What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 495 added, 321 removed, 1422 unchanged (36% of the section changed)

19 unchanged sentences

Securities Trading Plans of Directors and Officers

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our officers and/or directors during the fourth quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our officers and/or directors during the fourth quarter of 2025, each of which intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

Name and Title Action Date of Rule 10b5-1 Trading Plan Action Scheduled Expiration Date of Rule 10b5-1 Trading Plan Aggregate Number of Shares to be Sold

1 unchanged sentence

Adoption 10/31/2025 10/30/2026 27,029

During the fourth quarter of 2024, none of our officers or directors terminated contracts, instructions or written plans for the sale or purchase of our securities intended to satisfy the affirmative defense condition of Rule 10b5-1(c) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Ronald Dail - Executive Vice President and Chief Operating Officer

12/17/2025 5/4/2026 15,048

During the fourth quarter of 2025, none of our officers or directors adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

2 unchanged sentences

Directors, Executive Officers, Promoters and Control Persons

The information required by this item is incorporated by reference from portions of our definitive proxy statement for our annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, 2025 (the “Proxy Statement”) under “Nominees to Board of Directors,” “Directors Not Standing For Election” and “Executive Officers.”

The information required by this item is incorporated by reference from portions of our definitive proxy statement for our annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, 2026 (the “Proxy Statement”) under “Nominees to Board of Directors” and “Executive Officers.”

Compliance with Section 16(a) of the Exchange Act

8 unchanged sentences

We have adopted an Insider Trading policy and procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards.

A copy of our Insider Trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

A copy of our Insider Trading policy is filed as Exhibit 19.1 with the Annual Report on Form 10-K for the year ended December 31, 2024.

EXECUTIVE COMPENSATION.

60 unchanged sentences

4.2 Description of Securities.

4.2 2/25/2025

10.1 Office Lease, dated December 2003, between Union Tower, LLC and Huron Consulting Services LLC (formerly known as Huron Consulting Group LLC).

17 unchanged sentences

8-K 10.1 10/16/2019

10.10* Form of the Huron Consulting Group Inc.

2012 Omnibus Incentive Plan Restricted Stock Agreement.

10-K 12/31/2012 10.20 2/21/2013

Number Exhibit Description Filed

1 unchanged sentence

herewith Incorporated by Reference

Number Exhibit Description Filed

herewith Furnished

herewith Form Period

Ending Exhibit Filing Date

10.10* Form of the Huron Consulting Group Inc.

2012 Omnibus Incentive Plan Restricted Stock Agreement.

10-K 12/31/2012 10.20 2/21/2013

10.11* Form of the Huron Consulting Group Inc.

2012 Omnibus Incentive Plan Performance Stock Unit Agreement.

6 unchanged sentences

10-K 12/31/2014 10.34 2/24/2015

Senior Management Agreement by and between Huron Consulting Group Inc.

and Ernest W.

10-Q 3/31/2020 10.1 4/30/2020

Form of Retention Bonus Agreement.

8-K 10.1 4/14/2021

Form of the Huron Consulting Group Inc.

3 unchanged sentences

8-K 10.1 6/7/2022

Third Amended and Restated Credit Agreement, dated as of November 15, 2022, among Huron Consulting Group Inc., as Borrower, certain subsidiaries as Guarantors, the Lenders Party, Hereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A.

and PNC Bank, National Association as Co-Syndication Agents, PNC Capital Markets LLC, as Sustainability Structuring Agent, Bank of Montreal, Fifth Third Bank, National Association and TD Bank, N.A., as Co-Documentation Agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A.

and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners.

8-K 10.1 11/16/2022

10.19 Third Amended and Restated Security Agreement, dated as of November 15, 2022.

8-K 10.2 11/16/2022

Third Amended and Restated Pledge Agreement, dated as of November 15, 2022.

8-K 10.3 11/16/2022

Senior Management Agreement by and between Huron Consulting Group Inc.

8-K/A 10.1 12/29/2022

Senior Management Agreement by and between Huron Consulting Group Inc.

8-K/A 10.2 12/29/2022

10.23 H uron Consulting Group Inc.

Sto ck Ownership Parti cipation Program, as amended effective November 23, 2022

Huron Consulting Group Inc.

