What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-25 · 63 added, 62 removed, 341 unchanged (27% of the section changed)

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Risks Related to Human Capital Resources

An inability to retain our senior management team and other managing directors would be detrimental to the success of our business.

We rely heavily on our senior management team, our industry and capability leaders, and other managing directors, and our ability to retain them is particularly important to our future success.

An inability to retain our senior management team and managing directors and principals would be detrimental to the success of our business.

We rely heavily on our senior management team, our industry and capability leaders, and managing directors and principals, and our ability to retain them is particularly important to our future success.

Given the highly specialized nature of our services, the senior management team must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals.

In addition, we rely on our senior management team and other managing directors to generate revenues and market our business.

Further, our senior management’s and other managing directors’ personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements.

Members of our senior management team and our other managing directors could choose to leave or join one of our competitors and some of our clients could choose to use the services of that competitor instead of our services.

If one or more members of our senior management team or our other managing directors leave and we

cannot replace them with a suitable candidate quickly, or if legal restrictions on non-competition agreements are put into place, we could experience difficulty in securing and successfully completing engagements, managing our business properly and executing on our growth strategy, which could harm our business prospects and results of operations.

In addition, we rely on our senior management team and managing directors and principals to generate revenues and market our business.

Further, our senior management’s and managing directors’ and principals' personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements.

Members of our senior management team and our managing directors and principals could choose to leave or join one of our competitors and some of our clients could choose to use the services of that competitor instead of our services.

If one or more members of our senior management team or our managing directors or principals leave and we cannot replace them with a suitable candidate quickly, or if legal restrictions on non-competition agreements are put into place, we could experience difficulty in securing and successfully completing engagements, managing our business properly and executing on our growth strategy, which could harm our business prospects and results of operations.

If we are unable to hire and retain talented people in an industry where there is great competition for talent, it could have a serious negative effect on our prospects and results of operations.

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The loss of a significant number of our professionals, the inability to attract, hire, develop, train, and retain additional skilled personnel, or failure to maintain the right mix of professionals could have a serious negative effect on us, including our ability to manage, staff, and successfully complete our existing engagements and obtain new engagements.

Further, if we cannot develop, train, and retain highly skilled professionals, it may impact our ability to keep pace with rapid and continuing changes in technology and respond to changes in client demand in a rapidly evolving market for professional services.

Qualified professionals are in great demand, and we face significant competition for both senior and junior professionals with the requisite credentials and experience.

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Many of these competitors may be able to offer greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we can offer.

Additionally, we may find it difficult to hire, develop and retain qualified professionals in certain geographic regions where historically our operations have been limited.

Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully.

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If we do not continue to develop and implement the right processes and tools to manage our enterprise and instill our culture and core values into all of our employees, our ability to compete successfully and achieve our business objectives could be impaired.

In addition, effective January 1, 2022, we made, and continue to make, changes to our operating model, including how we are organized as the needs and size of our business change, and despite the operating model yielding positive synergies and impacts to date, if we do not continue to successfully implement the changes, our business and results of operation may be negatively impacted.

In addition, effective

January 1, 2022, we made, and continue to make, changes to our operating model, including how we are organized as the needs and size of our business change, and despite the operating model yielding positive synergies and impacts to date, if we do not continue to successfully refine the changes, our business and results of operations may be negatively impacted.

Risks Related to Business Operations, Growth and Development

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• cultural and language differences;

• employment laws, including immigration laws affecting the mobility of employees, and rules and related social and cultural factors;

• employment laws, including immigration laws affecting the mobility of employees, and related social and cultural factors, including geopolitical factors affecting labor mobility;

• losses related to start-up costs, lack of revenue, higher costs due to low utilization, and delays in purchase decisions by prospective clients;

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• different or more stringent regulatory requirements and other barriers to conducting business;

• our ability to develop effective partnerships in foreign geographic areas;

• different or less stable political and economic environments;

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Additionally, effective January 1, 2022, we modified our operating model to report under three industries, which are our reportable segments.

The new operating model was designed to strengthen Huron's go-to-market strategy and support our growth.

The full implementation across all areas of our business to effect this change may take place over several years.

