare verticals.

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The favorable foreign currency rate impact on revenue was primarily due to the strengthening of the euro against the U.S.

Revenue in our technology and consumer electronics vertical decreased by 3.4%, primarily due to decreases in revenue for certain larger clients in the vertical, partially offset by an increase in revenue with a larger client in the vertical.

For the three months ended May 31, 2026, revenue in our technology and consumer electronics vertical decreased by 5.8%, primarily due to decreases in revenue for certain larger clients in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 9.8%, primarily due to increases in revenue across the majority of clients in this vertical, including our largest clients in the vertical.

Revenue in our communications and media vertical decreased by 0.2%, primarily due to a decrease in revenue with a larger client in the vertical substantially offset by increases in revenue across the majority of clients in the vertical.

Revenue in our

banking, financial services and insurance vertical increased by 12.6%, primarily due to increases in revenue from the majority of clients in the vertical, including several of our largest clients in the vertical.

Revenue in our healthcare vertical decreased by 13.9%, primarily due to decreases in revenue from several larger clients in the vertical.

Revenue in our other vertical increased by 1.6%, primarily related to increases in revenue related to several larger clients in the vertical.

For the six months ended May 31, 2026, revenue in our technology and consumer electronics vertical decreased by 4.6%, primarily due to decreases in revenue for certain larger clients in the vertical, partially offset by an increase in revenue with a larger client in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 10.5%, primarily due to increases in revenue across the majority of clients in this vertical, including our largest clients.

Revenue in our communications and media vertical increased by 6.2%, primarily due to increases in revenue with several larger clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 15.4%, primarily due to increases in revenue from the majority of clients in the vertical, including our largest client.

Revenue in our communications and media vertical increased by 2.9%, primarily due to increases in revenue with the majority of clients in the vertical partially offset by a decrease in revenue with a larger client in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 14.0%, primarily due to increases in revenue from the majority of clients in the vertical, including several larger clients in the vertical.

Revenue in our healthcare vertical decreased by 9.7%, primarily due to decreases in revenue from several larger clients in the vertical.

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Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Cost of revenue

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Gross margins can be impacted by resource location, client mix and pricing, additional lead time for programs to be fully scalable, and transition and initial set-up costs.

Our cost of revenue increased by 8.9% in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Our cost of revenue increased by 4.5% in the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

Cost of revenue increased $9.0 million, or 0.6%, due to changes in foreign currency exchange rates, which was caused primarily by the strengthening of the euro and several other currencies against the U.S.

Cost of revenue also increased $15.1 million due to an increase in acquisition-related, integration and restructuring expenses, primarily related to severance expenses and employee-related costs as a result of the Company’s recent cost reduction initiatives.

Further increases in cost of revenue resulted due to increases in underlying revenue due to client volumes and wage increases across certain countries.

Our gross profit decreased by 0.7% in the three months ended February 28, 2026, compared to the three months ended February 28, 2025, primarily due to decreases in gross profit associated with underlying business and the increases in cost of revenue described above.

Cost of revenue also increased $32.1 million due to an increase in restructuring expenses, primarily related to severance expenses and employee-related costs as a result of the Company’s recent cost reduction initiatives.

Further increases in cost of revenue resulted due to wage increases across certain countries.

Our cost of revenue increased by 6.6% in the six months ended May 31, 2026, compared to the six months ended May 31, 2025.

Cost of revenue increased $62.7 million, or 2.0%, due to changes in foreign currency exchange rates, which was caused primarily by the strengthening of the euro and several other currencies against the U.S.

Cost of revenue also increased $47.2 million due to an increase in restructuring expenses, primarily related to severance expenses and employee-related costs as a result of the Company’s recent cost reduction initiatives.

Further increases in cost of revenue resulted due to wage increases across certain countries.

Our gross profit decreased by 2.9% in the three months ended May 31, 2026, compared to the three months ended May 31, 2025, primarily due to decreases in gross profit associated with underlying business.

These decreases were mainly due to increases in cost of revenue associated with severance and employee-related costs as previously described.