Stock Ownership Participation Program, as amended effective November 23, 2022

12/31/2022 10.26 2/28/2023

Amendment No.

1 to the Third Amended and Restated Credit Agreement, dated as of April 28, 2023, by and among Huron Consulting Group Inc., as Borrower, and PNC Capital Markets LLC, as Sustainability Structuring

Agent for and on behalf of the Lenders.

8-K 10.1 5/2/2023

Huron Consulting Group Inc.

1 unchanged sentence

12/31/2023 10.25 2/27/2024

Amendment to Huron Consulting Group Inc.

Stock Ownership Participation Program, effective May 3, 2024.

Amendment to Senior Management Agreement by and between Huron Consulting Group Inc.

3/31/2024 10.1 4/30/2024

Amendment to Huron Consulting Group Inc.

2012 Omnibus Incentive Plan Restricted Stock Agreement, effective May 9, 2025.

Amendment to Huron Consulting Group Inc.

Stock Ownership Participation Program, effective May 9, 2025.

Amendment to Senior Management Agreement by and between Huron Consulting Group Inc.

3/31/2025 10.1 4/29/2025

Amendment to Senior Management Agreement by and between Huron Consulting Group Inc.

3/31/2025 10.2 4/29/2025

Senior Management Agreement by and between Huron Consulting Group Inc.

and Hope Katz

3/31/2025 10.3 4/29/2025

Number Exhibit Description Filed

1 unchanged sentence

herewith Incorporated by Reference

Number Exhibit Description Filed

herewith Furnished

herewith Form Period

Ending Exhibit Filing Date

Amendment No.

2 to the Third Amended and Restated Credit Agreement, dated as of February 26, 2024, by and among Huron Consulting Group Inc., as Borrower, the Lenders Party Thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent.

Fourth Amended and Restated Credit Agreement, dated as of July 30, 2025, among Huron Consulting Group Inc., as Borrower, certain subsidiaries as Guarantors, the Lenders Party, Hereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A.

and PNC Capital Markets, LLC, as Co-Syndication Agents, TD Bank, N.A., Bank of Montreal, Fifth Third Bank, National Association and U.S.

Bank National Association as Co-Documentation Agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A.

and PNC Capital Markets, LLC as Joint Lead Arrangers and Joint Bookrunners.

8-K 10.1 7/31/2025

10.27 Fourth Amended and Restated Security Agreement, dated as of July 30, 2025.

8-K 10.2 7/31/2025

Fourth Amended and Restated Pledge Agreement, dated as of July 30, 2025.

8-K 10.3 7/31/2025

Senior Management Agreement by and between Huron Consulting Group Inc.

Amendment to Huron Consulting Group Inc.

Stock Ownership Participation Program, effective May 3, 2024.

A mendment to Senior Management Agreement by and between Huron Consulting Group Inc.

3/31/2024 10.1 4/30/2024

Employee Stock Purchase Plan, effective December 2, 2025.

19.1 Huron Consulting Group Inc.'s Insider Trading Policy.

19.1 2/25/2025

21.1 List of Subsidiaries of Huron Consulting Group Inc.

7 unchanged sentences

Huron Consulting Group Inc.'s Compensation Clawback Policy, as amended and restated effective February 14, 2025.

97.1 2/25/2025

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

2 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

Number Exhibit Description Filed

herewith Furnished

herewith Incorporated by Reference

Number Exhibit Description Filed

herewith Furnished

herewith Form Period

Ending Exhibit Filing Date

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

48 unchanged sentences

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

20 unchanged sentences

critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Fixed-Fee and Healthcare Performance-Based Billing Arrangements

As described in Note 2 to the consolidated financial statements, in fixed-fee billing arrangements, which make up a portion of total revenues of $1.5 billion for the year ended December 31, 2024, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services.

As disclosed by management, under fixed-fee arrangements, revenues are recognized based upon work completed to date versus management’s estimates of the total services to be provided under the engagement.

Additionally, the Company’s Healthcare practice enters into performance-based billing arrangements whereby fees are tied to the attainment of contractually defined objectives, which make up a portion of total revenues of $1.5 billion for the year ended December 31, 2024.