If we do not continue to successfully implement and refine this change to our operating model, our business and results of operation may be negatively impacted.

The healthcare and education industries are areas of significant focus for our business, and factors that adversely affect the financial condition of these industries could consequently affect our business.

The operating model was designed to strengthen Huron's go-to-market strategy and support our growth.

The full implementation across all areas of our business to effect this change has taken place over several years.

Despite the operating model yielding positive synergies and impacts to date, if we do not continue to successfully refine this change to our operating model, our business and results of operations may be negatively impacted.

The healthcare and education industries are areas of significant focus for our business, and factors that affect the financial condition of these industries could consequently affect our business.

We derive a significant portion of our revenue from clients in the healthcare and education industries.

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If we fail to accurately anticipate the application of the laws and regulations affecting our clients and the industries they serve, if anticipated changes in regulation or regulatory uncertainty impact client buying patterns, or if such laws, regulations, and executive actions decrease our competitive position or limit the applicability of our service offerings, our results of operations and financial condition could be adversely impacted.

Similarly, certain of our healthcare and education clients may experience or anticipate experiencing financial distress or face complex challenges as a result of general economic conditions, operations-specific reasons or uncertainty in regulatory schemes.

Such clients may not have the financial resources or stakeholder support to start new projects or to continue existing projects.

Specifically with respect to healthcare, many healthcare laws are complex and their application to us, our clients, or the specific services and relationships we have with our clients are not always clear.

In addition, federal and state legislatures have periodically introduced programs to reform or amend the U.S.

healthcare system at both the federal and state level, such as the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and continue to consider further significant reforms.

Due to the significant implementation issues arising under these laws and potential new legislation or amendments to existing legislation, it is unclear what long-term effects they will have on the healthcare industry and in turn on our business, financial condition, and results of operations.

Our failure to accurately anticipate the application of new laws and regulations, or our failure to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business.

There are many factors that could affect the purchasing practices, operations, and, ultimately, the operating funds of healthcare and education organizations, such as reimbursement policies for healthcare and research-related expenses, student loan policies or regulations, federal and state budgetary considerations, increased taxes, internal stakeholders’ views of engaging third-party consultants, consolidation in either industry, and regulation, litigation, and general economic conditions.

In particular, we could be required to make unplanned modifications of our products and services (which would require additional time and investment) or we could suffer reductions in demand for

our products and services as a result of changes in regulations affecting either industry, such as changes in the way that healthcare organizations are paid for their services (e.g., based on patient outcomes instead of services provided), changes to Medicare or Medicaid reimbursements, changes to cost rates or reimbursement rates applicable to research grants, or a decline in the level of federal or state grant spending in general.

Levels of government spending are difficult to predict and subject to significant risk.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the new U.S.

presidential administration and Congress and what challenges budget reductions will present for the healthcare and education industries generally.

In addition, our failure to accurately anticipate the application of new laws and regulations, or our failure to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business.

Specifically with respect to healthcare, many healthcare laws are complex, and their application to us, our clients, or the specific services and relationships we have with our clients are not always clear and in turn, it is unclear what long-term effect they will have on the healthcare industry and consequently on our business, financial condition and results of operations.

There are many factors that could affect the purchasing practices, operations, and, ultimately, the operating funds of healthcare and education organizations, such as reimbursement policies for healthcare and research-related expenses, student loan policies or regulations, federal and state budgetary considerations, increased taxes, changes in the tax exempt status of healthcare and education organizations, internal stakeholders’ views of engaging third-party consultants, consolidation in either industry, and regulation, litigation, and general economic conditions.

In particular, we could be required to make unplanned modifications of our products and services (which would require additional time and investment) or we could suffer reductions in demand for our products and services as a result of proposed or enacted changes in regulations affecting either industry, such as changes in the way that healthcare organizations are paid for their services (e.g., based on patient outcomes instead of services provided), changes to Medicare or Medicaid reimbursements, changes to cost rates or reimbursement rates applicable to research grants, or a decline in the level of federal or state grant spending in general.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S.

presidential administration and Congress.

Pressures on and uncertainty surrounding the U.S.

federal and state governments' budgets, and potential changes in budgetary priorities and spending levels, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers.