The decreases were partially offset by a net favorable foreign currency impact of $20.7 million on gross profit.

Our gross margin percentage for the three months ended February 28, 2026 decreased to 34.0% from 36.1% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross margin percentage for the three months ended May 31, 2026 decreased to 33.4% from 35.1% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 1.8% in the six months ended May 31, 2026, compared to the six months ended May 31, 2025, primarily due to decreases in gross profit associated with underlying business.

These decreases were mainly due to increases in cost of revenue associated with severance and employee-related costs as previously described.

The decreases were partially offset by a net favorable foreign currency impact of $49.1 million on gross profit.

Our gross margin percentage for the six months ended May 31, 2026 decreased to 33.7% from 35.6% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Selling, General and Administrative Expenses

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Selling, general and administrative expenses

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Selling, general and administrative expenses also include the cost of our global delivery facilities, utility expenses, hardware and software costs related to our technology infrastructure, legal and professional fees, depreciation on our technology and facility equipment, amortization of intangible assets resulting from acquisitions, marketing expenses, and acquisition-related, integration and restructuring expenses.

Our selling, general and administrative expenses increased by 6.4% in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Contributing to the increase over the prior year period was an increase of $28.7 million due to changes in foreign currency exchange rates and $5.9 million related to the loss on held for sale of a non-core business.

As a percentage of revenue, selling, general and administrative expenses increased from 29.0% in the first fiscal quarter of 2025 to 29.2% in the first fiscal quarter of 2026, primarily due to the changes previously described.

Our selling, general and administrative expenses increased by 4.0% in the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

Contributing to the increase over the prior year period was an increase of $8.1 million due to changes in foreign currency exchange rates and $16.6 million related to restructuring expenses.

As a percentage of revenue, selling, general and administrative expenses increased from 28.9% in the second fiscal quarter of 2025 to 29.6% in the second fiscal quarter of 2026, primarily due to the changes previously described.

Our selling, general and administrative expenses increased by 5.2% in the six months ended May 31, 2026, compared to the six months ended May 31, 2025.

Contributing to the increase over the prior year period was an increase of $36.8 million due to changes in foreign currency exchange rates, $18.3 million related to restructuring expenses and $6.9 million related to the loss on held for sale of a non-core business.

As a percentage of revenue, selling, general and administrative expenses increased from 29.0% in the second fiscal quarter of 2025 to 29.4% in the second fiscal quarter of 2026, primarily due to the changes previously described.

Operating Income

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Operating income

Operating margin

Our operating income decreased during the three months ended February 28, 2026, compared to the three months ended February 28, 2025, primarily due to the decrease in gross profit and the increase in selling, general and administrative expenses.

Our operating margin decreased during the three months ended February 28, 2026, compared to the three months ended February 28, 2025, primarily due to the decrease in gross margin and the increase in selling, general and administrative expenses as a percentage of revenue.

Our operating income decreased during the three and six months ended May 31, 2026, compared to the three and six months ended May 31, 2025, primarily due to the decrease in gross profit and the increase in selling, general and administrative expenses.

Our operating margin decreased during the three and six months ended May 31, 2026, compared to the three and six months ended May 31, 2025, primarily due to the decrease in gross margin and the increase in selling, general and administrative expenses as a percentage of revenue.

Interest Expense and Finance Charges, Net

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Interest expense and finance charges, net

Percentage of revenue

Amounts recorded in interest expense and finance charges, net consist primarily of interest expense on our senior notes, interest expense on term loan borrowings under our senior credit facility, interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”), and, for the three months ended February 28, 2025, interest expense on the promissory note issued by us to certain sellers in connection with our combination with Webhelp (the “Sellers’ Note”).

The increase in interest expense and finance charges, net for the three months ended February 28, 2026, compared to the three months ended February 28, 2025, was primarily related to debt extinguishment costs of $6.3 million associated with our early redemption of $600 million principal amount of our senior notes due in August 2026.