Under performance-based billing arrangements, revenue is recognized based on an estimate of variable consideration and work completed to date versus the estimates of the total services to be provided under the engagement.

Revenue Recognition - Fixed-Fee and Performance-Based Billing Arrangements

As described in Note 2 to the consolidated financial statements, the Company’s total consolidated revenues were $1.7 billion for the year ended December 31, 2025, which included a portion related to revenue from fixed-fee billing arrangements and a portion related to revenue from performance-based billing arrangements.

Under fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services and revenue is recognized based on work completed to date versus management’s estimates of the total services to be provided under the engagement.

Under performance-based billing arrangements, fees are tied to the attainment of contractually defined objectives and revenue is recognized based on an estimate of variable consideration and work completed to date versus management’s estimates of the total services to be provided under the engagement.

Variable consideration is estimated using either the expected value method or the most likely amount method, as appropriate, net of a constraint to limit the amount that could be reversed when the uncertainty is resolved.

The principal considerations for our determination that performing procedures relating to revenue recognition under fixed-fee and Healthcare performance-based billing arrangements is a critical audit matter are the significant judgments by management when developing the estimates of revenue to be recognized for these billing arrangements, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to work completed to date versus management’s estimates of the total services to be provided for fixed-fee and performance-based billing arrangements and the probability of attaining contractually defined objectives in performance-based billing arrangements.

The principal considerations for our determination that performing procedures relating to revenue recognition under fixed-fee and performance-based billing arrangements is a critical audit matter are (i) the significant judgment by management when developing the estimates of revenue to be recognized for these billing arrangements and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to estimating the total services to be provided for fixed-fee and performance-based billing arrangements and estimating variable consideration in performance-based billing arrangements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process under fixed-fee and performance-based billing arrangements.

These procedures also included, among others, testing the accuracy of the total contract amounts and evaluating the reasonableness of management’s assumption of work completed to date versus management’s estimates of the total services to be provided for a sample of engagements by (i) inquiring with the Company’s employees regarding the expected remaining efforts, (ii) evaluating trends in past performance, and (iii) evaluating performance to date.

Additionally, for performance based billing arrangements, procedures included, among others, for a sample of engagements (i) evaluating the reasonableness of management’s assumption of the probability of attaining the contractually defined objectives by inquiring with the Company’s employees regarding the expected remaining efforts and the probability weighting of variable consideration to be earned and by evaluating trends in past performance, (ii) evaluating the necessity of applying a constraint, and (iii) evaluating performance to date towards the attainment of contractually defined objectives.

These procedures also included, among others, for a sample of open engagements (i) testing management’s process for developing the estimated total services to be provided and (ii) evaluating the reasonableness of the significant assumptions used by management specific to each engagement related to estimating total services to be provided.

Evaluating the reasonableness of the assumptions related to estimating the total services to be provided involved considering (i) management’s historical forecasting accuracy;

(ii) evidence to support the relevant aforementioned assumptions;

and (iii) evaluating performance to date to assess the reasonableness of the estimate of total services to be provided.

Additionally, for performance-based billing arrangements, procedures included, among others, for a sample of open engagements evaluating the reasonableness of management’s estimate of variable consideration, including (i) the necessity of applying a constraint;

(ii) evaluating performance to date towards the attainment of contractually defined objectives;

and (iii) trends in past performance.

/s/ PricewaterhouseCoopers LLP

17 unchanged sentences

Deferred income taxes, net 3,563 2,546

Long-term investments 69,712 75,414

Long-term investments, net of allowances of $ 10,382 and $ 0 , respectively

36,433 69,712

Operating lease right-of-use assets 20,027 19,176

29 unchanged sentences

Retained earnings 636,693 531,653

Accumulated other comprehensive income 11,886 22,827

Accumulated other comprehensive income (loss)

( 6,165 ) 11,886

Total stockholders’ equity 528,629 561,327

15 unchanged sentences

Selling, general and administrative expenses 318,015 286,655 257,932

Other gains, net

( 14,196 ) ( 444 ) ( 193 )

Other losses (gains), net 3,072 ( 14,196 ) ( 444 )

Restructuring charges 9,136 9,913 11,550

19 unchanged sentences

Unrealized gain (loss) on investment, net of tax ( 15,041 ) ( 4,177 ) 7,811

Unrealized gain (loss) on cash flow hedging instruments, net of tax ( 3,373 ) ( 3,615 ) 9,315

