What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-10-22 compared with 2024-10-29 · 335 added, 405 removed, 1045 unchanged (41% of the section changed)

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Management’s Statement of Responsibility for Financial Statements

Management’s Report on Internal Control O ver Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm (PCAOB ID:

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Management’s Report on Internal Control Over Financial Reporting

As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, we had identified a material weakness in the design and operation of information technology (“IT”) general controls that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, gave rise to a material weakness in internal control over financial reporting, which we are in the process of remediating.

For fiscal 2025, our management (with the participation of the Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2025, as a result of the material weakness in internal control over financial reporting described further below, which represents a continuation of a sub-set of the control deficiencies which gave rise to the initial material weakness previously identified.

However, giving full consideration to the material weakness, the control deficiencies did not result in any identified misstatements, and the Company's management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded Platform Group Limited ("Irwin") and Liquid Holdings, LLC ("LiquidityBook"), which we acquired in the first quarter and second quarter of fiscal 2025, respectively.

Excluding goodwill and intangible assets, these acquisitions represented a combined 2% of our Total assets as of August 31, 2025 and 1% of our consolidated Revenues for fiscal year 2025.

Refer to Note 5, Acquisitions , for additional information on these acquisitions.

Inherent Limitations of Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for FactSet.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management (with the participation of the Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2024 as a result of the material weakness in internal control over financial reporting described below.

Our management has identified certain control deficiencies related to the design and operation of our information technology (“IT”) general controls (“ITGCs”) that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

While we have made significant progress remediating the control deficiencies identified during our year ended August 31, 2024, we continue to have certain deficiencies related to the IT general controls that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting.

The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users.

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Accordingly, we determined that these control deficiencies constituted a material weakness.

After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Annual Report on Form 10-K were prepared in accordance

with GAAP, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

Ernst & Young LLP (PCAOBID:

As a result of the identification of the material weakness, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the years ended August 31, 2025, 2024, and 2023 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with GAAP.

Based on these procedures and analysis, and notwithstanding the material weakness in our internal control over financial reporting, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

Ernst & Young LLP (PCAOB ID:

42), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting and has issued an adverse opinion on the effectiveness of our internal control over financial reporting as stated in their report on the subsequent page.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Measurement of income tax provision

Description of the Matter As discussed in Note 2, Summary of Significant Accounting Policies, and Note 9, Income Taxes, of the Consolidated Financial Statements, the Company serves international markets and is subject to income taxes in the U.S.

and numerous foreign jurisdictions, which affect the Company’s provision for income taxes.

The tax provision is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction and the use of subjective allocation methodologies to allocate taxable income to tax jurisdictions based upon the structure of the Company’s operations and customer arrangements.

and various foreign jurisdictions, which affect the Company’s provision for income taxes.

The income tax provision is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction and the use of subjective allocation methodologies to allocate taxable income to tax jurisdictions based upon the structure of the Company’s operations and customer arrangements.

For the year-ended August 31, 2025 the Company recognized a consolidated provision for income taxes of $123.9 million with $45.6 million related to its U.S.

operations and $78.3 million related to its Non-U.S.

Management’s calculation of the provision for income taxes was significant to our audit because the provision for income taxes involved subjective estimation and complex audit judgement related to the evaluation of tax laws, including the methods used to allocate taxable income, and the amounts and disclosures are material to the financial statements.

Auditing management’s calculation of the provision for income taxes required complex audit judgement as the Company’s calculation of the provision for income taxes involved subjective estimation and evaluation of the application of tax laws, including the methods used to allocate taxable income and judgments used in determining uncertain tax positions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s calculation of its provision for income taxes.

For example, we tested controls over management’s evaluation of the allocation methodologies and management’s review of the assumptions and data utilized in determining the allocation of income to applicable tax jurisdictions.

Among other audit procedures performed, we evaluated the reasonableness of management’s allocation methodologies by analyzing the methodology based on the Company’s structure, operations and current tax law.

We recalculated income tax expense using management’s methodology and agreed the data used in the calculations to the Company’s underlying books and records.

We involved our tax professionals to evaluate the application of tax law to management’s allocation methodologies and tax position.

This included evaluating third-party reports and advice obtained by the Company.

We also performed a sensitivity analysis to evaluate the effect from changes in management’s allocation methodologies and assumptions.

Among other audit procedures performed, we evaluated the reasonableness of management’s allocation methodologies based on the Company’s structure, operations and current tax laws, recalculated income tax expense using management’s methodologies and agreed the data used in the calculations to the Company’s underlying books and records.

We involved our tax professionals to evaluate the application of tax laws to management’s allocation methodologies and tax position, including the evaluation of third-party reports and advice obtained by the Company.

We also performed a sensitivity analysis to assess the effect of changes in management’s allocation methodologies and assumptions.

We have evaluated the Company’s income tax disclosures included in Note 9, Income Taxes , of the Consolidated Financial Statements in relation to these matters.

Valuation of Acquired Software Technology

Description of the Matter As disclosed in Note 5, Acquisitions , of the Consolidated Financial Statements, the Company completed its acquisition of Liquid Holdings, LLC for total consideration of $243.2 million and Platform Group Limited for total consideration of $120.2 million in 2025.

The transactions were accounted for as business combinations.

The considerations paid in the acquisitions were allocated to the acquired assets and liabilities assumed generally based on their fair values, with the excess of the purchase prices over those fair values allocated to goodwill.

The acquired software technologies totaled $101.7 million combined.

Auditing the valuation of the Company’s business combinations was especially challenging and complex due to the significant assumptions and measurement uncertainty involved in determining the fair value of the acquired assets and liabilities assumed, specifically related to the Company’s determination of the fair values of acquired software technologies.

In particular, the fair value estimates were sensitive to changes in significant underlying assumptions such as the projected revenue growth rate.

This significant assumption included forward-looking considerations and was based on expectations of future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for acquisitions and the related fair value estimation process.

Specifically, we tested controls over management’s review of the valuation of the acquired software technologies, including management’s review of the valuation models applied and the significant assumptions described above.

We also tested management’s internal controls to develop the projected financial information used in the valuation models and validated that the data used in the valuation models was complete and accurate.

To test the estimated fair value of the acquired software technologies, we performed audit procedures that included, among others, evaluating the Company’s valuation methodology and significant assumptions used by management, testing the completeness and accuracy of the underlying data supporting the significant assumptions described above, and performing sensitivity analyses of significant assumptions to evaluate the changes in the fair values of the acquired software technologies.

We involved our valuation specialists to assist with our evaluation of the Company’s valuation methodology and significant assumptions used in the fair value estimates.

/s/ Ernst & Young LLP

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(the Company) has not maintained effective internal control over financial reporting as of August 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Liquid Holdings, LLC and Platform Group Limited, which are included in the 2025 consolidated financial statements of the Company and which in aggregate, when excluding goodwill and intangible assets, constituted 2% of total assets as of August 31, 2025 and 1% of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Liquid Holdings, LLC and Platform Group Limited.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a).

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 and 2023 consolidated financial statements, and this report does not affect our report dated October 29, 2024, which expressed an unqualified opinion thereon.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated October 22, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

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Selling, general and administrative 475,663 489,812 483,076

Asset impairments 4,677 25,946 64,272

Total operating expenses 1,573,445 1,501,757 1,456,301

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Comprehensive income $ 612,905 $ 544,654 $ 489,415

(1) Presented net of a tax benefit of $ 369 thousand, tax benefit of $ 61 thousand, and a tax expense of $ 1,657 thousand for the years ended August 31, 2024, 2023 and 2022, respectively.

(1) Presented net of a tax expense of $ 119 thousand, tax benefit of $ 369 thousand, and a tax benefit of $ 61 thousand for the years ended August 31, 2025, 2024 and 2023, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Intangible assets, net 1,916,102 1,844,141

Deferred taxes 61,337 27,229

Deferred tax assets 61,226 61,337

Lease right-of-use assets, net 121,776 130,494

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Long-term debt 1,368,260 1,241,131

Deferred taxes 8,452 6,737

Deferred tax liabilities 14,902 8,452

Deferred revenues, non-current 624 1,344

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Deferred income taxes ( 3,545 ) ( 32,020 ) ( 31,119 )

Asset impairments 4,677 25,946 64,272

Gain on divestiture of a business ( 23,238 ) — —

Other, net 11,867 14,511 38,010

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable ( 42,540 ) 2,195 ( 40,103 )

Prepaid expenses and other assets 65 ( 29,874 ) 7,579

Accounts payable and accrued expenses ( 59,400 ) 55,347 8,393

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Lease liabilities, net ( 40,645 ) ( 39,320 ) ( 39,704 )

Other, net ( 20,040 ) 19,643 ( 20,271 )

Net cash provided by operating activities 726,260 700,338 645,573

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Purchases of investments ( 18,867 ) ( 58,636 ) ( 11,014 )

Proceeds from maturity or sale of investments 58,155 — —

Proceeds from divestiture 25,000 — —

Net cash provided by (used in) investing activities ( 392,773 ) ( 144,317 ) ( 95,393 )

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Repayments of debt ( 805,000 ) ( 250,000 ) ( 375,000 )

Payments of debt issuance costs — — ( 9,736 )

Dividend payments ( 159,973 ) ( 150,667 ) ( 138,601 )

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Net cash provided by (used in) financing activities ( 407,821 ) ( 560,850 ) ( 632,024 )

Effect of exchange rate changes on cash and cash equivalents 2,364 4,015 ( 22,428 )

Net increase (decrease) in cash and cash equivalents ( 2,465 ) ( 77,829 ) ( 178,592 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 3,050 2,364 4,015

Net increase (decrease) in cash, cash equivalents and restricted cash ( 71,284 ) ( 2,465 ) ( 77,829 )

Cash and cash equivalents at beginning of period 422,979 425,444 503,273

Cash and cash equivalents at end of period $ 422,979 $ 425,444 $ 503,273

Cash, cash equivalents and restricted cash at end of period $ 351,695 $ 422,979 $ 425,444

Reconciliation of total cash, cash equivalents and restricted cash:

Cash and cash equivalents $ 337,651 $ 422,979 $ 425,444

Restricted cash included in Prepaid expenses and other current assets 6,522 — —

Restricted cash included in Other assets 7,522 — —

Total cash, cash equivalents and restricted cash $ 351,695 $ 422,979 $ 425,444

Supplemental Disclosure of Cash Flow Information

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Vesting of restricted stock 83,035 1 ( 1 ) 32,034 ( 13,544 ) — — ( 13,544 )

Excise tax on share repurchases — — — — ( 932 ) — — ( 932 )

Repurchases of common stock — — — 430,350 ( 176,720 ) — — ( 176,720 )

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Dividends declared — — — — — ( 142,816 ) — ( 142,816 )

Other — — ( 759 ) — — — — ( 759 )

Balance as of August 31, 2023 42,096,628 $ 421 $ 1,323,631 4,071,256 $ ( 1,122,077 ) $ 1,505,096 $ ( 87,141 ) $ 1,619,930

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Dividends declared — — — — — ( 153,718 ) — ( 153,718 )

Other ( 759 ) ( 759 )

Balance as of August 31, 2024 42,598,915 $ 426 $ 1,478,839 4,646,645 $ ( 1,375,696 ) $ 1,888,504 $ ( 79,613 ) $ 1,912,460

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Fair Value Measures

Derivative Instruments

Property, Equipment and Leasehold Improvements

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Segment Information

Subsequent Events

DESCRIPTION OF BUSINESS

FactSet Research Systems Inc.

and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that aims to supercharge financial intelligence.