Amounts recorded in interest expense and finance charges, net consist primarily of interest expense on our senior notes, interest expense on term loan borrowings under our senior credit facility, interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”), and, for the three and six months ended May 31, 2025, interest expense on the promissory note issued by us to certain sellers in connection with our combination with Webhelp (the “Sellers’ Note”).

The decrease in interest expense and finance charges, net for the three months ended May 31, 2026, compared to the three months ended May 31, 2025, was primarily due to lower interest expenses due to less debt outstanding during the period in comparison to the prior year.

This decrease in interest expense included $8.4 million associated with the Sellers’ Note in the prior year period that did not recur in the current period as it was repaid in the fourth quarter of fiscal year 2025, partially offset by a net increase in interest expense associated with the Company’s remaining borrowings in comparison to the prior year period, primarily related to term loan borrowings.

The decrease in interest expense and finance charges, net for the six months ended May 31, 2026, compared to the six months ended May 31, 2025, was primarily due to lower interest expenses due to less debt outstanding during the period in comparison to the prior year.

This decrease in interest expense included $16.2 million associated with the Sellers’ Note in the prior year period that did not recur in the current period as it was repaid in the fourth quarter of fiscal year 2025, partially offset by an increase of $6.3 million associated with our early redemption of $600.0 million principal amount of our senior notes due in August 2026 and a net increase in interest expense associated with the Company’s remaining borrowings, primarily related to term loan borrowings.

Other Expense (Income), Net

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Other expense (income), net

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Amounts recorded as other expense (income), net primarily include foreign currency transaction gains and losses other than cash flow hedges, investment gains and losses, the non-service component of pension costs, other non-operating gains and losses, and changes in acquisition contingent consideration.

Other expense (income), net for the three months ended February 28, 2026 was an expense of $14.5 million, compared to income of $4.9 million for the three months ended February 28, 2025.

The change in other expense (income), net over the prior fiscal year period was primarily due to a year-over-year increase in net expense of $16.5 million related to net changes in foreign currency transaction gains (losses).

Other expense (income), net for the three months ended May 31, 2026 was income of $42.1 million, compared to an expense of $21.2 million for the three months ended May 31, 2025.

The change in other expense (income), net over the prior fiscal year period was primarily due to a year-over-year decrease in net expense of $55.8 million related to net changes in foreign currency transaction gains (losses) and a decrease in net expense of $9.2 million related to changes in acquisition contingent consideration.

Other expense (income), net for the six months ended May 31, 2026 was income of $27.6 million, compared to an expense of $16.3 million for the six months ended May 31, 2025.

The change in other expense (income), net over the prior fiscal year period was primarily due to a year-over-year decrease in net expense of $39.3 million related to net changes in foreign currency transaction gains (losses) and a decrease in net expense of $7.6 million related to changes in acquisition contingent consideration.

Provision for Income Taxes

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Provision for income taxes

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Our provision for income taxes consists of our current and deferred tax expense resulting from our income earned in domestic and international jurisdictions.

Our provision for income taxes decreased for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Our provision for income taxes increased for the three months ended May 31, 2026, compared to the three months ended May 31, 2025.

The increase in expense was primarily due to an increase in income before taxes and an increase in the effective tax rate.

The effective tax rate for the three months ended May 31, 2026 increased compared to the three months ended May 31, 2025, primarily due to certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.

Our provision for income taxes decreased for the six months ended May 31, 2026, compared to the six months ended May 31, 2025.

The decrease in expense was primarily due to a decrease in income before taxes and a decrease in the effective tax rate.

The effective tax rate for the three months ended February 28, 2026 decreased compared to the three months ended February 28, 2025, primarily due to certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.

The effective tax rate for the six months ended May 31, 2026 decreased compared to the six months ended May 31, 2025, primarily due to certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.

Certain Non-GAAP Financial Information

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• Adjusted EBITDA margin, which is adjusted EBITDA, as defined above, divided by revenue.

• Non-GAAP net income, which is net income excluding the tax-effected impact of acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, change in acquisition contingent consideration and foreign currency losses (gains), net.