In addition, state tax authorities have challenged the tax-exempt status of some hospitals and other healthcare facilities claiming such status on the basis that they are operating as charitable and/or religious organizations.

If the tax-exempt status of any of our clients is revoked or compromised by new legislation or interpretation of existing legislation, that client’s financial health could be adversely affected, which could adversely impact demand for our services, our sales, revenue, financial condition, and results of operations.

Some of the uncertainty and pressures described above may increase demand for certain of our service offerings.

To the extent there is more certainty or a reduction in these pressures, it may adversely affect our clients’ demand for certain of our service offerings.

Our digital offerings are a significant focal point for our business, including a focus on the adaptation and expansion of our services and products in response to ongoing changes in customer demand, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.

Our financial results depend, in part, on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients.

Examples of areas of significant change include digital and analytic services and products, which are continually evolving.

Examples of areas of significant change include digital and analytic services and products and AI-based solutions, which are continually evolving.

Technological developments may materially affect the cost and use of current technology by our clients and some of these technological developments may reduce and replace some of our historical services and products.

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Such spending delays can negatively impact our results of operations.

Technological developments, which may be rapid, also could shift demand to new services and products.

If, as a result of new technologies, our clients demand new services and products, we may be less competitive in these new areas or we may need to make significant investment in our portfolio of software products to meet that demand.

Technological developments and advancements in AI, which may be rapid, also could shift demand to new services and products.

If, as a result of new technologies or AI functionality, our clients demand new services and products, we may be less competitive in these new areas or we may need to make significant investment in our portfolio of software products to meet that demand.

Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our business into new growth areas and enhance our current portfolio of software products.

If we do not sufficiently invest in new technology, adapt to industry developments, evolve and expand our business at sufficient speed and scale, or make the right strategic investments, or fail to timely deliver on our product roadmap for our portfolio of software products to respond to these developments and successfully drive innovation, our services and products, our results of operations, and our ability to develop and maintain a competitive advantage and execute on our growth strategy could be adversely affected.

If we do not sufficiently invest in new technology and AI, adapt to industry developments, evolve and expand our business at sufficient speed and scale, make the right strategic investments, or fail to timely deliver on our product roadmap for our portfolio of software products to respond to these developments and successfully drive innovation, our services and products, our results of operations, and our ability to develop and maintain a competitive advantage and execute on our growth strategy could be adversely affected.

Additionally, as we expand our services and products into these new areas, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such new areas, which may negatively affect our reputation and demand for our services and products.

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Our clients typically retain us on an engagement-by-engagement basis, rather than under long-term recurring contracts, and many of our client contracts are 12 months or less in duration.

The volume of work performed for any particular client is likely to vary from year to year, and a major client in one fiscal period may not require or may decide not to use our services in any subsequent fiscal period.

The volume of work performed for any particular client is likely to vary from year to year,

and a major client in one fiscal period may not require or may decide not to use our services in any subsequent fiscal period.

Moreover, a large portion of our new engagements come from existing clients.

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Many of our practices provide services that are increasingly dependent on the use of software applications and systems that we do not own and which could become unavailable.

Moreover, our technology platforms will require continuing investments by us in order to expand existing service offerings and develop complementary services.

Moreover, our technology platforms will require continuing investments by us in order to expand existing service offerings and develop complementary services, including AI functionality.

For example, we have subscription-based offerings that require us to incur costs associated with upgrades and maintenance that could impact profit margins associated with those offerings and related services.

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A portion of our services and solutions depend on technology or software provided by third-party vendors.

Some of these third-party vendors refer potential clients to us, and others require that we obtain their permission prior to accessing their software while performing services for our clients.

Some of these third-parties refer potential clients to us, and others require that we obtain their permission prior to accessing their software while performing services for our clients.

These third-party vendors could terminate their relationship with us without cause and with little or no notice, which could limit our service offerings and harm our financial condition and operating results.

Moreover, if third-party technology or software that is important to our business does not continue to be available or utilized within the marketplace, or if the services that we provide to clients are no longer relevant in the marketplace, our business may be unfavorably impacted.