Unrealized loss on cash flow hedging instruments, net of tax

( 4,700 ) ( 3,373 ) ( 3,615 )

Other comprehensive income (loss)

9 unchanged sentences

Comprehensive

Income Stockholders'

Income (Loss)

Stockholders'

Shares Amount Shares Amount

4 unchanged sentences

Exercise of stock options 51,266 1 2,523 2,524

Purchase of business 16,337 — 1,646 1,646

Share-based compensation 43,658 43,658

6 unchanged sentences

Exercise of stock options 32,986 — 1,832 1,832

Purchase of business 16,337 — 1,646 1,646

Purchases of businesses

185,069 2 20,849 20,851

Share-based compensation 44,237 44,237

Shares redeemed for employee tax withholdings ( 223,800 ) ( 22,085 ) ( 22,085 )

Other capital contributions 113 113

Share repurchases ( 1,218,434 ) ( 12 ) ( 122,186 ) ( 122,198 )

8 unchanged sentences

Shares redeemed for employee tax withholdings ( 222,568 ) ( 33,568 ) ( 33,568 )

Other capital contributions

Share repurchases ( 1,166,077 ) ( 12 ) ( 166,161 ) ( 166,173 )

16 unchanged sentences

Deferred income taxes 10,880 2,613 ( 6,182 )

Gain on sale of property and equipment, excluding transaction costs ( 101 ) ( 64 ) ( 1,111 )

(Gains) losses on sale of property and equipment

132 ( 101 ) ( 64 )

Gain on sale of businesses, excluding transaction costs

2 unchanged sentences

Change in fair value of preferred stock investment 5,014 — 26,262

Other, net — — 6

Credit-related impairment charge on convertible debt investment 10,382 — —

Changes in operating assets and liabilities, net of acquisitions and divestiture:

28 unchanged sentences

Effect of exchange rate changes on cash ( 16 ) ( 173 ) 32

Net increase (decrease) in cash and cash equivalents 9,762 315 ( 8,947 )

Net increase in cash and cash equivalents 2,597 9,762 315

Cash and cash equivalents at beginning of the period 21,911 12,149 11,834

9 unchanged sentences

Excise tax on net share repurchases included in current liabilities $ 616 $ 533 $ 947

Cash paid during the year for:

Interest $ 33,319 $ 27,006 $ 12,246

Income taxes $ 30,152 $ 33,849 $ 13,485

The accompanying notes are an integral part of the consolidated financial statements.

6 unchanged sentences

We provide our services and products and manage our business under three operating segments - Healthcare, Education, and Commercial - which aligns our business by industry.

The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services, energy and utilities, industrials and manufacturing, and the public sector.

The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services, industrials and manufacturing, energy and utilities, and the public sector.

We also provide revenue reporting across two principal capabilities:

7 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

In the second quarter of 2024, we revised the presentation of our consolidated statement of operations and other comprehensive income (loss) to separately present other gains, net previously presented within selling, general and administrative expenses.

The change in presentation had no effect on our consolidated results, and our historical consolidated statements of operations and other comprehensive income (loss) were revised for consistent presentation.

In the third quarter of 2024, we revised the line item descriptions of revenues to rename revenues as revenues before reimbursable expenses and to rename total revenues and reimbursable expenses as total revenues.

The change in line item description has no impact on the line item totals for any periods presented.

Use of Estimates

3 unchanged sentences

We generate substantially all of our revenues from providing professional services to our clients.

We also generate revenues from software licenses;

software support and maintenance and subscriptions to our cloud-based analytic tools and solutions;

We also generate revenues from software support and maintenance and subscriptions to our cloud-based analytic tools and solutions;

software licenses;

speaking engagements;

5 unchanged sentences

We generate our revenues under four types of billing arrangements:

fixed-fee (including software license revenue);

time-and-expense;

1 unchanged sentence

and software support, maintenance and subscriptions.

• Fixed-fee (including software license revenue):

In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services.

We set the fees based on our estimates of the costs and timing for completing the engagements.

We generally recognize revenues under fixed-fee billing arrangements using a proportionate performance approach, which is based on work completed to date versus our estimates of the total services to be provided under the engagement.