• Non-GAAP net income, which is net income excluding the tax-effected impact of acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

Non-GAAP net income also excludes the income tax effect of certain tax law changes.

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For example, free cash flow and adjusted free cash flow do not incorporate payments for business acquisitions.

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax-effected impact of acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

Non-GAAP EPS also excludes the per share income tax effect of certain tax law changes.

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Additionally, intangible asset amortization expense typically fluctuates based on the size and timing of our acquisition activity.

Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments, which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with its current performance and to analyze underlying business performance and trends.

Accordingly, we believe excluding the amortization of intangible assets, along with the other non-GAAP adjustments, which neither relate to the ordinary course of our business nor reflect our underlying business performance, enhances our and our investors’ ability to compare our past financial performance with our current performance and to analyze underlying business performance and trends.

Intangible asset amortization excluded from the related non-GAAP financial measure represents the entire amount recorded within our GAAP financial statements, and the revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure.

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Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands, except per share amounts)

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Imputed interest related to Sellers’ Note included in interest expense and finance charges, net

Legal settlement costs (3)

Change in acquisition contingent consideration included in other expense (income), net

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Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands, except per share amounts)

4 unchanged sentences

Imputed interest related to Sellers’ Note included in interest expense and finance charges, net

Legal settlement costs (3)

Change in acquisition contingent consideration included in other expense (income), net

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Non-GAAP Diluted EPS

(1) For the three months ended February 28, 2026, acquisition-related, integration and restructuring expenses primarily included restructuring costs associated with the Company’s recent cost reduction initiatives, including severance and employee-related costs.

(1) For the three and six months ended May 31, 2026, acquisition-related, integration and restructuring expenses primarily included restructuring costs associated with the Company’s recent cost reduction initiatives, including severance and employee-related costs.

Restructuring expenses also included costs associated with facilities consolidation, including lease terminations.

For the three months ended February 28, 2025, acquisition-related, integration and restructuring costs primarily included integration costs associated with our combination with Webhelp and restructuring expenses.

These costs primarily include severance and employee-related costs, costs associated with facilities consolidation, including lease terminations to integrate the businesses, and information technology system consolidation costs.

(2) For the three months ended February 28, 2026, debt costs included debt extinguishment costs associated with our early redemption of $600 million of our senior notes due in August 2026.

For the three and six months ended May 31, 2025, acquisition-related, integration and restructuring costs primarily included integration costs associated with our combination with Webhelp and restructuring expenses.

These costs primarily included severance and employee-related costs, costs associated with facilities consolidation, including lease terminations to integrate the businesses, and information technology system consolidation costs.

(2) For the six months ended May 31, 2026, debt costs included debt extinguishment costs associated with our early redemption of $600.0 million of our senior notes due in August 2026.

For the three and six months ended May 31, 2025, debt costs included debt extinguishment costs associated with our Restated Credit Agreement and our voluntary prepayment of a portion of our outstanding term loans.

(3) For the three and six months ended May 31, 2025, legal settlement costs consist of amounts incurred to settle certain litigation arising outside of the ordinary course of business.

(4) Foreign currency losses (gains), net are included in other expense (income), net and primarily consist of gains and losses recognized on the revaluation and settlement of foreign currency transactions and realized and unrealized gains and losses on derivative contracts that do not qualify for hedge accounting.

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The share repurchase program has no termination date and may be suspended or discontinued at any time.

During the three months ended February 28, 2026 and February 28, 2025, we repurchased 1,081,121 and 539,802 shares, respectively, of our common stock under the share repurchase program for approximately $43.2 million and $25.8 million, respectively, in the aggregate.

At February 28, 2026, approximately $396.6 million remained available for share repurchases under the existing authorization from our board of directors.

During the three months ended May 31, 2026, we did not repurchase any shares of our common stock under the share repurchase program.

During the six months ended May 31, 2026, we repurchased 1,081,121 shares of our common stock under the share repurchase program for approximately $43.2 million in the aggregate.