Our platform delivers expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows.

As of August 31, 2024, we had more than 8,200 clients comprised of over 216,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users, and private equity and venture capital professionals.

and its wholly-owned subsidiaries ("we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that deliver financial intelligence to investment professionals worldwide.

Our platform delivers expansive data, sophisticated analytics, and flexible, artificial intelligence ("AI")-powered technology used by global financial professionals to power their critical investment workflows.

As of August 31, 2025, we had approximately 9,000 clients comprised of over 237,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users, and private equity and venture capital professionals.

Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform.

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We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.

We drive our business based on detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges.

We drive our business based on a detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges.

We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios.

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We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions, and application programming interfaces ("APIs").

AI is embedded across these offerings to enhance data discovery, automate routine workflows and improve the speed and accuracy of client insights.

The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions.

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the Americas, EMEA and Asia Pacific.

During fiscal 2024, we revised our internal organization within each segment to offer data, products and analytical applications by firm type:

Within each segment, we offer data, products and analytical applications by firm type:

Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.

Our chief operating decision maker ("CODM") continues to review our business and operating results based on our segments, the realignment of our internal organization by firm type did not impact our segments for fiscal 2024.

Refer to Note 18, Segment Information for further discussion on our segments and CODM.

Refer to Note 17, Segment Information for further discussion on our segments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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all intercompany activity and balances have been eliminated.

Reclassifications

For the year ended August 31, 2025, asset impairments were included within Selling, general and administrative ("SG&A") in the Consolidated Statements of Income and within Other, net in the Consolidated Statements of Cash Flows.

We conformed the comparative prior year figures to the current year presentation.

For the year ended August 31, 2025, Prepaid expenses and other assets, previously included within Other, net, were presented as a separate component of Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.

We conformed the comparative prior year figures to the current year presentation.

Use of Estimates

The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates may include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, property, equipment and leasehold improvements ("PPE"), contingencies and impairment assessments.

Significant estimation may be involved in the accounting for income taxes, stock-based compensation, goodwill, business combinations, property, equipment and leasehold improvements ("PPE"), intangible assets and contingencies.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities.

Actual results could differ materially from those estimates.

Refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates , of this Annual Report on Form 10-K for further discussion on our use of estimates.

Revenue Recognition

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The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions.

In addition, through the CGS platform, we provide subscription access to a database of universally recognized identifiers reflecting differentiating characteristics for issuers and their financial instruments (referred to as the "Identifier Platform").

In addition, through the CGS platform, we provide subscription access to a database of universally recognized security identifiers reflecting differentiating characteristics for issuers and their financial instruments (referred to as the "Identifier Platform").

Revenues from our products and services are recognized as we transfer control to our clients, in an amount that reflects the consideration we expect to receive in exchange for satisfying our performance obligations.

We record revenues net of sales taxes which are subsequently remitted to taxing authorities and are excluded from the transaction price.

We determined the majority of our contracts with clients, whether for our Hosted Platform or Identifier Platform service, each represent a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client.

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Our stock-based compensation expense consists of:

• Stock options, restricted stock units ("RSUs") and/or performance share units ("PSUs") issued to eligible employees under the FactSet Research Systems Inc.

• Stock options, restricted stock units ("RSUs") and performance share units ("PSUs") issued to eligible employees under the FactSet Research Systems Inc.

Stock Option and Award Plan, as Amended and Restated (the "LTIP").

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We measure and recognize stock-based compensation expense for all stock-based awards and purchases of common stock under the ESPP based on their estimated grant date fair value.

To estimate the grant date fair value, we utilize a lattice-binomial option-pricing model ("binomial model") for our employee stock options and the Black-Scholes model for non-employee director stock options and common stock purchased by eligible employees under our ESPP.

We utilize a lattice-binomial option-pricing model ("binomial model") to estimate the grant date fair value for our employee stock options and the Black-Scholes model to estimate the grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP.

Both the binomial model and Black-Scholes model involve certain estimates and assumptions such as:

• Risk-free interest rate - based on the U.S.

Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

• Risk-free interest rate - based on the United States ("U.S.") Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

• Expected life - the weighted average period the stock-based awards are expected to remain outstanding.

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Stock-based compensation expense for stock option and RSU awards is recognized over the requisite service period using the straight-line method.

For stock options and RSU grants, the amount of stock-based compensation expense recognized on any date is at least equal to the vested portion of the award on that date.

For these awards, the amount of stock-based compensation expense recognized on any date is at least equal to the vested portion of the award on that date.

Our PSUs require us to make assumptions regarding the probability of achieving specified performance levels established at the time of grant.

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For our ESPP, stock-based compensation expense is recognized on a straight-line basis over the offering period.

Our stock-based awards are generally subject to the continued employment and continued service at the time of vesting by employees and non-employee directors, respectively.

Our stock-based awards are generally subject to the continued employment for employees, or continued service for non-employee directors, through the applicable vesting date.

Compensation expense for stock-based awards is recorded net of estimated forfeitures, which are based on historical forfeiture rates and are revised if actual forfeitures differ from those estimates.

Research and Product Development Costs

We do not have a separate research and product development ("R&D") department, but rather we rely on collaboration across departments, with costs primarily consisting of employee compensation costs, such as salaries and related benefits for our product development, software engineering and technical support departments, as well as certain third party costs.

We do not have a separate research and product development department, but rather we rely on collaboration across departments, with costs primarily consisting of employee compensation costs, such as salaries and related benefits for our product development, software engineering and technical support departments, as well as certain third party costs.

These teams collaborate with our strategists, product and content managers, technologists, sales and other team members to develop new products and process innovations and enhance existing products.

Our R&D costs are expensed as incurred and are primarily recorded in employee compensation costs, which are included in our Cost of services and Selling, general and administrative ("SG&A") expenses in the Consolidated Statements of Income, dependent on the nature of the team.

We incurred R&D costs of $ 265.2 million, $ 267.4 million and $ 255.1 million during fiscal 2024, 2023 and 2022, respectively.

Our research and product development costs are expensed as

incurred and are primarily recorded in employee compensation costs, which are included in our Cost of services and Selling, general and administrative ("SG&A") expenses in the Consolidated Statements of Income, dependent on the nature of the team.

We incurred research and product development costs of $ 300.7 million, $ 265.2 million and $ 267.4 million during fiscal 2025, 2024 and 2023, respectively.

We account for income taxes using the asset and liability method.

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We follow a two-step approach in recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not (defined as a likelihood of

more than 50%) that a tax position will be sustained based on its technical merits as of the reporting date.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not (defined as a likelihood of more than 50%) that a tax position will be sustained based on its technical merits as of the reporting date.

The second step, for those positions that meet the recognition criteria, is to measure and recognize the largest amount of benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority.

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The determination of liabilities related to uncertain tax positions and associated interest and penalties requires significant estimates and assumptions;

as such, there can be no assurance that we will accurately predict the outcomes of these audits.

as such, there can be no assurance that we will accurately predict the outcome.

For this reason and due to ongoing audits by multiple tax authorities, we regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions.

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Amounts included in accounts receivable are expected to be collected within one year.

Our allowance for expected credit losses is based on a variety of factors, including collectability trends, our historical write-off activity, current economic environment, customer-specific information and expectations of future economic conditions.

Our allowance for expected credit losses is based on a variety of factors, including collectability trends, our historical write-off activity, current economic environment, client-specific information and expectations of future economic conditions.

Our allowance is recorded to SG&A in the Consolidated Statements of Income and we assess the adequacy of the allowance on a quarterly basis.

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Property and equipment are depreciated based on the straight-line method over the estimated useful lives of the assets, ranging from three to five years for computers and related equipment and seven years for furniture and fixtures.

Leasehold improvements are amortized on a straight-line basis over the shorter of their respective useful lives or the related lease term.

Leasehold improvements are amortized on a straight-line basis over the

shorter of their respective useful lives or the related lease term.

Repairs and maintenance expenditures, which are not considered leasehold improvements and do not extend the useful life of the property and equipment, are expensed as incurred.

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When assessing goodwill for impairment, we may first elect to perform a qualitative analysis for the reporting units to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying value.

If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less

than its carrying value or if we elect not to perform a qualitative analysis, a quantitative analysis is performed to determine whether a goodwill impairment exists.

If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less than its carrying value or if we elect not to perform a qualitative analysis, a quantitative analysis is performed to determine whether a goodwill impairment exists.

The quantitative goodwill impairment analysis is used to identify potential impairment by comparing the carrying value of a reporting unit with its fair value.

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Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable.

If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows.

If indicators of impairment are present, the asset group is tested for impairment by comparing its carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows.

Internal-use Software and Implementation Costs of Hosting Arrangements

Our developed technology intangible assets (“Developed technology”) include capitalized internal-use software costs related to internal employee compensation costs and external expenses incurred during the application development phase.

These costs relate to the development, modification, or acquisition of software for internal-use and are recorded in Intangible assets, net on the Consolidated Balance Sheets.

Development costs related to software upgrades and enhancements are capitalized if they provide additional functionality.

We also capitalize qualifying implementation costs for hosting arrangements that meet the capitalization criteria per the internal-use software guidance.

These implementation costs are recorded in Other assets on the Consolidated Balance Sheets.

Our developed technology intangible assets (“Developed technology”) consist of capitalized internal-use software costs, such as employee compensation and external expenses incurred during the application development phase, as well as costs related to upgrades and enhancements that add functionality, and software acquired for internal use.

