What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-07 compared with 2026-07-02 · 184 added, 112 removed, 337 unchanged (47% of the section changed)

53 unchanged sentences

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

For the nine months ended August 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 54%, respectively, of our consolidated revenue was priced in U.S.

17 unchanged sentences

Accordingly, we historically have and expect to continue to be impacted by economic strength or weakness in these geographies and by the strengthening or weakening of local currencies relative to the U.S.

In January 2025, the U.S.

government began imposing, or threatening to impose, new or increased tariffs on certain countries, materials, and industries, and in response, certain impacted countries have imposed or threatened various retaliatory tariffs or other trade restrictions on imports from the United States.

From time to time since January 2025, the U.S.

government has imposed, or threatened to impose, new or increased tariffs on certain countries, materials, and industries, and in response, certain impacted countries have imposed or threatened various retaliatory tariffs or other trade restrictions on imports from the United States.

The tariff environment remains dynamic, and we cannot predict with certainty the effect of future changes in global trade policy and tariffs on our clients’ operations and demand for our services in future periods.

2 unchanged sentences

Critical Accounting Policies and Estimates

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

During the three and nine months ended August 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 Nine Months Ended August 31, 2026 and 2025

Three Months Ended

Six Months Ended

Nine Months Ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

($ in thousands)

2 unchanged sentences

Selling, general and administrative expenses

Operating income

Impairment charge

Operating income (loss)

Interest expense and finance charges, net

Other expense (income), net

Income before income taxes

Income (loss) before income taxes

Provision for income taxes

Net income (loss)

Three Months Ended

Six Months Ended

Nine Months Ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

($ in thousands)

7 unchanged sentences

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

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.

Our revenue decreased by 1.2% for the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

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

Foreign currency exchange rates had a negative impact of $16.2 million, or 0.7%, on revenue for the period.

The unfavorable foreign currency rate impact on revenue was primarily due to the weakening of the Turkish lira against the U.S.

Our revenue increased by 2.0% for the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025.

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

Foreign currency exchange rates had a positive impact of $95.7 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.

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.

For the three months ended August 31, 2026, revenue in our technology and consumer electronics vertical decreased by 10.0%, primarily due to decreases in revenue for certain larger clients in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 6.4%, 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 communications and media vertical decreased by 7.1%, primarily due to a decrease in revenue with a

larger client in the vertical partially offset by increases in revenue from certain clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 12.5%, primarily due to increases in revenue from certain clients in the vertical, including several of our largest clients in the vertical.

Revenue in our healthcare vertical decreased by 16.6%, primarily due to decreases in revenue from several larger clients in the vertical.

Revenue in our other vertical increased by 3.6%, 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.

For the nine months ended August 31, 2026, revenue in our technology and consumer electronics vertical decreased by 6.4%, primarily due to decreases in revenue from certain larger clients in the vertical, partially offset by increases in revenue from certain clients in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 9.1%, 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 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 communications and media vertical decreased by 0.6%, primarily due to a decrease in revenue with a larger client in the vertical substantially offset by increases in revenue with the majority of clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 13.5%, primarily due to increases in revenue from the majority of clients in the vertical, including several larger clients in the vertical.

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Three Months Ended

Six Months Ended

Nine Months Ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

($ in thousands)

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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 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 $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.

Our cost of revenue decreased by 1.4% in the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Cost of revenue decreased $26.1 million, or 1.6%, due to changes in foreign currency exchange rates, which was caused primarily by the weakening of the Turkish lira and several other currencies against the U.S.

Additionally, lower wages and reduced temporary contract service costs contributed to the decrease in cost of revenue.

These decreases were partially offset by higher restructuring expenses, primarily related to severance and other employee-related costs resulting from the Company's recent cost reduction initiatives.

Our cost of revenue increased by 3.8% in the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025.

Cost of revenue increased $36.6 million, or 0.8%, 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.

Cost of revenue also increased 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 from wage increases across certain countries.

Our gross profit decreased by 0.7% in the three months ended August 31, 2026, compared to the three months ended August 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 $9.9 million on gross profit.

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.

Our gross margin percentage for the three months ended August 31, 2026 increased to 34.6% from 34.4% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 1.5% in the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025, primarily due to the 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 $59.1 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.

Our gross margin percentage for the nine months ended August 31, 2026 decreased to 34.0% from 35.2% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

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 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.

Our selling, general and administrative expenses increased by 0.2% in the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Contributing to the increase over the prior year period was an increase of $5.7 million related to restructuring expenses, which was offset by a reduction of $6.2 million due to changes in foreign currency exchange rates.

As a percentage of revenue, selling, general and administrative expenses increased from 28.5% in the third fiscal quarter of 2025 to 28.9% in the third fiscal quarter of 2026, primarily due to the changes previously described.

Our selling, general and administrative expenses increased by 3.5% in the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025.