During the three and six months ended May 31, 2025, we repurchased 923,899 and 1,463,701 shares, respectively, of our common stock under the share repurchase program for approximately $45.3 million and $71.2 million, respectively, in the aggregate.

At May 31, 2026, approximately $396.6 million remained available for share repurchases under the existing authorization from our board of directors.

During fiscal years 2026 and 2025, we paid the following dividends per share approved by our board of directors:

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February 10, 2026

On March 24, 2026, the Company announced a cash dividend of $0.36 per share to stockholders of record as of April 24, 2026, payable on May 5, 2026.

March 24, 2026

April 24, 2026

On June 29, 2026, the Company announced a cash dividend of $0.36 per share to stockholders of record as of July 24, 2026, payable on August 4, 2026.

We expect that future cash dividends will be paid on a quarterly basis.

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The 2029 Notes were sold in a registered public offering pursuant to our Registration Statement on Form S-3, which became effective upon filing, and a Prospectus Supplement dated February 12, 2026, to a Prospectus dated July 17, 2023.

We used the net proceeds from the sale of the 2029 Notes, together with other available funds, to redeem $600 million of our 6.650% Senior Notes due 2026 (the “2026 Notes”), of which $800 million aggregate principal amount was outstanding immediately

before giving effect to such redemption.

We recorded debt extinguishment costs of $6.3 million associated with this early redemption of a portion of the 2026 Notes.

We used the net proceeds from the sale of the 2029 Notes, together with other available funds, to redeem $600.0 million of our 6.650% Senior Notes due 2026 (the “2026 Notes”), of which $800.0 million aggregate principal amount was outstanding immediately before giving effect to such redemption.

We recorded debt extinguishment costs of $6.3 million associated with this early redemption of a portion of the 2026 Notes in the six months ended May 31, 2026.

On August 2, 2023, we issued and sold (i) $800.0 million aggregate principal amount of the 2026 Notes, (ii) $800.0 million aggregate principal amount of 6.600% Senior Notes due 2028 (the “2028 Notes”) and (iii) $550.0 million aggregate principal amount of 6.850% Senior Notes due 2033 (the “2033 Notes” and, together with the 2026 Notes, 2028 Notes and 2029 Notes, the “Senior Notes”).

The 2026 Notes, 2028 Notes and 2033 Notes were sold in a registered public offering pursuant to our Registration Statement on Form S-3, which became effective upon filing, and a Prospectus Supplement dated July 19, 2023, to a Prospectus dated July 17, 2023.

The 2029 Notes and the Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of August 2, 2023 (the “Base Indenture”), between Concentrix and U.S.

The Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of August 2, 2023 (the “Base Indenture”), between Concentrix and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2026 Notes, a second supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2028 Notes, a third supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2033 Notes, and a fourth supplemental indenture dated as of February 24, 2026 between Concentrix and the Trustee relating to the 2029 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”).

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as the Administrative Agent under the Restated Credit Agreement, as successor to JPMorgan Chase Bank, N.A.

The Restated Credit Agreement provides for (i) an unsecured three-year term loan facility in an aggregate principal amount not to exceed $750 million (the “New Term Loan Facility”), (ii) an unsecured three-year delayed draw term loan facility in an aggregate principal amount not to exceed $250 million (the “3-Year DD Term Loan Facility”), which was drawn in full in September 2025, (iii) an unsecured five-year delayed draw term loan facility in an aggregate principal amount not to exceed $500 million (the “5-Year DD Term Loan Facility”, and together with the 3-Year DD Term Loan Facility, the “Delayed Draw Term Loans”), which was drawn in full in September 2025, and (iv) a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.1 billion (the “Revolving Credit Facility”).

The Restated Credit Agreement provides for (i) an unsecured three-year term loan facility in an aggregate principal amount not to exceed $750.0 million (the “New Term Loan Facility”), (ii) an unsecured three-year delayed draw term loan facility in an aggregate principal amount not to exceed $250.0 million (the “3-Year DD Term Loan Facility”), which was drawn in full in September 2025, (iii) an unsecured five-year delayed draw term loan facility in an aggregate principal amount not to exceed $500.0 million (the “5-Year DD Term Loan Facility”, and together with the 3-Year DD Term Loan Facility, the “Delayed Draw Term Loans”), which was drawn in full in September 2025, and (iv) a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1,100.0 million (the “Revolving Credit Facility”).