These costs are recorded in Intangible assets, net on the Consolidated Balance Sheets.

We also capitalize qualifying implementation costs for hosting arrangements that meet the capitalization criteria per the internal-use software guidance within Other assets on the Consolidated Balance Sheets.

Our Developed technology and implementation assets are typically amortized over three to five years using the straight-line method.

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We determine if an arrangement qualifies as a lease at inception by evaluating if there is an identified asset and whether we obtain substantially all the economic benefits of and have the right to control the use of an asset.

For operating leases with a term greater than one year, we recognize lease right-of-use ("ROU") assets and lease liabilities as the present value of future minimum lease payments over the reasonably certain lease term beginning at the commencement or modification date.

For operating leases with a term greater than one year, we recognize lease right-of-use ("ROU") assets and lease liabilities as the present value of future minimum lease payments over the reasonably

certain lease term beginning at the commencement or modification date.

The future minimum lease payments include fixed lease payments and certain qualifying index-based variable payments.

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Our operating leases are classified within Lease right-of-use assets, net, Current lease liabilities and Long-term lease liabilities on our Consolidated Balance Sheets.

Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate ("IBR") at the lease commencement or modification date, or on the date of lease modification, if applicable, in determining the present value of future payments.

Our leases generally do not have a readily determinable implicit rate;

therefore, we use our incremental borrowing rate ("IBR") at the lease commencement, or on the date of lease modification, if applicable, in determining the present value of future payments.

Our IBR is derived by selecting U.S.

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We review our lease ROU assets for impairment when there are indicators that an asset may no longer be recoverable.

The impairment assessment requires significant judgments and estimates, including estimating subtenant rental income, calculating

an appropriate discount rate and assessing other applicable future cash flows associated with the leased location.

The impairment assessment requires significant judgments and estimates, including estimating subtenant rental income, calculating an appropriate discount rate and assessing other applicable future cash flows associated with the leased location.

These estimates are based on our experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

Impairments are recognized as a reduction to the carrying value of the Lease right-of-use assets, net with a corresponding increase to Asset impairments on our Consolidated Balance Sheets and Consolidated Statements of Income, respectively.

Derivative Instruments

We use derivative financial instruments ("derivatives") to manage exposure to foreign currency exchange rates and variable interest rates.

Our primary objective in holding derivatives is to reduce the volatility in cash flows associated with foreign currency fluctuations and funding activities arising from changes in interest rates.

We do not employ derivatives for trading or speculative purposes.

Foreign Currency Forward Contracts

As we conduct business outside the U.S.

in several currencies, we utilize derivative instruments (foreign currency forward contracts) to mitigate our currency exposures from fluctuations in foreign currency exchange rates that can create volatility in our results of operations, cash flows and financial condition.

Our primary currency exposures include the British Pound Sterling, Euro, Indian Rupee and Philippine Peso.

In designing a specific hedging approach, we consider several factors, including offsetting exposures, significance of exposures, forecasting risk and potential effectiveness of the hedge.

Interest Rate Swap Agreement

We leverage interest rate swap agreements to hedge the variability of our cash flows resulting from floating interest rates on our debt.

Through a swap agreement, for the portion of the debt that is hedged, we pay interest at a fixed interest rate as opposed to a floating interest rate per the contractual terms of our debt agreement, at specified intervals throughout the life of the interest rate swap agreement.

Derivative Instrument Classification

At inception of the hedge accounting relationship and on a quarterly basis, we formally assess whether derivatives designated as cash flow hedges are highly effective in offsetting changes to the forecasted cash flows of the hedged items.

If the cash flow hedges are deemed to be highly effective, the gain or loss on the cash flow hedges are initially reported as a component of Accumulated other comprehensive loss ("AOCL") on the Consolidated Balance Sheets.

These changes are subsequently reclassified to the Consolidated Statements of Income and recorded in SG&A for the foreign currency forward contracts and Interest expense for the interest rate swap agreements, when the hedged exposure affects earnings.

All our derivatives are assessed for effectiveness at each reporting period and are designated as hedging instruments.

Impairments are recognized as a reduction to the carrying value of the Lease right-of-use assets, net with a corresponding increase to SG&A on our Consolidated Balance Sheets and Consolidated Statements of Income, respectively.

Treasury Stock

We account for treasury stock under the cost method and include Treasury stock as a component of Stockholders' equity on the Consolidated Balance Sheets.

We account for treasury stock under the cost method and present it within Treasury stock as a component of Stockholders' equity on the Consolidated Balance Sheets.

We may repurchase shares of our common stock under our share repurchase program in the open market or via privately negotiated transactions, subject to market conditions.

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The Inflation Reduction Act of 2022 ("IRA"), which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

During fiscal 2024, we recorded the applicable excise tax in Treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accounts payable and accrued expenses on the Consolidated Balance Sheets.

We record the applicable excise tax in Treasury stock, as part of the cost basis of the stock repurchased, and a corresponding liability for the excise taxes payable in Accounts payable and accrued expenses on the Consolidated Balance Sheets.

Fair Value Measurements

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dollars using period-end rates of exchange for assets and liabilities and average monthly rates for revenues and expenses.

The resulting translation gains and losses that arise from translating these assets, liabilities, revenues and expenses of our foreign operations are recorded in AOCL in the Consolidated Balance Sheets.

The resulting translation gains and losses that arise from translating these assets, liabilities, revenues and expenses of our foreign operations are recorded in Accumulated other comprehensive loss ("AOCL") in the Consolidated Balance Sheets.

For the financial statements of our foreign subsidiaries that are U.S.

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Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations.

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, accounts receivable, investments in mutual funds and derivative instruments.

The maximum credit exposure of our cash, cash equivalents, accounts receivable and investments in mutual funds is their carrying values as of the balance sheet date.

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, restricted cash, investments in mutual funds, accounts receivable and derivative instruments.

The maximum credit exposure of our cash, cash equivalents, restricted cash, investments in mutual funds and accounts receivable is their carrying values as of the balance sheet date.

The maximum credit exposure related to our derivative instruments is based upon their respective gross fair values as of the balance sheet date.

Cash, Cash Equivalents and Investments

We are exposed to credit risk on our cash, cash equivalents and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact.

Cash, Cash Equivalents, Restricted Cash and Investments

We are exposed to credit risk on our cash, cash equivalents, restricted cash and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact.

We invest in a manner that aligns with our restrictive cash investment practices, preserves capital and provides liquidity, while minimizing our exposure to credit risk.

We limit our exposure to credit loss by investing with multiple financial and governmental institutions that we believe are high-quality and credit-worthy.

We have not experienced any credit losses relating to our cash, cash equivalents and investments in mutual funds.

We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash and investments in mutual funds.

Accounts Receivable

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As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available.

We are not dependent on any individual third-party data supplier to meet the needs of our clients, with only two data suppliers each representing more than 10 % of our total data costs for the year ended August 31, 2024.

We are not dependent on any individual third-party data supplier to meet the needs of our clients, with two data suppliers each representing more than 10 % of our total data costs for the year ended August 31, 2025.

Concentrations of Cloud Providers

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Recently Adopted Accounting Pronouncements

We did not adopt any new standards or updates issued by the Financial Accounting Standards Board ("FASB") during fiscal 2024 that had a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

SEC Disclosures - The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted a final rule under SEC Release Nos.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which would require disclosure of certain climate-related information in various filings with the SEC.

In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review.

We are currently assessing the potential impact of the rule on our disclosures.

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

This ASU enhances segment disclosures primarily related to significant segment expenses for both interim and annual periods.

We adopted this ASU on a retrospective basis for our annual financial statements starting in fiscal 2025.

The adoption of this ASU resulted in additional disclosures with no impact to our Consolidated Financial Statements.

Refer to Note 17, Segment Information , for further information.

Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued Accounting Standards Update ("ASU") 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements .

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements .

This ASU amends the FASB Accounting Standards Codification ("the Codification") to remove references to various FASB Concepts Statements and impacts a variety of topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance.

The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our interim and annual financial statements starting in fiscal 2026.

We early adopted this ASU on a prospective basis as of March 1, 2025.

The adoption of this ASU did not have a material impact on our Consolidated Financial Statements or related disclosures.

Accounting Pronouncements Not Yet Adopted

Income Statement - Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses .

This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the footnotes to the financial statements.

This ASU does not change the expense captions on the income statement.

The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029.

Early adoption is permitted.

This ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

This ASU is not expected to have a material impact on our Consolidated Financial Statements.

We are currently assessing the impact of the new requirements on our disclosures.

Securities and Exchange Commission ("SEC") Disclosures - The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted a final rule under SEC Release Nos.

In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review.

In March 2025, the SEC stated that it has ended its defense of the rule.

We are currently monitoring the legal challenges and assessing the potential impact of the rule on our disclosures.

Income Taxes - Improvements to Income Tax Disclosures

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We are currently assessing the impact of the new requirements on our disclosures.

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

This ASU enhances segment disclosures primarily related to significant segment expenses for both interim and annual periods.

The amendments in this ASU are to be applied retrospectively and are effective for our annual financial statements starting in fiscal 2025 and interim periods starting in fiscal 2026.

Early adoption is permitted.

This ASU is not expected to have a material impact on our Consolidated Financial Statements.

We are currently assessing the impact of the new requirements on our disclosures.

Disclosure Improvements - Codification Amendment in Response to the Securities and Exchange Commission's ("SEC") Disclosure Update and Simplification Initiative

Disclosure Improvements - Codification Amendment in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative .

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REVENUE RECOGNITION

We derive most of our revenues by delivering client access to our Hosted Platform, which is a subscription-based service that provides clients with a tailored selection of products and services including workstations, portfolio analytics and enterprise solutions.

We also derive revenues from the Identifier Platform, a subscription-based CGS platform service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments.

We derive most of our revenues by delivering client access to our multi-asset class solutions powered by our platform of connected data and technology that is available over the contractual term (referred to as the "Hosted Platform").

The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions.

We also derive revenues through the CGS platform, a subscription-based service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments (referred to as the "Identifier Platform").

The majority of each of our contracts with clients, whether for Hosted Platform or Identifier Platform services, represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client.

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There are no significant judgments that would impact the timing of revenue recognition.

Due to our election of the practical expedient, we do not consider payment terms as a financing component within a client contract when, at contract inception, the period between the transfer of the promised services to the client and the payment timing for those services will be one year or less.