Fixed-fee billing arrangements may include multiple performance obligations, including consulting services, coaching services, software licenses, speaking engagements, conferences, and publications.

We generally recognize revenues under fixed-fee billing arrangements for consulting services using a proportionate performance approach, which is based on work completed to date versus our estimates of the total services to be provided under the engagement.

Revenues from certain performance obligations, such as coaching services and software products, are generally recognized on a straight-line basis over the length of the contract.

Revenues from software licenses, speaking engagements, conferences and publications, are generally recognized at the time the goods or services are provided.

Estimates of engagement revenues recognized and the related cost of services are monitored regularly during the term of the engagement.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

Contracts within our culture and organizational excellence solution include fixed-fee partner contracts with multiple performance obligations, which primarily consist of coaching services, as well as speaking engagements, conferences, publications and software products (“Partner Contracts”).

Revenues for coaching services and software products are generally recognized on a straight-line basis over the length of the contract.

All other revenues under Partner Contracts, including speaking engagements, conferences and publications, are recognized at the time the goods or services are provided.

Estimates of total engagement revenues and cost of services are monitored regularly during the term of the engagement.

We also generate revenues from software licenses for our research administration and compliance software, which is generally recognized in the month in which the software is delivered.

• Time-and-expense:

Under time-and-expense billing arrangements, we invoice our clients based on the number of hours worked by our revenue-generating professionals at agreed upon rates.

Time-and-expense arrangements also include certain speaking engagements, conferences, and publications purchased by our clients outside of Partner Contracts within our culture and organizational excellence solution and the portion of our Healthcare managed services contracts that are billed under time-and-expense arrangements.

Time-and-expense arrangements also include a portion of our Healthcare managed services contracts and certain speaking engagements, conferences, and publications purchased outside of a fixed-fee billing arrangement.

We recognize revenues under time-and-expense arrangements as the related services or publications are provided, using the right to invoice practical expedient which allows us to recognize revenue in the amount that we have a right to invoice based on the number of hours worked and the agreed upon hourly rates or the value of the speaking engagements, conferences or publications purchased by our clients.

7 unchanged sentences

• Software support, maintenance and subscriptions:

Clients that have purchased one of our software licenses can pay an annual fee for software support and maintenance.

We also generate subscription revenue from our cloud-based analytic tools and solutions including our cloud-based revenue cycle management software and research administration and compliance software.

We generate subscription revenue from our cloud-based analytic tools and solutions including our cloud-based revenue cycle management software and research administration and compliance software.

Additionally, clients that have purchased one of our software licenses can pay an annual fee for software support and maintenance.

Software support, maintenance and subscription revenues are recognized ratably over the support or subscription period.

These fees are generally billed in advance and included in deferred revenues until recognized.

These fees are generally billed in advance and included in deferred revenues until recognized as revenue.

Provisions are recorded for the estimated realization adjustments on all engagements, including engagements for which fees are subject to review by the bankruptcy courts.

13 unchanged sentences

Unamortized sales commissions were $ 0.6 million and $ 0.5 million as of December 31, 2025 and 2024, respectively.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Allowances for Doubtful Accounts and Unbilled Services

5 unchanged sentences

To the extent we write-off accounts receivable due to a client's inability to pay, the charge is recognized as a component of selling, general and administrative expenses.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Direct costs primarily consist of payroll costs for our revenue-generating professionals which includes salaries, performance bonuses, share-based compensation, signing and retention bonuses, payroll taxes and benefits.

8 unchanged sentences

The allowances for doubtful accounts and unbilled services are based upon the expected ability to collect accounts receivable and bill and collect unbilled services.

Management does not anticipate incurring losses on accounts receivable in excess of established allowances.

Management does not anticipate incurring losses on accounts receivable and unbilled services in excess of established allowances.

See Note 19 “Segment Information” for concentration of accounts receivable and unbilled services.

4 unchanged sentences

Long-term Investments

Our long-term investments consist of our convertible debt investment in Shorelight Holdings, LLC (“Shorelight”) and preferred stock investment in a hospital-at-home company.

Our long-term investments consist of our convertible debt investment in Shorelight Holdings, LLC (“Shorelight”) and equity investment in a hospital-at-home company.

We classified the convertible debt investment in Shorelight as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date.

2 unchanged sentences

In the event there are realized gains and losses or credit allowances recognized, we will record the amount in earnings.

We have not realized any gains or losses or recognized any credit allowance on our convertible debt investment as of December 31, 2024.

See Note 13 “Fair Value of Financial Instruments” for additional information on our convertible debt investment.

We classified the preferred stock investment in the hospital-at-home company as an equity security without a readily determinable value at the time of purchase and reevaluate such classification as of each balance sheet date.

See Note 13 “Fair Value of Financial Instruments” for additional information on our convertible debt investment in Shorelight, including the net unrealized losses and credit allowances recognized in 2025.

We classified the equity investment in the hospital-at-home company as an equity security without a readily determinable value at the time of purchase and reevaluate such classification as of each balance sheet date.

We elected to apply the measurement alternative at the time of purchase and will continue to do so until the investment does not qualify to be so measured.

1 unchanged sentence

On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for the same or similar equity instrument occurred or if factors indicate that a significant decrease in value has occurred.

We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded in our consolidated statement of operations.

See Note 13 “Fair Value of Financial Instruments” for additional information on our preferred stock investment, including the cumulative unrealized gains recognized since our initial investment and the impairment loss recognized in 2023.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

We remeasure to the fair value of the equity investment using such identified information with changes in the fair value recorded in our consolidated statement of operations.

See Note 13 “Fair Value of Financial Instruments” for additional information on our equity investment, including the cumulative unrealized losses recognized since our initial investment and the impairment loss recognized in 2025.

Fair Value of Financial Instruments

2 unchanged sentences

Property and equipment is recorded at cost, less accumulated depreciation, and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term.

Software, computers, and related equipment are depreciated over a useful life of two to four years .

Software, computers, and related equipment are depreciated over a useful life of

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

two to four years .

Furniture and fixtures are depreciated over a useful life of five years .

16 unchanged sentences

Operating lease expense is recognized on a straight-line basis over the lease term and recorded within selling, general and administrative expenses on our consolidated statement of operations.

Lease expense incurred related to previously vacated office spaces and lease impairment charges are recorded to restructuring expenses on our consolidated statement of operations.

In accordance with our accounting policy for impairment of long-lived assets, operating lease ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease ROU asset is assigned may not be recoverable.

We evaluate the recoverability of the asset group based on forecasted undiscounted cash flows.

See Note 5 “Leases” for additional information on our leases, including the lease impairment charges recorded in 2024, 2023 and 2022.

See Note 5 “Leases” and Note 11 “Restructuring Charges” for additional information on our leases, including the lease impairment charges recorded in 2025, 2024 and 2023.

Software Development Costs

13 unchanged sentences

Thereafter, and until the software is available for general release to customers, these software development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value.

These capitalized development costs are amortized in proportion to current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the

As of December 31, 2025, gross capitalized software development costs related to software products that will be sold, leased or otherwise marketed and related accumulated amortization was $ 0.9 million and $ 0.2 million, respectively.

As of December 31, 2024, gross capitalized software development costs related to software products that will be sold, leased or otherwise marketed and related accumulated amortization was $ 0.7 million and $ 0.1 million, respectively.

During both of the years ended December 31, 2025 and 2024, we amortized $ 0.1 million of such capitalized costs.

We did not capitalize any material development costs for this type of software during 2023.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

During the year ended December 31, 2024, we amortized $ 0.1 million of such capitalized costs.

We did not capitalize any material development costs for this type of software during 2023.

Implementation Costs Incurred in a Cloud Computing Arrangement

5 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023 we recognized amortization of our capitalized implementation costs of $ 0.9 million, $ 0.8 million and $ 0.7 million, respectively.

Of the $ 1.2 million amortization for capitalized implementation costs in 2022, $ 0.3 million was recognized as a restructuring charge as it related to accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use.

Our capitalized implementation costs primarily relate to the implementation of a new ERP system.

In January 2021, we successfully went live with the new ERP system, and we continue to progress with additional functionality and integrations as scheduled.

In January 2021, we successfully went live with the new ERP system, and we continue to progress with additional functionality and integrations.