The Restated Credit Agreement also provided for the conversion and continuation of loans in an aggregate principal amount of $750.0 million under our prior unsecured term loan facility into loans under an unsecured term loan facility with the same maturity as such converted and continued loans (the “Continued Term Loan Facility”).

Aggregate borrowing

capacity under the Restated Credit Agreement may be increased by up to an additional $500 million by increasing the amount of the revolving credit facility commitments or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase(s).

Aggregate borrowing capacity under the Restated Credit Agreement may be increased by up to an additional $500.0 million by increasing the amount of the Revolving Credit Facility commitments or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase(s).

The maturity date of the New Term Loan Facility and the 3-Year DD Term Loan Facility is September 30, 2028.

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The outstanding principal amount of each of the New Term Loan Facility and the Delayed Draw Term Loans is payable in quarterly installments in an amount equal to 1.25% of the existing principal balance of the applicable term loan, commencing on September 30, 2025, in the case of the New Term Loan Facility, and on March 31, 2026, in the case of the Delayed Draw Term Loans, with the outstanding principal amount of the New Term Loan Facility, the Delayed Draw Term Loans, and the Continued Term Loan Facility due in full on the applicable maturity date.

In September 2025, in connection with the issuance of the Delayed Draw Term Loans of $750 million, we entered into an interest rate swap to fix the interest component associated with the debt, creating synthetic fixed-rate debt.

Concurrent with entering the interest rate swaps, we entered into cross-currency swap arrangements with certain financial institutions for a total notional amount equivalent to $750 million.

In addition to aligning the currency of our interest payments to the Company’s euro-denominated cash flows, the arrangements, together with intercompany loans and additional intercompany cross-currency interest rate swap arrangements, effectively converted the Delayed Draw Term Loans into synthetic fixed euro-based debt at weighted average interest rates of 3.43% for the three-year term loan and 3.69% for the five-year term loan.

Borrowings under the Restated Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0%), plus an applicable margin, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money plus a credit spread adjustment to the SOFR rate of 0.10%.

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The applicable margin ranges from 0.000% to 0.500% for the New Term Loan Facility, the 3-Year DD Term Loan Facility, and the Revolving Credit Facility, 0.100% to 0.600% for the 5-Year DD Term Loan Facility, and 0.125% to 1.000% for the Continued Term Loan Facility.

In September 2025, in connection with the issuance of the Delayed Draw Term Loans of $750.0 million, we entered into an interest rate swap to fix the interest component associated with the debt, creating synthetic fixed-rate debt.

Concurrent with entering the interest rate swaps, we entered into cross-currency swap arrangements with certain financial institutions for a total notional amount equivalent to $750.0 million.

The Restated Credit Agreement contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix and its subsidiaries to take certain actions, including the creation of liens, mergers, consolidations, or other fundamental changes to the nature of their business, and, solely with respect to subsidiaries of Concentrix, incurrence of indebtedness.

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The Restated Credit Agreement also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

As of February 28, 2026 and November 30, 2025, the outstanding principal balance on our term loans was $1,956 million and $1,966 million.

During the three months ended February 28, 2026, we made a required quarterly principal payment of $9.4 million.

As of May 31, 2026 and November 30, 2025, the outstanding principal balance on our term loans was $1,837.5 million and $1,965.6 million.

During the three and six months ended May 31, 2026, we made required quarterly principal payments of $18.8 million and $28.1 million on our term loans.

In addition, during the three months ended May 31, 2026, we voluntarily prepaid $100.0 million of the principal balance on our term loans, without penalty.

None of our subsidiaries guarantees the obligations under the Restated Credit Agreement.

