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Item 9A. Controls and Procedures

2026-10-20 compared with 2025-10-22 · 49 added, 63 removed, 156 unchanged (42% 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.

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.

Our management, including our Principal Executive Officer and Principal Financial Officer, has 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.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of August 31, 2026, our disclosure controls and procedures were effective.

Remediation of Previously Reported Material Weakness

As first reported in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, we identified deficiencies 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.

Management, with the oversight of the Audit Committee of our Board of Directors, executed a remediation plan, which included:

• Implementing controls that increase the frequency and effectiveness of user access management and change management, including improved logging and segregation of duties capabilities.

• Formalizing standard operating procedures and documentation for change monitoring and segregation of duties review controls and training relevant personnel on the design and operation of our IT general controls.

• Performing additional testing of IT general 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.

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.

• Hiring additional IT compliance personnel and Chief Audit Executive.

During the year ended August 31, 2026, management completed our testing of these remediation measures.

The enhanced controls operated for a sufficient period of time, and management completed testing of their design and operating effectiveness in the fourth quarter.

Based on the results of this testing, management concluded that the material weakness was remediated as of August 31, 2026.

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.

Other than completion of the remediation measures 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 2026 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

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.

None of our directors or officers (as defined in Section 16 of the Exchange Act), 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, 2026.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

7 unchanged sentences

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:

The following table summarizes, as of August 31, 2026, 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 plan:

Plan category

10 unchanged sentences

Equity compensation plans approved by security holders 2,423,880 (1)

3,492,745 (4)

Equity compensation plans not approved by security holders — — —

Total 2,423,880 (1)

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.

(1) Includes 1,617,397 shares issuable upon exercise of outstanding stock options, 297,902 shares issuable upon the conversion of outstanding performance stock options, 384,931 shares issuable upon vesting of outstanding RSUs and 123,650 shares issuable upon the conversion of outstanding PSUs.

(2) Weighted average exercise price of outstanding stock options and PSOs only.

(3) In accordance with the Omnibus 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

22 unchanged sentences

Description Form File No.

Filing Date Filed

Exhibit Number Filing Date Filed

FactSet Research Systems Inc.

Second Amended and Restated Articles of Incorporation

Third Amended and Restated Certificate of Incorporation

8-K 001-11869 3.1 12/22/2025

14 unchanged sentences

8-K 001-11869 4.4 3/1/2022

D escription of Registra nt 's Sec urities Registere d Pursuant to Section 12 of the Securities Exchange Act of 1934

FactSet Research Systems Inc.

13 unchanged sentences

8-K 001-11869 10.2 12/21/2017

Lease, dated February 14, 2018, between FactSet Research Systems Inc.

and 45 Glover Partners, LLC (2)

F actSet Research Systems Inc.

2025 Omnibus Incentive Plan (1)

S-8 333-292658 99.1 1/9/2026

F orm Res tricted Share Unit Award Agreement (1)

10-Q 001-11869 10.2 4/2/2026

F orm Stock Option Award Agreement (1)

10-Q 001-11869 10.3 4/2/2026

F orm Performance Share Unit Award Agreement ( 1)

10-Q 001-11869 10.4 4/2/2026

FactSet Research Systems Inc.

1 unchanged sentence

8-K 001-11869 10.1 7/3/2024

Form of FactSet Research Inc.

Form of FactSet Research Systems Inc.

Equity Award Agreement (1)

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

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

F orm of Equity Award Letter Agreement (Omnibus Plan ) (1)

10-Q 001-11869 10.5 4/2/2026

Credit Agreement dated April 8, 2025, among FactSet Research Systems Inc., the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent

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

A mendment No.1 dated August 28, 2026, among the Company, the lenders party thereto and PNC Bank, National Association, as the administrative agent

8-K 001-11869 10.1 8/31/2026

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

1 unchanged sentence

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)

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

and Sanoke Viswanathan (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.

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

Philip Snow (1)

10-K 001-11869 10.13 10/22/2025

Employment Agreement dated April 2, 2026 between FactSet Research Systems Inc.

and Joshua Warren (1)

10-Q 001-11869 10.1 7/1/2026

S eparation Agreement and General Release of Claims between FactSet Research Sys tems Inc.

and Helen Shan (1)

10-Q 001-11869 10.2 7/1/2026

FactSet Research Systems Inc.

20 unchanged sentences

(1) Indicates a management contract or compensatory plan or arrangement.

(2) Confidential treatment has been granted for portions of this exhibit.

FORM 10-K SUMMARY

9 unchanged sentences

(Principal Executive Officer)

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

(Principal Financial Officer)

/s/ JOSHUA WARREN Executive Vice President, Chief Financial Officer October 20, 2026

Joshua Warren (Principal Financial Officer)

/s/ GREGORY T.

10 unchanged sentences

HYLTON Director October 20, 2026

MCGONIGLE Director October 22, 2025

/s/ MARCEL PRINS Director October 20, 2026

/s/ LEE SHAVEL Director October 20, 2026

7 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