The majority of client contracts have a duration of one year, or the amount we are entitled to receive corresponds directly with the value of our performance obligations completed to date.

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$ — $ 808 $ — $ 808

Contingent liability (4)

Contingent liabilities (4)

— — 24,126 24,126

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(2) Our mutual funds' fair value is based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach.

The fair value of the underlying investments is based on observable inputs.

The fair value of each underlying investment is based on observable inputs.

Our mutual funds are included in Investments within the Consolidated Balance Sheets.

(3) Our derivative instruments include our foreign exchange forward contracts and interest rate swap agreements.

We utilize the income approach to measure fair value for our foreign exchange forward contracts.

(3) Our derivative instruments included foreign exchange forward contracts and interest rate swap agreements.

We utilized the income approach to measure fair value for our foreign exchange forward contracts.

The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads.

To estimate fair value for our interest rate swap agreement, we utilize a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves.

Refer to Note 5, Derivative Instruments for more information on our derivative instruments and their classification within the Consolidated Balance Sheets.

(4) Our contingent liability resulted from the acquisition of a business during fiscal 2023.

This liability reflects the present value of potential future payments that are contingent upon the achievement of certain specified milestones.

The acquisition date fair value of the contingent liability was $ 7.9 million and was valued using a scenario-based method.

To estimate fair value for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves.

Our derivative instruments in an asset position are included in Prepaid expenses and other current assets and those in a liability position are included in Accounts payable and accrued expenses within the Consolidated Balance Sheets.

(4) Our contingent liabilities resulted from the acquisitions of various businesses.

These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method.

This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate.

The fair value of the contingent liability is remeasured each reporting period until the contingency is resolved, with any changes in fair value recorded in SG&A within the Consolidated Statements of Income.

During fiscal 2024, as the achievement of a specified milestone was met, we reclassified $ 4.7 million from our contingent liability to Accounts payable and accrued expenses.

The remaining change in the fair value of the contingent liability from the acquisition date through August 31, 2024 was driven by the passage of time, with no changes made to key assumptions used in our fair value estimates.

Refer to Note 5, Acquisitions, for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.

(b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

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The fair values of these non-financial assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information and discounted cash flow projections.

We recorded asset impairments in the Consolidated Statements of Income of $ 4.7 million and $ 25.9 million during fiscal 2024 and fiscal 2023, respectively, to reflect the difference between the fair market value and carrying value of certain assets.

These impairments were the result of a $ 3.4 million and $ 18.0 million charge during fiscal 2024 and fiscal 2023, respectively, related to our lease ROU assets and PPE.

These charges were associated with vacating certain leased office space to rightsize our real estate footprint.

As there were no expected future cash flows from the lease ROU assets for locations we will not sublease, nor for PPE linked to the vacated leased office space, we concluded that these assets hold no remaining fair value and were fully impaired.

For those locations we anticipated subleasing, we estimated the fair value of the lease ROU assets as of the cease use date, using a market approach, based on expected future cash flows from sublease income.

For this assessment we relied on certain assumptions, which included estimates of the rental rate, period of vacancy, incentives and annual rent increases.

Due to the subjective nature of the unobservable inputs used, the fair value measurement for the asset impairments was classified within Level 3 of the fair value hierarchy.

The remaining asset impairments for fiscal 2024 and 2023 were $1.3 million related to impairment of Developed technology and $ 7.9 million related to Developed technology and Trade names, respectively.

We elected not to carry our debt, which includes our Current debt and Long-term debt, at fair value on the Consolidated Balance Sheets.

The carrying value of our debt is net of related unamortized discounts and debt issuance costs.

Our debt is comprised of our Senior Notes and 2022 Credit Facilities.

We elected not to carry our debt at fair value on the Consolidated Balance Sheets.

Our Senior Notes are publicly traded;

therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs.

The fair value of our 2022 Credit Facilities is estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs.

Refer to Note 12, Debt for definitions of, and more information on, our Senior Notes and 2022 Credit Facilities.

therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the last business day of the fiscal year, which are considered Level 1 inputs.

The fair value of our 2022 and 2025 Credit Facilities, for their respective outstanding periods, was estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs.

Refer to Note 11, Debt for definitions of, and more information on, our Senior Notes, 2025 Credit Facilities and 2022 Credit Facilities.

The following table summarizes information on our outstanding debt as of August 31, 2025 and August 31, 2024:

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2032 Notes Level 1 500,000 460,440 500,000 449,380

2025 Term Facility

Level 3 375,000 374,866 — —

2022 Revolving Facility Level 3 — — 250,000 246,578

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Total unamortized discounts and debt issuance costs (1)

( 6,740 ) ( 9,027 )

Total net carrying value of debt $ 1,368,260 $ 1,365,973

DERIVATIVE INSTRUMENTS

Cash Flow Hedges

In designing our hedging approach, we consider several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge to reduce the volatility of our earnings and cash flows.

Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed, and the availability, effectiveness and cost of derivative instruments.

We utilize derivative instruments to manage risk and not for speculative or trading purposes.

We limit counterparties to financial institutions we believe are credit-worthy.

Refer to Note 2, Summary of Significant Accounting Policies - Concentrations of Credit Risk , for further discussion on counterparty credit risk.

We leverage foreign currency forward contracts and interest rate swap agreements to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates and to manage our floating interest rate exposure, respectively.

Our foreign currency forward contracts and interest rate swap agreements are designated as cash flow hedges at inception.

For highly effective cash flows hedges, the change in the derivative's fair value is recorded in AOCL, net of tax, in the Consolidated Balance Sheets.

Our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income during fiscal 2024 and 2023.

All components of each derivative’s gain or loss were included in the assessment of hedge effectiveness.

Realized gains or losses from the settlement of our foreign currency forward contracts and interest rate swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income.

There was no discontinuance of our foreign currency forward contracts during fiscal 2022 through fiscal 2024 nor our interest rate swap agreements during fiscal 2023 and 2024.

As such, no corresponding gains or losses related to changes in the fair value of these contracts were reclassified into earnings prior to settlement during those respective periods.

Our 2020 interest rate swap agreement was terminated during fiscal 2022 and resulted in a one-time benefit.

Refer to the 2022 Swap Agreement discussed within this footnote for more information.

Foreign Currency Forward Contracts

As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates.

During fiscal 2024 and 2023, we maintained a series of foreign currency forward contracts to hedge a portion of our primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso.

We entered into these contracts with the intent to hedge between 25 % to 75 % of the currency exposure related to our projected operating income in these primary currencies over their respective hedge periods.

As of August 31, 2024, the hedge maturity periods of our outstanding foreign currency forward contracts range from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2025.

The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S.

dollars as of August 31, 2024 and August 31, 2023:

August 31, 2024 August 31, 2023

(in thousands) Local Currency Amount Notional Contract Amount (USD) Local Currency Amount Notional Contract Amount (USD)

Indian Rupee Rs 4,651,351 $ 55,200 Rs 3,363,150 $ 40,300

British Pound Sterling £ 41,200 52,372 £ 45,000 56,098

Euro € 43,800 48,183 € 39,000 42,646

Philippine Peso ₱ 1,850,674 32,400 ₱ 1,888,541 33,600

Total $ 188,155 $ 172,644

Refer to Part II, Item 7A.

Quantitative and Qualitative Disclosures About Market Risk , of this Annual Report on Form 10-K for further discussion of our exposure to foreign exchange rate fluctuations.

Interest Rate Swap Agreements

2024 Swap Agreement

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $ 200.0 million to hedge a portion of our outstanding floating Secured Overnight Financing Rate ("SOFR") debt with a fixed interest rate of 5.145 %.

The notional amount of the 2024 Swap Agreement declines by $ 50.0 million on a quarterly basis beginning May 31, 2024.

As of August 31, 2024, the notional amount of the 2024 Swap Agreement was $ 100.0 million.

The 2024 Swap Agreement matures on February 28, 2025.

2022 Swap Agreement

On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $ 800.0 million to hedge a portion of our outstanding floating SOFR rate debt with a fixed interest rate of 1.162 %.

The notional amount of the 2022 Swap Agreement declined by $ 100.0 million on a quarterly basis beginning May 31, 2022.

Effective December 30, 2022, we partially novated our 2022 Swap Agreement to equally apportion the then-outstanding notional amount of the interest rate swap between two counterparties.

No other terms of the 2022 Swap Agreement were amended, terminated, or otherwise modified prior to its maturity.

The 2022 Swap Agreement matured on February 28, 2024.

2020 Swap Agreement

On March 5, 2020, we entered into an interest rate swap agreement ("2020 Swap Agreement") with a notional amount of $ 287.5 million.

The 2020 Swap Agreement hedged a portion of our then outstanding floating London Interbank Offer Rate ("LIBOR") rate debt with a fixed interest rate of 0.7995 % to mitigate our interest rate exposure.

On March 1, 2022, we terminated the 2020 Swap Agreement, which resulted in a one-time benefit of $ 3.5 million recognized in Interest expense in the Consolidated Statements of Income during fiscal 2022, based on its fair market value.

Refer to Note 12, Debt , for further discussion of our outstanding floating rate debt and refer to Part II, Item 7A.

Quantitative and Qualitative Disclosures About Market Risk , in this Annual Report on Form 10-K for further discussion of our exposure to interest rate risk on our variable interest rate debt outstanding.

Gross Notional Value and Fair Value of Derivative Instruments

The following is a summary of the gross notional values of our derivative instruments:

(in thousands)

Gross Notional Value

August 31, 2024 August 31, 2023

Foreign currency forward contracts $ 188,155 $ 172,644

Interest rate swap agreement 100,000 200,000

Total cash flow hedges $ 288,155 $ 372,644

The following is a summary of the fair values of our derivative instruments:

Fair Value of Derivative Instruments

(in thousands) Derivative Assets Derivative Liabilities

Derivatives designated as hedging instruments Balance Sheet Classification August 31, 2024 August 31, 2023 Balance Sheet Classification August 31, 2024 August 31, 2023

Foreign currency forward contracts Prepaid expenses and other current assets $ 2,619 $ 1,260 Accounts payable and accrued expenses $ 127 $ 608

Interest rate swap agreement Prepaid expenses and other current assets — 3,123 Accounts payable and accrued expenses 123 —

Total cash flow hedges $ 2,619 $ 4,383 $ 250 $ 608

Derivative Recognition

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the years ended August 31, 2024, 2023 and 2022:

(in thousands) Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income Gain (Loss) Reclassified from AOCL into Income

Derivatives in Cash Flow Hedging Relationships 2024 2023 2022 2024 2023 2022

Foreign currency forward contracts $ 1,771 $ 5,783 $ ( 16,356 ) SG&A $ ( 69 ) $ ( 3,176 ) $ ( 7,867 )

Interest rate swap agreement 41 4,368 17,245 Interest expense 3,287 13,657 1,854

Total cash flow hedges $ 1,812 $ 10,151 $ 889 $ 3,218 $ 10,481 $ ( 6,013 )

As of August 31, 2024, we estimate that net pre-tax derivative gains of $ 2.4 million included in AOCL will be reclassified into earnings within the next 12 months.