At February 28, 2026 and November 30, 2025, no amounts were outstanding under our revolving credit facility.

At May 31, 2026 and November 30, 2025, no amounts were outstanding under our Revolving Credit Facility.

Securitization Facility

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based subsidiaries sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of Concentrix Corporation that grants a security interest in the receivables to the lenders in exchange for available borrowings.

On January 14, 2025, we entered into an amendment to the Securitization Facility to (i) increase the commitment of the lenders to provide available borrowings from up to $600 million to up to $700 million and (ii) extend the termination date of the Securitization Facility from April 24, 2026 to January 14, 2027.

For borrowings that are funded by certain lenders through the issuance of commercial paper, the amendment also reduced the spread to the applicable commercial paper rate from 0.80% to 0.75%.

On March 20, 2026, we entered into an amendment to the Securitization Facility to increase the commitment of the lenders to provide available borrowings from up to $700.0 million to up to $750.0 million and extend the termination date of the Securitization Facility from January 14, 2027 to March 20, 2028.

Borrowings that are funded by certain lenders through such lenders’ issuance of commercial paper bear interest at the applicable commercial paper rate plus a spread of 0.75%.

Other borrowings bear interest at a per annum rate equal to the applicable SOFR rate (subject to a SOFR related adjustment of 0.10%), plus a spread of 0.90%.

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The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Agreement and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix Corporation, and certain events negatively affecting the overall credit quality of the transferred accounts receivable.

On March 20, 2026, we entered into an amendment to the Securitization Facility to increase the commitment of the lenders to provide available borrowings from up to $700 million to up to $750 million and extend the termination date of the Securitization Facility from January 14, 2027 to March 20, 2028.

As of February 28, 2026 and November 30, 2025, we were in compliance with the debt covenants related to our debt arrangements.

Cash Flows – Three Months Ended February 28, 2026 and 2025

The following summarizes our cash flows for the three months ended February 28, 2026 and 2025, as reported in our consolidated statements of cash flows in the accompanying consolidated financial statements.

Three Months Ended

February 28, 2026

February 28, 2025

As of May 31, 2026 and November 30, 2025, we were in compliance with the covenants related to our debt arrangements.

Cash Flows – Six Months Ended May 31, 2026 and 2025

The following summarizes our cash flows for the six months ended May 31, 2026 and 2025, as reported in our consolidated statements of cash flows in the accompanying consolidated financial statements.

Six Months Ended

($ in thousands)

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

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Operating Activities

Net cash used in operating activities was $83.2 million for the three months ended February 28, 2026, compared to cash provided by operating activities of $1.4 million for the three months ended February 28, 2025.

The change over the prior year period was primarily due to a decrease in net income and unfavorable working capital changes.

Net cash provided by operating activities was $174.7 million for the six months ended May 31, 2026, compared to $237.9 million for the six months ended May 31, 2025.

The change over the prior year period was primarily due to a decrease in net income, an increase in payments for severance expenses, and unfavorable working capital changes.

Investing Activities

Net cash used in investing activities for the three months ended February 28, 2026 was $50.7 million, compared to $51.3 million for the three months ended February 28, 2025.

Net cash used in investing activities for the six months ended May 31, 2026 was $81.9 million, compared to $107.1 million for the six months ended May 31, 2025.

The change over the prior year period was primarily related to proceeds on the sale of property and equipment of $17.1 million during the six months ended May 31, 2026 and a decrease in capital expenditures.

Financing Activities

Net cash provided by financing activities for the three months ended February 28, 2026 was $18.5 million, primarily consisting of net borrowings of $118.5 million under our Securitization Facility partially offset by share repurchases of $43.2 million, dividends paid of $23.1 million, change in funds held for clients of $16.1 million and payments of $9.4 million on the Company’s term loan borrowings.

Net cash used in financing activities for the six months ended May 31, 2026 was $175.4 million, primarily consisting of principal payments of $128.1 million on the Company’s term loan borrowings, share repurchases of $43.2 million, dividends paid of $46.2 million and change in funds held for clients of $21.5 million, all partially offset by net borrowings of $75.5 million under our Securitization Facility.

