What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-10-22 compared with 2024-10-29 · 55 added, 28 removed, 164 unchanged (34% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the annual period covered by this report, and our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the annual period covered by this report due to a material weakness in internal control over financial reporting.

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.

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

As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective.

Management has also concluded the material weakness existed in the prior year.

as amended (the "Exchange Act"), as of the end of the annual period covered by this report.

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.

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

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the annual period covered by this report due to a material weakness in internal control over financial reporting.

This conclusion is due to a material weakness identified in the operation of certain key IT general controls.

The material weakness is described below and represents a continuation of a sub-set of the control deficiencies which gave rise to the initial material weakness identified in management’s evaluation of our control environment as of August 31, 2024.

Continuation of Previously Reported Material Weakness

As reported in Part II, Item 9A.

“Controls and Procedures” of our 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 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.

While we have made significant progress remediating those control deficiencies, there remains certain deficiencies related to program change management and monitoring and user access in connection with segregation of duties and restrictions to appropriate users.

As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were deemed not effective.

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

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 U.S.

generally accepted accounting principles (“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.

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 GAAP.

Based on these procedures and analysis, after giving full consideration to the material weakness, 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.

Remediation Efforts

Management is committed to remediating the material weakness in a timely manner.

Our remediation process includes, but is not limited to:

(i) increasing timely reviews of IT system changes made;

(ii) rationalizing access privileges for developer system users;

(iii) implementing or modifying controls related to program change management and certain computer operations;

and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs.

These steps are subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors.

During fiscal 2025, management made significant progress in enhancing the Company’s IT general controls to remediate the IT general control material weakness, however this effort remains ongoing.

With the oversight of the Audit Committee of our Board of Directors, we have implemented remediation efforts to address the material weakness and enhance our IT general controls that support our revenues, accounts receivable, and deferred revenues processes.

Our remediation efforts included:

• Strengthening the control environment by implementing controls that increase the frequency and effectiveness of user management and change management, including improved logging and segregation of duties capabilities.

• Engaging a leading third-party accounting advisory firm, with appropriate internal control expertise and experience, to help evaluate the design of our controls as well as to assist with the documentation, remediation, and related controls testing.

• Management also worked with the accounting advisory firm to revise the Company’s IT Risk and Control Matrix and to re-design certain controls around manage change and manage access to address the design deficiencies from the prior year.

• Hired additional key IT compliance personnel and a global head of internal audit.

• Trained relevant personnel on the design and operation of our IT general controls over financial reporting.

While these efforts have resulted in significant progress toward remediating the material weakness, certain deficiencies remain, which management is committed to remediating.

Our remediation plans include:

• Enhancing the precision and documentation of the change monitoring and segregation of duties review controls through additional training and formalized standard operating procedures.

• Performing additional testing of the change monitoring and segregation of duties review controls to demonstrate the sustainability and repeatability of control operating effectiveness.

• Implementing technology solutions to enhance the control framework for supporting change monitoring, segregation of duties and access management review controls.

• Continuing to utilize an expert third-party accounting advisory firm to evaluate the design of our controls as well as to assist with the documentation, remediation and associated testing.

Additional or modified measures may also be required to remediate the material weakness.

2 unchanged sentences

We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.

We regularly report to the Audit Committee on our progress and will continue to do so in fiscal 2026.

Inherent Limitations of Internal Controls over Financial Reporting

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected.

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the ongoing remediation plans described above, there were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

6 unchanged sentences

Rule 10b5-1 Trading Plans

During the quarter ended August 31, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K).

None of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K) during the quarter ended August 31, 2025.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

27 unchanged sentences

(3) In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.

(4) Includes 3,742,978 shares available for future issuance under the LTIP, 212,571 shares available for future issuance under the Director Plan, and 26,239 shares available for purchase under the ESPP.

(4) Includes 3,294,837 shares available for future issuance under the LTIP and 197,908 shares available for future issuance under the Director Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

17 unchanged sentences

2023 $ 2,776 $ 6,668 $ ( 1,675 ) $ 7,769

Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included in the financial statements or notes thereto.

Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included in the Consolidated Financial Statements or notes thereto included in this Annual Report on Form 10-K.

The information required by this Item is set forth below.

45 unchanged sentences

8-K 001-11869 10.2 3/5/2020

Credit Agreement dated as of March 1, 2022, among FactSet Research Systems Inc., the Borrowing Subsidiaries party thereto, the Lenders party thereto, and PNC Bank, National Association, as the Administrative Agent

Credit Agreement dated A pril 8, 2025 , among FactSet Research Systems Inc., the b orrowing s ubsidiaries from time to time party thereto, the l enders from time to time party thereto, and PNC Bank, National Association, as the a dministrative a gent

8-K 001-11869 1.1 4/8/2025

Separation Agreement and General Release of Claims dated April 26, 2022 between FactSet Research Systems Inc.

and Gene Fernandez

10-Q 001-11869 10.1 7/1/2022

S eparation Agreement and General Release of Claims by and between FactSet Research Systems Inc.

Separation Agreement and General Release of Claims by and between FactSet Research Systems Inc.

and Linda Huber, dated July 22, 2024

10.1 7/23/2024

8-K 001-11869 10.1 7/23/2024

E mployment Agreement dated May 28, 2025 between FactSet Research Systems Inc.

and Sanoke Vis wanathan (1)

10-Q 001-11869 10.2 7/3/2025

F actSet Research Systems Inc.

2025 Employee Stock Purchase Plan

S-8 333-289143 99.1 7/31/2025

R e tirement Agreement and General Release of Claims between FactSet Research Systems Inc.

Philip Snow (1)

FactSet Research Systems Inc.

Securities and Insider Trading Policy

10-K 001-11869 19 10/29/2024

Subsidiaries of FactSet Research Systems Inc.

8 unchanged sentences

Incentive Compensation Recoupment Policy

001-11869 97 10/27/2023

10-K 001-11869 97 10/27/2023

101.INS XBRL Instance Document X

10 unchanged sentences

FACTSET RESEARCH SYSTEMS INC.

October 29, 2024 /s/ F.

October 22, 2025 /s/ SANOKE VISWANATHAN

Sanoke Viswanathan

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

PHILIP SNOW Chief Executive Officer and Director October 29, 2024

Philip Snow (Principal Executive Officer)

/s/ SANOKE VISWANATHAN

Chief Executive Officer and Director October 22, 2025

Sanoke Viswanathan

(Principal Executive Officer)

SHAN Executive Vice President, Chief Financial Officer October 22, 2025

6 unchanged sentences

Siew Kai Choy

/s/ BARAK EILAM

Director October 22, 2025

/s/ MALCOLM FRANK Director October 22, 2025

12 unchanged sentences

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 9A. Controls and Procedures