Offsetting of Derivative Instruments

We enter into master netting arrangements designed to permit net settlement of derivative transactions among the respective counterparties, settled on the same date and in the same currency.

As of August 31, 2024 and 2023, there were no material amounts recorded net in the Consolidated Balance Sheets.

Our acquisitions with the most significant cash flows during fiscal 2022 through fiscal 2024 included CGS and Cobalt Software, Inc.

Refer to Note 19, Subsequent Events for information on our proposed acquisition of Platform Group Limited (“Irwin”).

CUSIP Global Services

On March 1, 2022, we completed the acquisition of CGS for a cash purchase price of $ 1.932 billion, inclusive of working capital adjustments.

CGS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments.

It is the foundation for security master files relied on by critical front, middle and back-office functions.

CGS, operating on behalf of the American Bankers Association ("ABA"), is the exclusive issuer of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally and also acts as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute number agency for more than 30 other countries.

We acquired CGS to expand our critical role in the global capital markets.

The CGS purchase price was in excess of the fair value of net assets acquired, resulting in the recognition of goodwill.

We finalized the purchase accounting for the CGS acquisition during the fourth quarter of fiscal 2022 and did not record any material changes to the preliminary purchase price allocation.

(1) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

Our acquisitions with the most significant cash flows during fiscal 2023 through fiscal 2025 included:

Liquid Holdings, LLC ("LiquidityBook")

On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $ 243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments.

The purchase price includes contingent consideration of $ 11.9 million, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones.

Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients.

LiquidityBook operates a proprietary FIX network that enables streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally.

This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet’s ability to serve the integrated workflow needs of clients across the portfolio life cycle.

The results of LiquidityBook's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements.

Pro forma information has not been presented because the effect of the LiquidityBook acquisition was not material to our Consolidated Financial Statements.

The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired and the finalization of working capital adjustments.

We expect to finalize the allocation of the purchase price for LiquidityBook as soon as possible, but in any event, no later than one year from the acquisition date.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

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Amortizable intangible assets

ABA business process 1,583,000 36 years Straight-line

Software technology 65,600 12 years Straight-line

Client relationships 8,800 17 years Straight-line

Acquired databases 46,000 15 years Straight-line

Trade names 3,400 10 years Straight-line

Goodwill 164,787

Other assets 487

Current liabilities

Deferred revenues, long-term ( 1,481 )

Deferred revenues ( 799 )

Other current liabilities ( 2,386 )

Other liabilities ( 600 )

Total purchase price $ 243,182

(1) Includes an accounts receivable balance of $ 29.5 million.

(2) Includes a deferred revenues balance of $ 99.4 million.

The CGS acquisition was accounted for in accordance with ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ;

as such, the deferred revenues did not include a fair value adjustment.

Goodwill totaling $ 215.0 million represents the excess of the CGS purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition.

The goodwill is included in the Americas segment and is deductible for income tax purposes.

The majority of the net assets acquired relate to an ABA business process intangible which is a renewable license agreement with the ABA to manage the issuance, maintenance and access to the CUSIP numbering system and related database of CUSIP identifiers.

This intangible asset's valuation and associated useful life considers the nature of the business relationship, multi-year term of the current agreement and the likelihood of long-term renewals.

The useful life assigned to the Client relationships intangible asset considers the strong historical client retention and client renewals as a basis for expected future retention.

The useful life assigned to Acquired databases considers the historical period of data collection and the limited changes to the data on an annual basis.

The results of CGS's operations have been included in our Consolidated Financial Statements, within the Americas, EMEA and Asia Pacific segments, beginning with the closing of the acquisition on March 1, 2022.

Pro forma information has not been presented because the effect of the CGS acquisition was not material to our Consolidated Financial Statements.

Cobalt Software, Inc.

On October 12, 2021, we acquired all of the outstanding shares of Cobalt for a purchase price of $ 50.0 million, net of cash acquired, and inclusive of working capital adjustments.

Cobalt is a leading portfolio monitoring platform for the private capital industry.

We acquired Cobalt to scale our data and workflow solutions through targeted investments as part of our multi-year investment plan and to expand our private markets offering.

The Cobalt purchase price was in excess of the fair value of net assets acquired, resulting in the recognition of goodwill.

We finalized the purchase accounting for the Cobalt acquisition during the fourth quarter of fiscal 2022 and did not record any material changes to the preliminary purchase price allocation.

Goodwill totaling $ 164.8 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition.

The goodwill is included in the Americas, EMEA and Asia Pacific segments and is deductible for income tax purposes.

Platform Group Limited ("Irwin")

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $ 120.2 million, net of cash acquired, and inclusive of working capital adjustments.

The purchase price includes contingent consideration of $ 9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones.

Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

Irwin is a leading investor relations and capital markets platform for public companies and their advisors.

This acquisition builds on a recent successful partnership between FactSet and Irwin, and expands our ability to address the holistic workflow needs of investor relations professionals with an integrated, modern solution.

The results of Irwin's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements.

Pro forma information has not been presented because the effect of the Irwin acquisition was not material to our Consolidated Financial Statements.

We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025 and did not record any material changes to the preliminary purchase price allocation.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

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Client relationships 1,700 11 years Straight-line

Trade names 1,400 10 years Straight-line

Goodwill 91,376

Other assets 34

Current liabilities

Deferred revenues ( 4,218 )

Other current liabilities ( 524 )

Other liabilities ( 8,041 )

Total purchase price

Goodwill totaling $ 41.3 million represents the excess of the Cobalt purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition.

Goodwill totaling $ 91.4 million represents the excess of the Irwin purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition.

The goodwill is included in the Americas and EMEA segments and is not deductible for income tax purposes.

The useful life assigned to Software technology considers our historical experience and anticipated technological changes.

The useful life assigned to the Client relationships intangible asset considers the historical client retention as a basis for expected future retention.

The results of Cobalt's operations have been included in our Consolidated Financial Statements, within the Americas and EMEA segments, beginning with its acquisition on October 12, 2021.

Pro forma information has not been presented because the effect of the Cobalt acquisition was not material to our Consolidated Financial Statements.

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

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PPE depreciation and amortization expense was $ 24.1 million, $ 20.2 million and $ 18.1 million for fiscal 2025, 2024 and 2023, respectively.

During fiscal 2024, 2023 and 2022, we incurred impairment charges of $ 1.8 million, $ 3.6 million and $ 30.7 million, respectively, for PPE related to vacating certain leased office space.

The impairment charges are included within Asset impairments in the Consolidated Statements of Income.

Refer to Note 4, Fair Value Measures , for more information on the PPE impairment methodology.

Changes in the carrying value of goodwill by segment for the years ended August 31, 2025 and 2024 are as follows:

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Acquisitions 219,107 32,680 9,034 260,821

Divestiture ( 269 ) ( 1,291 ) ( 43 ) ( 1,603 )

Foreign currency translations 2,460 8,605 3,296 14,361

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We performed our annual goodwill impairment test during the fourth quarter of fiscal 2025 and 2024.

During fiscal 2024, we utilized a qualitative analysis and concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its respective carrying value.

During fiscal 2023, we utilized a quantitative analysis, electing to bypass the optional qualitative assessment, and concluded there was no impairment as the fair value of each of our reporting units exceeded its carrying value.

During fiscal 2025 and 2024, we utilized a qualitative analysis and concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its respective carrying value.

INTANGIBLE ASSETS

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260,154 127,669 132,485 181,492 68,286 113,206

Data content (1)

84,374 38,725 45,649 81,021 33,108 47,913

Software technology 3 to 12

253,899 131,731 122,168 143,685 117,189 26,496

86,416 44,490 41,926 84,374 38,725 45,649

Trade names 5 to 10

4,919 326 4,593 — — —

Non-compete agreements 4

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Total $ 2,468,743 $ 552,641 $ 1,916,102 $ 2,259,260 $ 415,119 $ 1,844,141

(1) During fiscal 2024, we combined our Data content and Acquired databases intangible assets together, currently presented as Data content.

We conformed the comparative figures as of August 31, 2023 to the current year's presentation.

The weighted average useful life of our intangible assets as of August 31, 2025 was 30.5 years.

During fiscal 2024 and 2023, we incurred asset impairment charges of $1.3 million related to Developed technology and $ 7.9 million related to Developed technology and Trade names, respectively, which is included in Asset impairments in the Consolidated Statements of Income.

We did not identify a material change to the estimated remaining useful lives of our intangible assets during fiscal 2025 and 2024.

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Total $ 1,916,102

We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business.

We are subject to taxation in the U.S.

and various state, local and foreign jurisdictions in which we conduct our business.

Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates.

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$ 123,918 $ 114,377 $ 115,781

Our effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as other non-recurring events.

Our effective tax rate will vary based on, among other factors, changes in levels of foreign income, as well as other non-recurring events.

The following table presents a reconciliation between the U.S.

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rates 1.7 1.5 ( 0.1 )

Foreign derived intangible income ("FDII") deduction ( 2.3 ) ( 1.6 ) ( 2.2 )

Income tax benefits from R&D tax credits ( 2.8 ) ( 3.8 ) ( 4.1 )

Foreign derived intangible income ("FDII") tax deduction ( 2.0 ) ( 2.3 ) ( 1.6 )

Income tax benefits from research and development ("R&D") tax credits ( 3.1 ) ( 2.8 ) ( 3.8 )

Stock-based payments ( 1.4 ) ( 2.1 ) ( 2.2 )

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Effective tax rate 17.2 % 17.6 % 19.8 %

(1) During fiscal 2024, we further disaggregated our effective tax rate reconciliation.

We conformed comparative figures for fiscal 2023 and 2022 to the current year’s presentation.

(1) During fiscal 2023, we recorded an out-of-period adjustment related to a review and analysis of certain tax positions, resulting in a one-time net charge.

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Deferred Tax Assets and Liabilities

The significant components of deferred tax assets and liabilities recorded within the Consolidated Balance Sheets were as follows:

We recognize deferred income taxes to reflect the temporary differences between the financial statement carrying amounts of assets and liabilities and their corresponding tax basis.

The tax effects of these differences are as follows:

(in thousands) As of August 31,

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Total deferred tax liabilities $ ( 206,575 ) $ ( 175,979 )

Deferred tax assets (liabilities), net $ 49,074 $ 52,885

Valuation allowance

Total deferred tax assets (liabilities), net $ 46,324 $ 52,885

At August 31, 2024, our pre-tax federal and state NOLs were approximately $ 22.4 million and $ 11.5 million, respectively.

Total deferred tax assets and liabilities recorded within the Consolidated Balance Sheets were as follows:

(in thousands) As of August 31,

Deferred tax assets $ 61,226 $ 61,337

Deferred tax liabilities ( 14,902 ) ( 8,452 )

Total deferred tax assets (liabilities), net $ 46,324 $ 52,885

As of August 31, 2025, our pre-tax foreign, federal and state NOLs were approximately $ 12.8 million, $ 18.9 million and $ 11.1 million, respectively.

These carryforwards may be used to offset future taxable income.

Our federal NOLs have various expiration dates, beginning August 31, 2036, with some federal NOLs having an unlimited carryforward, and our state NOLs have various expiration dates, beginning August 31, 2025.

Our foreign NOLs expire on August 31, 2045, while our federal NOLs have various expiration dates, beginning August 31, 2036, with some federal NOLs having an unlimited carryforward.

Our state NOLs have various expiration dates, beginning August 31, 2026.

Utilization of the NOLs may be subject to an annual limitation due to the ownership limitations provided by the Internal Revenue Code of 1986, as amended (the "Code"), and similar state provisions.

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Additions based on tax positions related to the current year 6,068

Additions for tax positions related to prior years (1)

Release for tax positions of prior years ( 3,557 )

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Additions based on tax positions related to the current year 5,344

Additions for tax positions related to prior years (1)

Release for tax positions of prior years ( 3,568 )

Unrecognized tax benefits as of August 31, 2025

(1) The unrecognized tax benefits include accrued interest of $ 3.9 million, $ 1.6 million and $ 1.4 million as of August 31, 2024, 2023 and 2022, respectively.

(1) Additions for tax positions related to prior years was presented separately in fiscal 2025.

Comparative figures for fiscal 2024 have been conformed.

There were no such amounts in fiscal 2023.

We do not currently anticipate that the total amount of unrecognized tax benefits will significantly change within the next 12 months.

If our unrecognized tax benefits as of fiscal 2024, 2023, and 2022 were realized in a future period, this would result in a tax benefit of $ 29.1 million, $ 19.1 million and $ 16.5 million, respectively, which would affect the effective tax rate in a future period.

We recognize accrued interest related to unrecognized tax benefits in our Provision for income taxes in the Consolidated Statements of Income.

Our accrued interest related to unrecognized tax benefits was $ 5.7 million, $ 3.9 million and $ 1.6 million as of August 31, 2025, 2024 and 2023, respectively.

As of fiscal 2025, 2024 and 2023, there were $ 38.5 million, $ 29.1 million and $ 19.1 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

In the normal course of business, our tax filings are subject to audit by federal, state and foreign tax authorities.

At August 31, 2024, we remained subject to examination in the following significant tax jurisdictions for the fiscal years as indicated below:

As of August 31, 2025, we remained subject to examination in the following significant tax jurisdictions for the fiscal years as indicated below:

Significant Tax Jurisdiction Open Tax Fiscal Years

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United Kingdom 2021 through 2024

France 2021 through 2023

Germany 2020 through 2023

Undistributed Foreign Earnings

As of August 31, 2024 , we have $ 306.6 million of undistributed foreign earnings of which $ 87.7 million are permanently reinvested.

As of August 31, 2025 , we had $ 486.9 million of undistributed foreign earnings of which $ 69.1 million are permanently reinvested.

It is our intent to permanently reinvest all foreign undistributed earnings, except in jurisdictions where earnings can be repatriated substantially free of tax.

It is not practicable to determine the deferred tax liability that would be payable if these permanently reinvested earnings were repatriated to the U.S.

As of August 31, 2024, we have recorded a deferred tax liability of $ 3.6 million, which represents the future tax consequences that are expected upon the ultimate repatriation of earnings that are not permanently reinvested.

With respect to outside basis differences other than unremitted earnings, we continue to be permanently reinvested and have no plans to liquidate or sell any foreign subsidiaries.

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It is not practicable to determine the amount of unrecognized deferred tax related to these basis differences.

Inflation Reduction Act of 2022

On August 16, 2022, the IRA was signed into law.

The IRA contains several revisions to the Code effective for taxable years beginning after December 31, 2022, including a 15% corporate alternative minimum tax ("CAMT") on certain large corporations.

The CAMT did not have an impact on our Consolidated Financial Statements for fiscal 2024.

Base Erosion and Profit Shifting Pillar Two

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has not yet enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two.

We do not expect Pillar Two to have a material impact on our Consolidated Financial Statements, related disclosures or effective tax rate.

We have determined that Pillar Two would not have a material impact to our Consolidated Financial Statements, related disclosures, or effective tax rate.

However, the Pillar Two rules continue to evolve and their application may alter our tax obligations in certain countries in which we operate for fiscal 2026, and beyond, as we continue to assess the impact of tax legislation in these jurisdictions.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law.

The legislation includes a broad range of tax reform provisions affecting businesses including, but not limited to, the expansion of bonus depreciation, immediate expensing of domestic R&D costs, and revisions to the U.S.

taxation of profits derived from international operations.

The legislation has multiple effective dates, with certain provisions effective in fiscal year 2025 and others implemented through fiscal year 2027.

The Act did not have a material impact on the Company financial position and results of operations as of and for the fiscal year ended August 31, 2025 .

Our operating lease arrangements relate to our office space and data centers.

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Our leases have a remaining lease term ranging from less than one year to just over 10 years.

Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our lease term when it is reasonably certain that we will exercise the option.

Our lease agreements may include options to extend or terminate the lease, which would be included in the measurement of our lease term if it is reasonably certain that we will exercise the option.

The following table presents our future minimum lease payments and a reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of August 31, 2025:

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(2) Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.

During fiscal 2024, 2023 and 2022, we incurred impairment charges of $ 1.6 million, $ 14.4 million and $ 31.5 million, respectively, related to our lease ROU assets associated with vacating certain leased office space, which are included in Asset impairments in the Consolidated Statements of Income.

Refer to Note 4, Fair Value Measures , for more information on the lease ROU assets impairment methodology.

We elected not to carry our debt at fair value.

The carrying value of our debt is net of related unamortized discounts and debt issuance costs.

We have not elected the fair value option and report our debt at amortized cost.

Our debt obligations as of August 31, 2025 and August 31, 2024 consisted of the following:

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2022 Term Facility (1)

Total unamortized debt issuance costs on Current debt ( 158 ) —

3/1/2022 3/1/2025 $ — $ 125,000

Unamortized debt issuance costs — ( 158 )

Total Current debt $ — $ 124,842

Long-term debt

2022 Term Facility 3/1/2022 3/1/2025 — 375,000

2022 Revolving Facility (2)

3/1/2022 3/1/2027 $ — $ 250,000

2025 Term Facility 4/8/2025 4/8/2028 375,000 —

2027 Notes 3/1/2022 3/1/2027 500,000 500,000

2032 Notes 3/1/2022 3/1/2032 500,000 500,000

Total unamortized discounts and debt issuance costs ( 8,869 ) ( 12,300 )

Unamortized discounts and debt issuance costs (3)

( 6,740 ) ( 8,869 )

Total Long-term debt $ 1,368,260 $ 1,241,131

$ 1,368,260 $ 1,365,973

(1) The 2022 Term Facility was repaid in full on February 28, 2025.

(2) The 2022 Revolving Facility was repaid in full and terminated on April 8, 2025.

(3) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

As of August 31, 2025, annual maturities on our debt obligations, based on contractual maturity dates, were as follows:

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Fiscal Years Ended August 31,

2025 $ 125,000

Thereafter 500,000

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2025 Credit Agreement

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed an aggregate principal amount of $ 1.0 billion under its senior unsecured term loan credit facility (the "2022 Term Facility") and $ 250.0 million of the available $ 500.0 million under its senior unsecured revolving credit facility (the "2022 Revolving Facility" and, together with the 2022 Term Facility, the "2022 Credit Facilities").

The 2022 Term Facility matures on March 1, 2025, and the 2022 Revolving Facility matures on March 1, 2027.

The 2022 Revolving Facility allows for the availability of up to $ 100.0 million in the form of letters of credit and up to $ 50.0 million in the form of swingline loans.

We may seek additional commitments of up to $ 750.0 million under the 2022 Revolving Facility from lenders or other financial institutions.

We used these borrowings, along with the net proceeds from the issuance of the Senior Notes (as defined below) and cash on hand, to finance the consideration for the CGS acquisition, to repay prior outstanding borrowings and to pay related transaction fees, costs and expenses.

During fiscal 2022, we incurred approximately $ 9.5 million in debt issuance costs related to the 2022 Credit Facilities.

Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability.

Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt, which approximates the effective interest method.

On April 8, 2025, we entered into a credit agreement (the "2025 Credit Agreement") and borrowed $ 500.0 million under a senior unsecured term loan credit facility (the "2025 Term Facility").

We used the proceeds from the 2025 Term Facility borrowing to repay the outstanding balance under the 2022 Revolving Facility (as defined below).

The 2025 Credit Agreement also provides for a $ 1.0 billion senior unsecured revolving credit facility (the "2025 Revolving Facility").

The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities".

The 2025 Term Facility matures on April 8, 2028, and the 2025 Revolving Facility matures on April 8, 2030.

The 2025 Revolving Facility provides for up to $ 100.0 million in the form of letters of credit and up to $ 100.0 million in the form of swingline loans.

We may seek additional commitments of up to $ 1.0 billion under the 2025 Revolving Facility from lenders or other financial institutions.

The 2025 Term Facility is subject to scheduled quarterly principal payments, commencing on August 31, 2025, with each quarterly principal payment equal to 1.25 % of the original principal amount of the 2025 Term Facility.

The 2025 Credit Facilities are not otherwise subject to any other mandatory repayments.

We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty.

During fiscal 2024, we repaid $ 250.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $ 200.0 million.

Since loan inception on March 1, 2022, we have repaid $ 875.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $ 762.5 million.

From the borrowing date through November 30, 2023, the outstanding borrowings under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a 1.1 % spread (comprised of a 1.0 % interest rate margin based on a debt leverage pricing grid plus a 0.1 % credit spread adjustment).

From December 1, 2023 through August 31, 2024, the spread decreased to 0.975 % (comprised of a 0.875 % interest rate margin based on a debt leverage pricing grid plus a 0.1 % credit spread adjustment).

Interest on the 2022 Credit Facilities is currently payable on the last business day of each month, in arrears.

Additionally, we pay a commitment fee on the daily unused amount of the 2022 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio.

From the borrowing date through November 30, 2023, the commitment fee was 0.125 %, which subsequently decreased to 0.1 % through August 31, 2024.

Prepayments of the 2025 Term Facility shall be applied to reduce the subsequent scheduled quarterly principal payments in direct order of maturity.

During fiscal 2025, we repaid $ 125.0 million under the 2025 Term Facility.

This included $ 68.8 million to satisfy all scheduled quarterly principal payments from loan inception through maturity, eliminating any future mandatory quarterly principal payment requirements.

The remaining $ 56.2 million was made as a voluntary prepayment.

From the effective date of the 2025 Revolving Facility through August 31, 2025, we have had no borrowings under the 2025 Revolving Facility.

From the borrowing date through August 31, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 0.975 % spread (comprised of a 0.875 % interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1 % credit spread adjustment).

We pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio.

The commitment fee remained consistent at 0.1 % through August 31, 2025.

Debt issuance costs related to the 2025 Credit Facilities were $ 3.4 million.

These debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility.

Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).

The 2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds.

If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.

The 2022 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.50 to 1.00 as of August 31, 2024.

The 2025 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions).

We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of August 31, 2025.

Swap Agreements

2022 Credit Agreement

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed $ 1.0 billion under a senior unsecured term loan credit facility (the "2022 Term Facility") and $ 250.0 million of the available $ 500.0 million under a senior unsecured revolving credit facility (the "2022 Revolving Facility").

The 2022 Revolving Facility, together with the 2022 Term Facility, are referred to as the "2022 Credit Facilities".

On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the 2022 Revolving Facility were increased by $ 100.0 million, to a total of $ 600.0 million.

All other terms of the 2022 Credit Agreement remained unchanged.

The 2022 Term Facility, originally due to mature on March 1, 2025, was repaid in full following $ 125.0 million of repayments made during the six months ended February 28, 2025.

During fiscal 2025, we borrowed $ 305.0 million and repaid $ 555.0 million under the 2022 Revolving Facility.

The 2022 Credit Agreement was terminated on April 8, 2025, concurrent with entering into the 2025 Credit Agreement.

Borrowings previously outstanding under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a spread, using a debt leverage pricing grid and a credit spread adjustment (with total spread ranging from 0.975 % to 1.1 % over the term of the debt).

Interest Rate Swap Agreements

We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate.

Our interest rate swap agreements are designated as cash flow hedges at inception.

2025 Swap Agreement

On March 1, 2024, we entered into the 2024 Swap Agreement to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145 %.

On April 24, 2025, we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $ 200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086 %.

The notional amount of the 2025 Swap Agreement declines by $ 50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026.

As of August 31, 2025, the notional amount of the 2025 Swap Agreement was $ 100.0 million.

2024 Swap Agreement

On March 1, 2022, we entered into the 2022 Swap Agreement to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162 %.

Effective December 30, 2022, we apportioned the then-outstanding notional amount of the 2022 Swap Agreement between two counterparties.

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $ 200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145 %.

The notional amount of the 2024 Swap Agreement declined by $ 50.0 million on a quarterly basis beginning May 31, 2024.

The 2024 Swap Agreement matured on February 28, 2025.

2022 Swap Agreement

On March 5, 2020, we entered into the 2020 Swap Agreement to hedge a portion of our then outstanding floating LIBOR rate debt with a fixed interest rate of 0.7995 %.

On March 1, 2022, we terminated the 2020 Swap Agreement and concurrently entered into the 2022 Swap Agreement.

Refer to Note 5, Derivative Instruments for further discussion of the 2024 Swap Agreement, 2022 Swap Agreement and 2020 Swap Agreement.

On March 1, 2022, we completed a public offering of $ 500.0 million aggregate principal amount of 2.900 % Senior Notes due March 1, 2027 (the "2027 Notes") and $ 500.0 million aggregate principal amount of 3.450 % Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes").

The notional amount of the 2022 Swap Agreement declined by $ 100.0 million on a quarterly basis beginning May 31, 2022.

The 2022 Swap Agreement matured on February 28, 2024.

Refer to Part II, Item 7A.

Quantitative and Qualitative Disclosures About Market Risk , in this Annual Report on Form 10-K, for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.

On March 1, 2022, we completed a public offering issuing $ 500.0 million of 2.900 % Senior Notes due March 1, 2027 (the "2027 Notes") and $ 500.0 million of 3.450 % Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes").

The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S.

Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").

The Senior Notes were issued at an aggregate discount of $ 2.8 million and we incurred approximately $ 9.1 million in debt issuance costs.

The Senior Notes were issued at an aggregate discount of $ 2.8 million and we incurred approximately $ 9.1 million in debt issuance costs during fiscal 2022.

Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability.

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Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101 % of their principal amount, plus any accrued and unpaid interest.

2019 Credit Agreement

On March 29, 2019, we entered into a credit agreement with PNC Bank, National Association (the "2019 Credit Agreement") and borrowed $ 575.0 million of the available $ 750.0 million provided by the revolving credit facility thereunder (the "2019 Revolving Credit Facility").

Borrowings under the 2019 Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to the daily LIBOR plus a spread using a debt leverage pricing grid.

Interest on the amounts outstanding under the 2019 Revolving Credit Facility was payable quarterly, in arrears, and on the maturity date.

We incurred approximately $ 0.9 million in debt issuance costs related to the 2019 Credit Agreement.

On March 1, 2022, we repaid in full and terminated the 2019 Credit Agreement and amortized the remaining related $ 0.4 million of capitalized debt issuance costs into Interest expense in the Consolidated Statements of Income.

Interest Expense

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Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices.

As of August 31, 2024 and 2023, we had total purchase obligations with suppliers and vendors of $ 382.6 million and $ 362.2 million, respectively.

As of August 31, 2025 and 2024, we had total purchase obligations with suppliers and vendors of approximately $ 352 million and $ 383 million, respectively.

Our total purchase obligations as of August 31, 2025 and 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers.

We also have contractual obligations related to our lease liabilities and outstanding debt.

Refer to Note 11, Leases and Note 12, Debt, for information regarding lease commitments and outstanding debt obligations, respectively.

Refer to Note 10, Leases and Note 11, Debt, for information regarding our lease commitments and outstanding debt obligations, respectively.

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business.

As of August 31, 2024 and 2023, we had $ 0.4 million and $ 0.6 million of standby letters of credit outstanding, respectively.

No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Our 2025 Revolving Facility allows for the availability of up to $ 100.0 million in the form of letters of credit.

We have not obtained any letters of credit under the 2025 Revolving Facility since its inception.

As of August 31, 2025 and 2024, we had $ 0.7 million and $ 0.4 million of standby letters of credit outstanding, respectively.

No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Refer to Note 11, Debt, for information regarding the 2025 Revolving Facility.

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Legal Matters

We are engaged in various legal proceedings, claims and litigation that have arisen in the ordinary course of business.

The outcome of all the matters against us are subject to future resolution, including the uncertainties of litigation.

Based on information available at August 31, 2024, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

In the normal course of our business, we are, or may be, engaged in various legal proceedings, claims, litigation and regulatory proceedings.

In view of the uncertainty inherent in litigation and regulatory matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be.

While we cannot predict the outcome of these matters, based on information available at August 31, 2025, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities.

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Sales Tax Matters

On August 8, 2019, we received a Notice of Intent to Assess (the "First Notice") additional sales taxes, interest and underpayment penalties (the "Sales Taxes") from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") relating to the tax periods from January 1, 2006 through December 31, 2013.

On July 20, 2021, we received a Notice of Intent to Assess (the "Second Notice") additional Sales Taxes from the Commonwealth relating to the tax periods from January 1, 2014 through December 31, 2018.

On December 29, 2022, we received a Notice of Intent to Assess (the "Third Notice";

cumulatively with the First and Second Notices, the "Notices") additional Sales Taxes from the Commonwealth relating to the tax periods from January 1, 2019 through June 30, 2021.

We requested pre-assessment conferences with the Department of Revenue's Office of Appeals to appeal the Notices and on May 24, 2023, we received a Letter of Determination from the Commonwealth upholding the Notices, along with a Notice of Assessment for all the periods covered by the Notices.

On June 22, 2023, we filed an Application for Abatement with the Commonwealth disputing all amounts assessed, which was subsequently denied.

On February 20, 2024, we received a "Notice of Selection for Audit" for sales tax for the period from July 1, 2021 through December 31, 2023.

We have filed petitions with the Appellate Tax Board to appeal the amounts assessed by the Commonwealth and, should this matter proceed further, we believe that we would prevail on all or most of the matters under dispute;

however, if we do not prevail, the amount of these assessments could have a material impact on our consolidated financial position, results of operations and cash flows.

We have concluded that some payment to the Commonwealth is probable.

During the fourth quarter of fiscal 2024, we took a charge of approximately $ 54 million related to this dispute and subsequently, in September 2024, we made the corresponding payment of $ 54 million to the Commonwealth.

In addition to reserves taken in prior fiscal years, this brings our total charge with respect to this matter to approximately $ 64 million.

While we do not anticipate taking additional material charges with respect to this matter, and we believe that the assumptions and estimates used to determine the charge are reasonable, future developments could result in adjustments being made to this amount.

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, we have certain obligations to indemnify each of our current and former officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity.

These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of FactSet, and,

with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision;

however, we have purchased a director and officer insurance policy that mitigates our exposure and may enable us to recover a portion of any future amounts paid.

We do not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification obligations.

During August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales Tax Dispute").

We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales Tax Dispute.

During the first quarter of fiscal 2025 and the fourth quarter of fiscal 2024, we took charges of approximately $ 2.4 million and $ 54.0 million, respectively, related to this dispute and made corresponding payments of $ 56.4 million to the Commonwealth during the first quarter of fiscal 2025.

In addition to reserves taken in prior fiscal years, this brought our total charge and cash payments with respect to this matter to approximately $ 66.2 million.

STOCKHOLDERS' EQUITY

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Total cost of repurchases of common stock to satisfy withholding requirements due upon vesting of stock-based awards $ 16,242 $ 16,659 $ 13,710

(1) For fiscal 2024 and 2023, amount excludes a 1% excise tax of $ 1.7 million and $ 0.9 million, respectively, on corporate stock repurchases required under the IRA for publicly traded U.S.

corporations after December 31, 2022.

(1) For fiscal 2025, 2024, and 2023, amount excludes a 1% excise tax of $ 3.0 million, $ 1.7 million and $ 0.9 million, respectively, on corporate stock repurchases required under the Inflation Reduction Act of 2022.

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions.

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There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program.

We had $ 64.8 million that remained authorized under our share repurchase program as of August 31, 2024, all of which expired upon the conclusion of fiscal 2024 and was not available for share repurchases after that date.

On September 17, 2024, our Board of Directors authorized up to $ 300 million for share repurchases, which will be available during fiscal 2025.

Refer to Part II, Item 5.

Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities , of this Annual Report on Form 10-K for further discussion on our share repurchase program.

On September 17, 2024, our Board of Directors authorized up to $ 300 million for share repurchases during fiscal 2025.

This authorization expired upon the conclusion of fiscal 2025 and was not available for share repurchases after that date.

On June 17, 2025, our Board of Directors authorized up to $ 400 million for share repurchases on or after September 1, 2025 through September 30, 2026.

In addition to our share repurchase program, we also acquire shares of our common stock from holders of our stock-based awards to satisfy withholding tax requirements due at vesting.

Shares acquired from these holders do not reduce the amount authorized for repurchase under the share repurchase program.

Refer to Part II, Item 5.

Equity-based Awards

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Diluted EPS $ 15.55 $ 13.91 $ 12.04

The following table presents the potential common shares that were excluded from Diluted EPS as they relate to stock-based awards that were antidilutive or subject to performance conditions which have not been satisfied by the end of the reporting period:

Years Ended August 31,

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(3) As of August 31, 2025, 1,685,011 shares underlying the stock option awards were unvested and outstanding, resulting in unamortized stock-based compensation expense of $ 48.4 million that is expected to be recognized over the remaining weighted average vesting period of 2.9 years.

During fiscal 2025, 2024 and 2023, the total fair value of stock options vested was $ 23.2 million, $ 20.5 million and $ 18.9 million, respectively.

Employee Stock Option Awards

The majority of our employee stock options granted for fiscal 2024, 2023 and 2022 relate to our annual grants on November 1, 2023, November 1, 2022 and November 1, 2021, respectively.

Our annual grant of employee stock options during the first quarter of each fiscal year makes up the majority of our employee stock options granted under the LTIP in each fiscal year.

The following table presents the weighted average inputs used in the binomial model to estimate the grant-date fair value of the employee stock options granted:

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Dividend yield 0.95 % 0.90 % 0.83 %

Weighted average grant date fair value $ 132.59 $ 125.57 $ 103.49

Weighted average exercise price $ 436.61 $ 426.22 $ 433.09

(1) Includes the annual employee grant on November 1, 2024, November 1, 2023 and November 1, 2022 of 200,693 , 242,371 and 266,051 stock options, respectively.

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Granted – employee Restricted Stock Awards (1)

Performance adjustment – employee PSUs (2)

Granted – non-employee directors RSUs 2 $ 425.06

Vested ( 40 ) $ 242.87

( 83 ) $ 291.80

Forfeited ( 14 ) $ 369.71

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Granted – non-employee directors RSUs 2 $ 458.23

Vested ( 83 ) $ 291.80

( 95 ) $ 330.00

Forfeited ( 14 ) $ 405.37

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Granted – non-employee directors RSUs

Vested ( 95 ) $ 330.00

Forfeited ( 14 ) $ 405.37

( 89 ) $ 403.43

( 17 ) $ 420.83

Outstanding as of August 31, 2025 293 (3)

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and 63,009 RSUs and 34,482 PSUs, respectively.

(2) Additional PSUs were granted during fiscal 2024 and 2023 based on performance above the specified target level of achievement for PSUs granted on November 9, 2020 and November 1, 2019, respectively.

(2) Additional PSUs were granted during fiscal 2025, 2024 and 2023 based on performance above the specified target level of achievement for PSUs granted on November 1, 2021, November 9, 2020 and November 1, 2019, respectively.

(3) As of August 31, 2025, 292,716 shares underlying the Restricted Stock Awards were unvested and outstanding, which resulted in unamortized stock-based compensation expense of $ 70.9 million that is expected to be recognized over the remaining weighted average vesting period of 2.9 years.

(4) During fiscal 2025, 2024 and 2023, the total fair value of RSUs vested was $ 21.7 million, $ 17.7 million and $ 14.5 million, respectively, and for PSUs vested was $ 14.4 million, $ 13.6 million and $ 9.8 million, respectively.

Employee Restricted Stock Awards

The majority of our employee Restricted Stock Awards granted for fiscal 2024, 2023 and 2022 relate to our annual grants on November 1, 2023, November 1, 2022 and November 1, 2021, respectively.

These awards entitle the holders to shares of common stock as the Restricted Stock Awards vest, but not to dividends declared on the underlying shares while the stock subject to the Restricted Stock Awards is unvested.

Our annual grant of employee Restricted Stock Awards during the first quarter of each fiscal year makes up the majority of our employee Restricted Stock Awards granted under the LTIP in each fiscal year.

These awards entitle the holders to shares of common stock as the Restricted Stock Awards vest.

For unvested Restricted Stock Awards, holders are not entitled to dividends declared on the underlying shares.

The majority of the RSUs granted vest 20 % annually on the anniversary date of the grant and are fully vested after five years .

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The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.

The achievement range was 0 % to 200 % for the November 1, 2023 annual grant and 0 % to 150 % for the November 1, 2022 and November 1, 2021 annual grants.

The achievement range was 0 % to 200 % for the November 1, 2024 and November 1, 2023 annual grants and 0 % to 150 % for the November 1, 2022 annual grant.

Stock-based Awards Available for Grant

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Operating segments are defined as components of an enterprise that have the following characteristics:

(i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the CODM for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available.

(i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the chief operating decision maker ("CODM") for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available.

Our Chief Executive Officer functions as our CODM.

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These operating segments are consistent with our reportable segments.

Our CODM uses segment operating income to assess performance and allocate resources to each segment.

The CODM compares the actual results of each segment with one another, as well as, to prior periods.

The Americas segment primarily sells to clients throughout North, Central, and South America.

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Each segment records expenses related to its individual operations with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments.

The expenses incurred at our content collection centers, located in India, the Philippines and Latvia, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided by each segment.

The expenses incurred at our global centers of excellence ("COEs"), primarily located in India and the Philippines, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided by each segment.

Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.

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Revenues $ 1,506,108 $ 580,284 $ 235,356 $ 2,321,748

Operating expenses (1)

1,200,145 306,282 67,018 1,573,445

Operating income

$ 305,963 $ 274,002 $ 168,338 $ 748,303

Total other income (expense), net ( 27,345 )

Income before income taxes $ 720,958

Other segment disclosures

Depreciation and amortization

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Revenues $ 1,419,901 $ 563,128 $ 220,027 $ 2,203,056

Operating expenses (1)

1,158,111 280,165 63,481 1,501,757

Operating income

$ 261,790 $ 282,963 $ 156,546 $ 701,299

Total other income (expense), net ( 49,796 )

Income before income taxes $ 651,503

Other segment disclosures

Depreciation and amortization

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Revenues $ 1,335,484 $ 539,843 $ 210,181 $ 2,085,508

Operating expenses (1)

1,096,046 296,815 63,440 1,456,301

Operating income

$ 239,438 $ 243,028 $ 146,741 $ 629,207

Total other income (expense), net ( 45,253 )

Income before income taxes $ 583,954

Other segment disclosures

Depreciation and amortization $ 89,602 $ 7,305 $ 8,477 $ 105,384

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$ 54,609 $ 2,317 $ 3,860 $ 60,786

(1) Includes asset impairment charges further disclosed in the Segment Asset Impairments section below.

(1) Operating expenses consist of Cost of services and SG&A costs.

(2) Capital expenditures include purchases of PPE and capitalized internal-use software.

Segment Asset Impairments

The following table reflects asset impairments by segment for each fiscal year in which impairment charges were incurred:

(in thousands)

Year Ended August 31, 2024 Americas EMEA Asia Pacific Total

Lease ROU assets and PPE (1)

$ — $ — $ 3,443 $ 3,443

Intangible assets (2)

1,234 — — 1,234

Total asset impairments $ 1,234 $ — $ 3,443 $ 4,677

Year Ended August 31, 2023 Americas EMEA Asia Pacific Total

Lease ROU assets and PPE (1)

$ 11,017 $ 7,009 $ — $ 18,026

Intangible assets (2)

7,920 — — 7,920

Total asset impairments $ 18,937 $ 7,009 $ — $ 25,946

Year Ended August 31, 2022 Americas EMEA Asia Pacific Total

Lease ROU assets and PPE (1)

$ 57,647 $ 4,237 $ 321 $ 62,205

Intangible assets (2)

2,067 — — 2,067

Total asset impairments $ 59,714 $ 4,237 $ 321 $ 64,272

(1) Asset impairments of our lease ROU assets and related PPE associated with vacating certain leased office space to rightsize our real estate footprint.

See Note 4, Fair Value Measures, Note 7, Property, Equipment and Leasehold Improvements and Note 11, Leases for additional information.

(2) Asset impairments related to Developed technology for fiscal 2024, Developed technology and Trade names for fiscal 2023 and Developed technology for fiscal 2022.

Segment Total Assets

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Total long-lived assets $ 206,979 $ 213,007

SUBSEQUENT EVENTS

On October 24, 2024, we agreed to acquire all of the outstanding shares of Platform Group Limited (“Irwin”) for a purchase price of $ 125.0 million on a cash-free, debt-free basis, subject to working capital adjustments.

Irwin is a leading investor relations and capital markets platform for public companies and their advisors.

We agreed to acquire Irwin to scale and expand our ability to offer workflow solutions to investor relations professionals.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data