In addition, if a third-party vendor’s business changes, is reduced, fails to adapt to changing market demands, or experiences system failures, service interruptions, or security breaches, it could adversely

affect our business.

In addition, if a third-party vendor's business changes, is reduced, fails to adapt to changing market demands, or if a third-party vendor's business or third-party technology or software that is important to our business experiences system failures, service interruptions, or security breaches or is no longer supported, it could adversely affect our business.

Additionally, our third parties may depend on their own third-party vendors, which would be fourth parties to Huron.

We generally do not have direct contact, oversight, contracts, sometimes knowledge, of these fourth parties.

We generally do not have direct oversight or knowledge of these fourth parties.

If a fourth party were to be breached, we would be reliant upon our third party to provide information and manage the incident.

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We may be subject to disruption to our operating systems from technology events that are beyond our control, including the possibility of failures at third-party data centers, disruptions to the internet, natural disasters, power losses, and malicious attacks.

In addition, despite the implementation of security measures, our infrastructure and operating systems, including the internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access, computer viruses or malware, programming errors, denial-of-service attacks, cyberattacks, or other attacks by third parties seeking to disrupt operations or misappropriate information or similar physical or electronic breaches of security.

In addition, despite the implementation of security measures, our infrastructure and operating systems, including the internet and related systems, may be vulnerable to physical break-ins, phishing, impersonation (including through AI deepfakes), hackers, improper employee or contractor access, computer viruses or malware, programming errors, denial-of-service attacks, cyberattacks, or other attacks by third parties seeking to disrupt operations or misappropriate information or similar physical or electronic breaches of security.

While we have taken and are taking reasonable steps to prevent and mitigate the damage of such events, including implementation of system security measures, information backup, disaster recovery processes, and crisis response plans, and where possible, obtaining insurance against such events, those steps may not be effective and there can be no assurance that any such steps can be effective against all possible risks.

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AI technologies are complex and rapidly evolving and the technologies that we use or develop may ultimately be flawed or we may be unable to leverage AI capabilities as quickly as the market and our clients demand.

Additionally, leveraging AI capabilities to potentially improve our information platforms, products and services presents further risks and challenges.

Additionally, leveraging AI capabilities to potentially improve our information platforms, products and services presents further risks and

If we experience an actual or perceived breach of privacy or security incident because of the use of AI, we may lose valuable sensitive or confidential client or employee data which could damage our reputation.

Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and third-party vendors, by producing inaccurate outcomes based on flaws in the underlying data, or other unintended results.

Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and third-parties, by producing inaccurate outcomes based on flaws in the underlying data, or other unintended results.

While we have taken and are taking reasonable steps to prevent and mitigate risks, further incorporating AI gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed (including potential liability for breaching intellectual property or privacy rights or laws).

While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.

While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with proposed or enacted AI initiatives, laws, and policies regulating AI, such as the European Union's AI Act, could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.

While we aim to use and develop AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.

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We rely on information technology systems to process, transmit, and store electronic information and to communicate among our locations around the world and with our clients, partners, and employees.

These locations include India, Canada, Switzerland, Singapore, and the United Kingdom, all of which have their own either recently updated or potential new data protection laws.

These locations include India, Canada, Switzerland, France, Singapore, and the United Kingdom, all of which have their own either recently updated or potential new data protection laws.

The breadth and complexity of this infrastructure increases the potential risk of security breaches which could lead to potential unauthorized disclosure of confidential information.

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and foreign data security and privacy laws and regulations may increase our costs of doing business and negatively impact our results of operations.

Our ongoing expansion into international jurisdictions may also result in additional risks or increase the acuity of risks that are not present domestically with respect to privacy laws and regulations.

These laws and regulations are increasing in complexity and number.

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We are not always able to include provisions in our engagement agreements that are designed to limit our exposure to legal claims relating to our services.

While we attempt to identify and mitigate our exposure with respect to liability arising out of our consulting engagements, these efforts may be ineffective and an actual or alleged error or omission on our part or the part of our client or other third parties in one or more of our engagements could have an adverse impact on our financial condition and results of operations.

financial condition and results of operations.

In addition, we carry professional liability insurance to cover many of these types of claims, but the policy limits and the breadth of coverage may be inadequate to cover any particular claim or all claims plus the cost of legal defense.

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• the market demand for the services we provide;

• pricing pressure resulting from the introduction of new technologies, including advanced AI;

• an increase in the number of engagements in the government sector, which are subject to federal contracting regulations;

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If we default on these obligations, our lenders may foreclose on our assets, including our pledged equity interest in our subsidiaries.

We have a Third Amended and Restated Security Agreement with Bank of America (the “Security Agreement”) and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) associated with our Third Amended and Restated Credit Agreement, dated as of November 15, 2022 (as amended to date, the “Amended Credit Agreement”).

We have a Fourth Amended and Restated Security Agreement (the “Security Agreement”) and a Fourth Amended and Restated Pledge Agreement (the “Pledge Agreement”) associated with our Fourth Amended and Restated Credit Agreement, dated as of July 30, 2025 (the “Amended Credit Agreement”) with Bank of America, N.A.

Pursuant to the Security Agreement and to secure our obligations under the Amended Credit Agreement, we granted our lenders a first-priority lien, subject to permitted liens, on substantially all of the personal property assets that we and the subsidiary grantors own.

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Our indebtedness could adversely affect our ability to raise additional capital to fund our operations and obligations, expose us to interest rate risk to the extent of our variable-rate debt, and adversely affect our financial results.

As of December 31, 2024, we have a $600 million senior secured revolving credit facility (the “Revolver”) and a $275 million senior secured term loan facility (the “Term Loan”), both of which fully mature on November 15, 2027.

The Amended Credit Agreement established a $700 million senior secured revolving credit facility (the “Revolver”) and a $400 million senior secured term loan facility (the “Term Loan”), both of which fully mature on July 30, 2030.

As of December 31, 2025, we had outstanding indebtedness of $511.0 million, of which $121.0 million was outstanding under the Revolver and $390.0 million was outstanding under the Term Loan.

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or reducing our capacity to obtain additional financing and flexibility in planning for, or reacting to, changes in our business and our industry.

Under the Amended Credit Agreement, we are obligated to pay interest, at our option, at either one, three or six month Term SOFR or, in the case of the Revolver, at an alternate base rate, in each case plus an applicable margin.

Under the Amended Credit Agreement, we are obligated to pay interest, at our option, at either one, three or six month Term SOFR or at an alternate base rate, in each case plus an applicable margin.

SOFR is a relatively new reference rate, has a very limited history and is based on short-term repurchase agreements backed by Treasury securities.

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We test goodwill for impairment at the reporting unit level, annually and whenever events or circumstances make it more likely than not that an impairment may have occurred.

Intangible assets other than goodwill represent purchased assets that lack physical substance but can be distinguished from goodwill.

Intangible assets other

than goodwill represent purchased assets that lack physical substance but can be distinguished from goodwill.

Our intangible assets primarily consist of customer relationships, trade names, technology and software and non-competition agreements, all of which were acquired through business acquisitions.

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Any significant decline in our operations could result in goodwill impairment charges.

We may incur impairment charges with respect to our convertible debt investment in Shorelight or our preferred stock investment in a hospital-at-home company.

We have incurred impairment charges with respect to our convertible debt investment in Shorelight and our preferred stock investment in a hospital-at-home company, and we may incur additional impairment charges that could materially impact our results of operations.

Since 2014, we have invested $40.9 million, in the form of 1.69% convertible debt, in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight Education.

Our investment is carried at its fair value of $62.3 million as of December 31, 2024, with unrealized holding gains and losses reported in other comprehensive income.

As of December 31, 2024, our investment in Shorelight is in an unrealized gain position.

If the investment were to be in an unrealized loss position due to significant credit deterioration of Shorelight, we would recognize an allowance to decrease the carrying value of the investment to the fair value, which may be reversed in the event that the credit of Shorelight improves.

As of December 31, 2024, we have not recognized any credit allowance on our investment.

In the future, if there are adverse developments in Shorelight's business that may be the result of events within or outside of Shorelight's control, we may incur impairment charges with respect to our convertible debt investment, which could materially impact our results of operations.

