Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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,
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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.
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
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.
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• 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. We will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We expect to complete these remediation measures as early as practicable in fiscal 2026. 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. There is no assurance that our remediation efforts will be fully effective. If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.
Changes in 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
See Part II, Item 8. Management’s Report on Internal Control Over Financial Reporting of this Annual Report on Form 10-K, which is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
See Part II, Item 8. Report of Independent Registered Public Accounting Firm of this Annual Report on Form 10-K, which is incorporated herein by reference.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
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.
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Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required to be furnished by this Item 10 is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of August 31, 2025 (the "Proxy Statement").
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included in Part I, Item 1. Business - Executive Officers of the Registrant of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required to be furnished by this Item 11 is incorporated herein by reference to our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required to be furnished by this Item 12 is incorporated herein by reference to our Proxy Statement.
Equity Compensation Plan Information
The following table summarizes, as of August 31, 2025, the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under our equity compensation plans:
Plan category
Number of securities
to be issued upon exercise
of outstanding options, warrants and rights
(a) Weighted-average
exercise price of
outstanding options, warrants and rights
(b) Number of securities remaining
available for future issuances under
equity compensation plans (excluding
securities reflected in column (a))
(c) (3)
Equity compensation plans approved by security holders 1,977,727 (1)
$ 347.50 (2)
3,492,745 (4)
Equity compensation plans not approved by security holders — — —
Total 1,977,727 (1)
$ 347.50 (2)
3,492,745 (4)
(1) Includes 1,685,011 shares issuable upon exercise of outstanding options, 201,226 shares issuable upon vesting of outstanding RSUs and 91,490 shares issuable upon the conversion of outstanding PSUs.
(2) Weighted average exercise price of outstanding options only.
(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 3,294,837 shares available for future issuance under the LTIP and 197,908 shares available for future issuance under the Director Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.
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Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements
The information required by this item is included in Item 8. Financial Statements and Supplementary Data , of this Annual Report on Form 10-K which is incorporated herein.
2. Financial Statements Schedule
FactSet Research Systems Inc.
Schedule II – Valuation and Qualifying Accounts
(in thousands)
Description
Balance at Beginning of Year Charged to Expense Write-offs,
Net of Recoveries Balance at
End of Year
Accounts Receivable Allowance:
2025 $ 14,581 $ 4,973 $ ( 5,765 ) $ 13,789
2024 $ 7,769 $ 7,420 $ ( 608 ) $ 14,581
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 Consolidated Financial Statements or notes thereto included in this Annual Report on Form 10-K.
3. Exhibits
The information required by this Item is set forth below.
Incorporated by Reference
Exhibit
Number Exhibit
Description Form File No. Exhibit No. Filing Date Filed
Herewith
3.1
FactSet Research Systems Inc. Second Amended and Restated Articles of Incorporation
8-K 001-11869 3.1 1/10/2023
3.2
FactSet Research Systems Inc. Amended and Restated By-Laws
8-K 001-11869 3.2 9/18/2025
4.0
Form of Common Stock
S-1/A 333-04238 4.1 6/26/1996
4.1
Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-11869 4.1 3/1/2022
4.2
Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-11869 4.2 3/1/2022
4.3
Form of 2.900% Global Note due 2027 (included in Exhibit A-1 to Exhibit 4.2 above)
8-K 001-11869 4.3 3/1/2022
4.4
Form of 3.450% Global Note due 2032 (included in Exhibit A-2 to Exhibit 4.2 above)
8-K 001-11869 4.4 3/1/2022
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10.1
FactSet Research Systems Inc. 2004 Employee Stock Option and Award Plan (1)
DEF-14A 001-11869 Exhibit A 11/10/2004
10.2
FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (1)
DEFR-14A 001-11869 Appendix A 12/6/2010
10.3
FactSet Research Systems Inc. Stock Option and Award Plan as Amended and Restated (1)
8-K 001-11869 10.1 12/21/2017
10.4
FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan (1)
DEF-14A 001-11869 Appendix A 10/30/2008
10.5
FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (1)
8-K 001-11869 10.2 12/21/2017
10.6
Lease, dated February 14, 2018, between FactSet Research Systems Inc. and 45 Glover Partners, LLC (2)
10-Q 001-11869 10.1 4/9/2018
10.7
FactSet Research Systems Inc. Executive Severance Plan (1)
8-K 001-11869 10.1 7/3/2024
10.8
Form of FactSet Research Inc. Equity Award Agreement (1)
8-K 001-11869 10.2 3/5/2020
10.9
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
10.1 0
Separation Agreement and General Release of Claims by and between FactSet Research Systems Inc. and Linda Huber, dated July 22, 2024
8-K 001-11869 10.1 7/23/2024
1 0.1 1
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
1 0.12
F actSet Research Systems Inc. 2025 Employee Stock Purchase Plan
S-8 333-289143 99.1 7/31/2025
1 0. 13
R e tirement Agreement and General Release of Claims between FactSet Research Systems Inc. and F. Philip Snow (1)
X
19
FactSet Research Systems Inc. Securities and Insider Trading Policy
10-K 001-11869 19 10/29/2024
21
Subsidiaries of FactSet Research Systems Inc.
X
23
Consent of Ernst & Young LLP
X
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31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
X
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
X
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97
FactSet Research Systems Inc. Incentive Compensation Recoupment Policy
10-K 001-11869 97 10/27/2023
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema X
101.CAL XBRL Taxonomy Extension Calculation Linkbase X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase X
101.PRE XBRL Taxonomy Extension Presentation Linkbase X
104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 X
(1) Indicates a management contract or compensatory plan or arrangement.
(2) Confidential treatment has been granted for portions of this exhibit.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
FACTSET RESEARCH SYSTEMS INC.
(Registrant)
Date: 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.
Name
Title
Date
/s/ SANOKE VISWANATHAN
Chief Executive Officer and Director October 22, 2025
Sanoke Viswanathan
(Principal Executive Officer)
/s/ HELEN L. SHAN Executive Vice President, Chief Financial Officer October 22, 2025
Helen L. Shan
(Principal Financial Officer)
/s/ GREGORY T. MOSKOFF Managing Director, Controller and Chief Accounting Officer October 22, 2025
Gregory T. Moskoff (Principal Accounting Officer)
/s/ ROBIN A. ABRAMS Director October 22, 2025
Robin A. Abrams
/s/ SIEW KAI CHOY Director October 22, 2025
Siew Kai Choy
/s/ BARAK EILAM
Director October 22, 2025
Barak Eilam
/s/ MALCOLM FRANK Director October 22, 2025
Malcolm Frank
/s/ LAURIE G. HYLTON Director October 22, 2025
Laurie G. Hylton
/s/ JAMES J. MCGONIGLE Director October 22, 2025
James J. McGonigle
/s/ LEE SHAVEL Director October 22, 2025
Lee Shavel
/s/ LAURIE SIEGEL Director October 22, 2025
Laurie Siegel
/s/ MARIA TERESA TEJADA Director October 22, 2025
Maria Teresa Tejada
/s/ ELISHA WIESEL
Director October 22, 2025
Elisha Wiesel
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