The net proceeds from the issuance of $600.0 million aggregate principal amount of the 2029 Notes were used to redeem $600.0 million aggregate principal amount of the 2026 Notes.

Net cash provided by financing activities for the three months ended February 28, 2025 was $102.3 million, consisting of net borrowings under our Securitization Facility of $181.0 million partially offset by share repurchases of $25.8 million, dividends paid of $22.4 million, a deferred acquisition consideration payment of $3.5 million, and change in funds held for clients of $20.5 million.

Net cash used in financing activities for the six months ended May 31, 2025 was $46.6 million, primarily consisting of principal payments of $150.0 million on the term loans, share repurchases of $71.2 million, dividends paid of $44.5 million, change in funds held for clients of $8.8 million, payments on other borrowings of $6.0 million, debt issuance costs of $4.8 million and a deferred acquisition consideration payment of $6.5 million, all partially offset by net borrowings under our Securitization Facility of $247.0 million.

Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)

Three Months Ended

February 28, 2026

February 28, 2025

Six Months Ended

($ in thousands)

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Purchases of property and equipment

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Adjusted free cash flow (a non-GAAP measure)

Our free cash flow was a use of cash of $137.1 million for the three months ended February 28, 2026 compared to a use of cash of $49.2 million for the three months ended February 28, 2025.

The decrease in free cash flow for the three months ended February 28, 2026 compared to the prior fiscal year period was due to the decrease in cash provided by operating activities and an increase in capital expenditures.

Our adjusted free cash flow was a use of cash of $144.6 million for the three months ended February 28, 2026 compared to a use of cash of $39.8 million for the three months ended February 28, 2025.

The decrease in adjusted free cash flow for the three months ended February 28, 2026 compared to the prior year period was due to a decrease in free cash flow and a decrease in the change in outstanding factoring balances.

Our free cash flow was $72.6 million for the six months ended May 31, 2026 compared to $131.5 million for the six months ended May 31, 2025.

The decrease in free cash flow for the six months ended May 31, 2026 compared to the prior fiscal year period was due to the decrease in cash provided by operating activities partially offset by a decrease in capital expenditures.

Our adjusted free cash flow was $97.7 million for the six months ended May 31, 2026 compared to $160.5 million for the six months ended May 31, 2025.

The decrease in adjusted free cash flow for the six months ended May 31, 2026 compared to the prior year period was due to a decrease in free cash flow and a decrease in the change in outstanding factoring balances.

Capital Resources

As of February 28, 2026, we had total liquidity of $1,378.5 million, which includes undrawn capacity on our revolving credit facility of $1,100.0 million, undrawn capacity of $44.5 million under our Securitization Facility, and cash and cash equivalents, including cash held for sale.

Our cash and cash equivalents, including cash held for sale, totaled $234.0 million and $329.4 million as of February 28, 2026 and November 30, 2025, respectively.

Of our total cash and cash equivalents, 98% were held by our non-U.S.

legal entities as of both February 28, 2026 and November 30, 2025.

As of May 31, 2026, we had total liquidity of $1,504.6 million, which includes undrawn capacity on our Revolving Credit Facility of $1,100.0 million, undrawn capacity of $137.5 million under our Securitization Facility, and cash and cash equivalents, including cash held for sale.

Our cash and cash equivalents, including cash held for sale, totaled $267.1 million and $329.4 million as of May 31, 2026 and November 30, 2025, respectively.

Of our total cash and cash equivalents, 97% and 98% were held by our non-U.S.

legal entities as of both May 31, 2026 and November 30, 2025, respectively.

The cash and cash equivalents held by our non-U.S.

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entities that are likely to be repatriated in the future.

If in the future our intentions change, and we repatriate the cash back to the United States,

we will report in our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation.

If in the future our intentions change, and we repatriate the cash back to the United States, we will report in our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation.

We believe that our available cash and cash equivalents balances, the cash flows expected to be generated from operations, and our sources of liquidity will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis