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, 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.
• 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 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
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 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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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, 2026 (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, 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
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 2,423,880 (1)
$ 340.43 (2)
4,222,373
Equity compensation plans not approved by security holders — — —
Total 2,423,880 (1)
$ 340.43 (2)
4,222,373
(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.
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:
2026 $ 13,789 $ 6,623 $ ( 6,828 ) $ 13,584
2025 $ 14,581 $ 4,973 $ ( 5,765 ) $ 13,789
2024 $ 7,769 $ 7,420 $ ( 608 ) $ 14,581
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 Number Filing Date Filed
Herewith
3.1
FactSet Research Systems Inc. Third Amended and Restated Certificate of Incorporation
8-K 001-11869 3.1 12/22/2025
3.2
FactSet Research Systems Inc. Amended and Restated By-Laws
8-K 001-11869 3.1 9/30/2026
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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4 .5
D escription of Registra nt 's Sec urities Registere d Pursuant to Section 12 of the Securities Exchange Act of 1934
X
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
F actSet Research Systems Inc. 2025 Omnibus Incentive Plan (1)
S-8 333-292658 99.1 1/9/2026
1 0. 7
F orm Res tricted Share Unit Award Agreement (1)
10-Q 001-11869 10.2 4/2/2026
1 0 . 8
F orm Stock Option Award Agreement (1)
10-Q 001-11869 10.3 4/2/2026
1 0 . 9
F orm Performance Share Unit Award Agreement ( 1)
10-Q 001-11869 10.4 4/2/2026
10 .1 0
FactSet Research Systems Inc. Executive Severance Plan (1)
8-K 001-11869 10.1 7/3/2024
10.11
Form of FactSet Research Systems Inc. Equity Award Agreement (1)
8-K 001-11869 10.2 3/5/2020
10.12
F orm of Equity Award Letter Agreement (Omnibus Plan ) (1)
10-Q 001-11869 10.5 4/2/2026
10.13
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
1 0 .14
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
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10.15
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
10.16
Employment Agreement dated May 28, 2025 between FactSet Research Systems Inc. and Sanoke Viswanathan (1)
10-Q 001-11869 10.2 7/3/2025
10.17
Retirement Agreement and General Release of Claims between FactSet Research Systems Inc. and F. Philip Snow (1)
10-K 001-11869 10.13 10/22/2025
1 0.1 8
Employment Agreement dated April 2, 2026 between FactSet Research Systems Inc. and Joshua Warren (1)
10-Q 001-11869 10.1 7/1/2026
1 0.1 9
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
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
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
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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.
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 20, 2026 /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 20, 2026
Sanoke Viswanathan
(Principal Executive Officer)
/s/ JOSHUA WARREN Executive Vice President, Chief Financial Officer October 20, 2026
Joshua Warren (Principal Financial Officer)
/s/ GREGORY T. MOSKOFF Managing Director, Controller and Chief Accounting Officer October 20, 2026
Gregory T. Moskoff (Principal Accounting Officer)
/s/ ROBIN A. ABRAMS Director October 20, 2026
Robin A. Abrams
/s/ SIEW KAI CHOY Director October 20, 2026
Siew Kai Choy
/s/ BARAK EILAM
Director October 20, 2026
Barak Eilam
/s/ MALCOLM FRANK Director October 20, 2026
Malcolm Frank
/s/ LAURIE G. HYLTON Director October 20, 2026
Laurie G. Hylton
/s/ MARCEL PRINS Director October 20, 2026
Marcel Prins
/s/ LEE SHAVEL Director October 20, 2026
Lee Shavel
/s/ LAURIE SIEGEL Director October 20, 2026
Laurie Siegel
/s/ MARIA TERESA TEJADA Director October 20, 2026
Maria Teresa Tejada
/s/ ELISHA WIESEL
Director October 20, 2026
Elisha Wiesel
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