Contributing to the increase over the prior year period was an increase of $30.6 million due to changes in foreign currency exchange rates, $24.0 million related to restructuring expenses and $8.4 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

As a percentage of revenue, selling, general and administrative expenses increased from 28.8% in the third fiscal quarter of 2025 to 29.2% in the third fiscal quarter of 2026, primarily due to the changes previously described.

Impairment Charge

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Nine Months Ended

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August 31, 2025

($ in thousands)

Operating income

Impairment charge

Percentage of revenue

Not Meaningful - Change greater than 100%

During the three and nine months ended August 31, 2026, we recorded a non-cash goodwill impairment charge of $1,050.0 million.

No such charges were recorded during the three and nine months ended August 31, 2025.

See Note 5—Balance Sheet Components to the consolidated financial statements for more information.

Operating Income (Loss)

Three Months Ended

Nine Months Ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

($ in thousands)

Operating income (loss)

Operating margin

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.

Not Meaningful - Change greater than 100%

Our operating income (loss) decreased during the three and nine months ended August 31, 2026, compared to the three and nine months ended August 31, 2025, primarily due to the non-cash goodwill impairment charge.

Our operating margin decreased during the three and nine months ended August 31, 2026, compared to the three and nine months ended August 31, 2025, primarily due to the non-cash goodwill impairment charge.

Interest Expense and Finance Charges, Net

Three Months Ended

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2 unchanged sentences

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 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.

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 nine months ended August 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 August 31, 2026, compared to the three months ended August 31, 2025, was primarily due to lower interest expense due to less debt outstanding during the period in comparison to the prior year.

This decrease in interest expense included $8.8 million of interest expense 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 our remaining borrowings in comparison to the prior year period, primarily related to our term loan borrowings.

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

This decrease in interest expense included $25.0 million of interest expense 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 our remaining borrowings, primarily related to our term loan borrowings.

Other Expense (Income), Net

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2 unchanged sentences

Percentage of revenue

Not Meaningful - Change greater than 100%

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 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.

Other expense (income), net for the three months ended August 31, 2026 was expense of $4.6 million, compared to income of $36.5 million for the three months ended August 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 income of $34.6 million related to net changes in foreign currency transaction gains (losses), an increase in net expense of $4.5 million related to changes in acquisition contingent consideration, and an increase in net expense of $2.1 million related to the non-service cost components of defined benefit cost.

Other expense (income), net for the nine months ended August 31, 2026 was income of $23.0 million, compared to income of $20.2 million for the nine months ended August 31, 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 income of $4.6 million related to net changes in foreign currency transaction gains (losses), a decrease in net expense of $3.1 million related to changes in acquisition contingent consideration, and an increase in net expense of $5.6 million related to the non-service cost components of defined benefit cost.

Provision for Income Taxes

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3 unchanged sentences

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 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.

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

The decrease in expense was primarily due to the geographic mix of worldwide income taxes and a decrease in income before taxes.

The effective tax rate for the three months ended August 31, 2026 decreased compared to the three months ended August 31, 2025, primarily due to the decrease in income before taxes related to the non-cash goodwill impairment charge.

Our provision for income taxes decreased for the nine months ended August 31, 2026, compared to the nine months ended August 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 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.

The effective tax rate for the nine months ended August 31, 2026 decreased compared to the nine months ended August 31, 2025, primarily due to the decrease in income before taxes related to the non-cash goodwill impairment charge and certain discrete items.

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose certain non-GAAP financial information, including:

• Non-GAAP operating income, which is operating income, adjusted to exclude acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale and share-based compensation.

• Non-GAAP operating income, which is operating income (loss), adjusted to exclude impairment charge, acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale and share-based compensation.

• Non-GAAP operating margin, which is non-GAAP operating income, as defined above, divided by revenue.

1 unchanged sentence

• 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, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

• Non-GAAP net income, which is net income (loss) excluding the tax-effected impact of impairment charge, 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.

4 unchanged sentences

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, 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 diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax-effected impact of impairment charge, 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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Given the subjective assumptions and the variety of award types that companies can use when calculating share-based compensation expense, management believes this additional information allows investors to make additional comparisons between our operating results and those of our peers.

As these non-GAAP financial measures are not calculated in accordance with

GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.

As these non-GAAP financial measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.

These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

Three Months Ended

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August 31, 2025

($ in thousands, except per share amounts)

Operating income

Operating income (loss)

Impairment charge

Acquisition-related, integration and restructuring expenses (1)

4 unchanged sentences

Non-GAAP operating income

Net income (loss)

Interest expense and finance charges, net

1 unchanged sentence

Other expense (income), net

Impairment charge

Acquisition-related, integration and restructuring expenses (1)

5 unchanged sentences

Adjusted EBITDA

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Nine Months Ended

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August 31, 2025

($ in thousands, except per share amounts)

Operating margin

1 unchanged sentence

Adjusted EBITDA margin

Net income (loss)

Impairment charge

Acquisition-related, integration and restructuring expenses (1)

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Non-GAAP net income

Three Months Ended

Six Months Ended

($ in thousands, except per share amounts)

Diluted earnings per common share (“EPS”)

Diluted earnings (loss) per common share (“EPS”)

Impairment charge

Acquisition-related, integration and restructuring expenses (1)

12 unchanged sentences

Non-GAAP Diluted EPS

(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.