Our investment is carried at its fair value with unrealized holding gains and losses reported in other comprehensive income and credit-related impairment charges reported in our results of operations.

As of December 31, 2025, our investment in Shorelight is in an unrealized loss position with a fair value of $34.1 million, which includes the recognition of a $10.4 million credit-related impairment charge in 2025.

This credit-related impairment charge was driven by the decrease in projected cash flows of Shorelight, which reflects the current federal regulatory environment in which Shorelight operates.

We did not record any impairment charges on our convertible debt investment in 2024 and 2023.

In the future, if there are additional adverse developments in Shorelight's business or the federal regulatory environment in which it operates that may be the result of events within or outside of Shorelight's control, we may incur additional impairment charges with respect to our convertible debt investment, which could materially impact our results of operations.

In 2019, we invested $5.0 million, in the form of preferred stock, in a hospital-at-home company.

Since our initial investment, we have recognized cumulative unrealized gains of $28.6 million and cumulative unrealized losses of $26.3 million.

Our investment is carried at its fair

value of $7.4 million as of December 31, 2024, with unrealized holding gains and losses reported in our results of operations when an observable price change for preferred stock issued by the company with similar rights and preferences to our preferred stock investment occurs.

As of December 31, 2024, our investment in the company is in a net unrealized gain position.

If there is significant deterioration in the earnings performance, credit rating, or business prospects of the company, or a significant adverse change in the regulatory, economic, or technological environment of the company, we would evaluate our investment for impairment.

Our investment is carried at its fair value with unrealized holding gains and losses reported in our results of operations when an observable price change for preferred stock issued by the company with similar rights and preferences to our preferred stock investment occurs.

As of December 31, 2025, our preferred stock investment is in a net unrealized loss position with a fair value of $2.4 million, which includes $5.0 million of impairment charges recognized in 2025 due to observable price changes as a result of the hospital-at-home company's merger with a third party.

If there is significant deterioration in the earnings performance, credit rating, or business prospects of the consolidated company, or a significant adverse change in the regulatory, economic, or technological environment of the consolidated company, we would evaluate our investment for further impairment.

If during such evaluation it was determined that the fair value of our investment was below its carrying value, we would recognize an additional unrealized loss for such difference, which could materially impact our results of operations.

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Expanding our service offerings may involve additional risks and may not be profitable.

We may choose to develop new service offerings or eliminate service offerings because of market opportunities or client demands.

We may choose to develop new service offerings, including managed services offerings, or eliminate service offerings because of market opportunities or client demands.

Developing new service offerings involves inherent risks, including:

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• a lack of market understanding;

• unanticipated expenses to recruit and hire qualified consultants and to market our new service offerings;

• unanticipated expenses to recruit and hire qualified professionals and to market our new service offerings;

• unanticipated challenges with service delivery.

In addition, changes to our service offerings or expanding current service offerings may impact our financial condition in ways that are difficult for us to predict.

If we are unable to manage the risks associated with such new or expanded services offerings, or if the demand for those services declines in ways that are unanticipated our cash flows and results of operations could be adversely affected.

Changes in capital markets, legal or regulatory requirements, and general economic or other factors beyond our control could reduce demand for our services, in which case our revenues and profitability could decline.

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• changes in laws and regulations or uncertainty in regulatory schemes;

• political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the ongoing repercussions of the conflicts between Russia and Ukraine and Israel and Hamas;

• political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the ongoing repercussions of the conflicts between Russia and Ukraine and increased tensions in the Middle East;

• other economic factors and general business conditions, including inflation and rising interest rates.

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Tax rates in the jurisdictions in which we operate may change as a result of macroeconomic and other factors outside of our control, making it increasingly difficult for multinational corporations like ourselves to operate with certainty about taxation in many jurisdictions.

Additionally such political, budgetary or fiscal challenges may prompt governments to implement new taxes, tariffs or regulations, which could extend to services.

As a result, we could be materially adversely affected by future changes in tax law or policy (or in their interpretation or enforcement) in the jurisdictions where we operate, including the United States, which could have a material adverse effect on our business, cash flow, results of operations, financial condition, as well as our effective income tax rate.

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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 1A. Risk Factors