(1) For the three and nine months ended August 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 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.

For the three and nine months ended August 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 nine months ended August 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 nine months ended August 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 nine months ended August 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.

1 unchanged sentence

Liquidity and Capital Resources

Our primary uses of cash are working capital, capital expenditures to expand our delivery footprint and enhance our technology solutions, debt repayments, acquisitions, and acquisition-related and integration expenses.

Our primary uses of cash are working capital, capital expenditures to expand our delivery footprint and enhance our technology solutions, debt repayment, acquisitions, and acquisition-related and integration expenses.

Our financing needs for these uses of cash have been a combination of operating cash flows and third-party debt arrangements.

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

During the nine months ended August 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 nine months ended August 31, 2025, we repurchased 783,698 and 2,247,399 shares, respectively, of our common stock under the share repurchase program for approximately $41.6 million and $112.8 million, respectively, in the aggregate.

At August 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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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.

June 29, 2026

July 24, 2026

August 4, 2026

On September 29, 2026, the Company announced a cash dividend of $0.37 per share to stockholders of record as of October 23, 2026, payable on November 3, 2026.

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

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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.

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

On August 3, 2026, we redeemed all $200.0 million of the remaining aggregate principal amount of the 2026 Notes.

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

The 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 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”).

Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by 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”).

The Indenture contains customary covenants and restrictions, including covenants that limit Concentrix Corporation’s and certain of its subsidiaries’ ability to create or incur liens on shares of stock of certain subsidiaries or on principal properties, engage in sale/leaseback transactions or, with respect to Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person.

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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 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.

As of August 31, 2026 and November 30, 2025, the outstanding principal balance on our term loans was $1,818.8 million and $1,965.6 million.

During the three and nine months ended August 31, 2026, we made required quarterly principal payments of $18.8 million and $46.9 million on our term loans.

In addition, during the nine months ended August 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 May 31, 2026 and November 30, 2025, no amounts were outstanding under our Revolving Credit Facility.

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

Securitization Facility

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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.

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

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

Cash Flows – Nine Months Ended August 31, 2026 and 2025

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

Nine Months Ended

August 31, 2026

August 31, 2025

($ in thousands)

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

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents, cash held for sale, restricted cash and restricted cash held for sale

Cash, cash equivalents, restricted cash and cash held for sale at beginning of year

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Operating Activities

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.

Net cash provided by operating activities was $442.9 million for the nine months ended August 31, 2026, compared to $462.7 million for the nine months ended August 31, 2025.

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

Investing Activities

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.

Net cash used in investing activities for the nine months ended August 31, 2026 was $128.9 million, compared to $172.1 million for the nine months ended August 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 nine months ended August 31, 2026 and a decrease of $22.4 million in capital expenditures.

Financing Activities

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.

Net cash used in financing activities for the nine months ended August 31, 2026 was $383.3 million, primarily consisting of repayment of the remaining $200.0 million aggregate principal amount outstanding of the 2026 Notes, principal payments of $146.9 million on our term loan borrowings, share repurchases of $43.2 million, dividends paid of $69.3 million and change in funds held for clients of $3.3 million, all partially offset by net borrowings of $83.5 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 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.

Net cash used in financing activities for the nine months ended August 31, 2025 was $211.4 million, primarily consisting of principal payments of $150.0 million on our term loan borrowings, share repurchases of $112.8 million, dividends paid of $66.4 million, change in funds held for clients of $19.2 million, deferred acquisition consideration payments of $6.5 million, payments on other borrowings of $6.2 million, debt issuance costs of $4.8 million, all partially offset by net borrowings of $154.0 million under our Securitization Facility.

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

Six Months Ended

Nine Months Ended

August 31, 2026

August 31, 2025

($ in thousands)

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Adjusted free cash flow (a non-GAAP measure)

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.

Our free cash flow was $293.8 million for the nine months ended August 31, 2026 compared to $291.3 million for the nine months ended August 31, 2025.

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

Our adjusted free cash flow was $316.0 million for the nine months ended August 31, 2026 compared to $339.3 million for the nine months ended August 31, 2025.

The decrease in adjusted free cash flow for the nine months ended August 31, 2026 compared to the prior year period was due to a decrease in the change in outstanding factoring balances partially offset by an increase in free cash flow.

Capital Resources

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.

As of August 31, 2026, we had total liquidity of $1,485.3 million, which includes undrawn capacity on our Revolving Credit Facility of $1,100.0 million, undrawn capacity of $129.5 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 $255.8 million and $329.4 million as of August 31, 2026 and November 30, 2025, respectively.

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

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

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

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

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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