These capitalized costs are included as a component of prepaid expenses and other current assets and other non-current assets on our consolidated balance sheet.

6 unchanged sentences

We evaluate the recoverability of long-lived assets based on forecasted undiscounted cash flows.

See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease ROU asset impairment charges recorded in 2024, 2023, 2022 and fixed asset impairment charges recorded in 2024 and 2023.

See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease ROU asset impairment charges recorded in 2025, 2024, and 2023 and fixed asset impairment charges recorded in 2024 and 2023.

No material impairment charges for other long-lived assets were recorded in 2025, 2024, or 2023.

9 unchanged sentences

Based on our evaluation as of December 31, 2025, we determined that no indications of impairment have arisen since our annual goodwill impairment test.

In 2023, we performed the annual goodwill impairment test as of November 30, 2023, pursuant to our policy, and determined that no impairment of goodwill existed as of that date.

In 2022, we performed two goodwill impairment tests:

an interim impairment test for each of our reporting units as of January 1, 2022 in connection with our operating model modification and the annual impairment test for each of our reporting units as of November 30.

We did not identify any impairments during our interim or annual impairment tests performed during 2022.

In 2024 and 2023, we performed the annual goodwill impairment tests as of November 30, 2024 and November 30, 2023, respectively, pursuant to our policy, and determined that no impairment of goodwill existed at each of those dates.

See Note 4 “Goodwill and Intangible Assets” for additional information on our 2025 and 2024 annual goodwill impairment tests.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Business Combinations

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The purchase price is equivalent to the fair value of consideration transferred.

The contract assets and contract liabilities acquired are recorded at their carrying value under Topic 606:

Revenue from Contracts with Customers .

The contract assets and contract liabilities acquired are recorded at the value calculated under Topic 606:

Revenue from Contracts with Customers as if we had entered into the original contract at the same date and on the same terms as the acquired company.

On an acquisition-by-acquisition basis, we may elect to apply the practical expedients available under ASC 805:

Business Combinations to aggregate the effect of contract modifications that occur prior to acquisition and to determine the standalone selling price of the performance

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

obligations in the contracts as of the acquisition date.

Applying these practical expedients in the acquisitions completed in 2025 and 2024 had an immaterial impact on our consolidated financial statements.

All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at fair value as of the acquisition date.

Goodwill is recognized for the excess of purchase price over the net value of tangible and intangible assets acquired and liabilities assumed.

Contingent consideration, which is primarily based on the business achieving certain performance targets, is recognized at its fair value on the acquisition date, and changes in fair value are recognized in earnings until settled.

The changes in fair value are not allocated at the segment level because the underlying liability is reflective of our corporate investment in the segments.

The carrying value of our contingent consideration liabilities is recorded in our consolidated balance sheets in accrued expenses and other current liabilities or deferred compensation and other liabilities based on the expected timing of payment.

In our consolidated statements of cash flows, we classify as cash outflows from financing activities the amount of contingent consideration paid up to the initial fair value of contingent consideration liability recorded as of the acquisition date.

Any amounts paid above the initial fair value is classified as a cash outflow from operating activities.

Refer to Note 3 “Acquisitions and Divestiture” for additional information on our business acquisitions and refer to Note 13 “Fair Value of Financial Instruments” for additional information regarding our contingent acquisition liability balances.

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The amortization expense is included in interest expense, net of interest income in our statement of operations.

Unamortized debt issuance costs attributable to our senior secured term loan facility (the “Term Loan”) are included as a discount to the Term Loan.

Unamortized debt issuance costs attributable to our senior secured term loan facility are included as a discount to the term loan.

Unamortized debt issuance costs attributable to our senior secured revolving credit facility are included as a component of other non-current assets.

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Foreign currency transaction gains and losses are included in other income (expense), net on the consolidated statement of operations.

We recognized $ 2.1 million of foreign currency transaction gains in 2024, $ 0.5 million of foreign currency transaction losses in 2023, and $ 0.7 million of foreign currency transaction gains in 2022.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

As of December 31, 2024, our chief operating

We recognized $ 0.2 million of foreign currency transaction losses in 2025, $ 2.1 million of foreign currency transaction gains in 2024, and $ 0.5 million of foreign currency transaction losses in 2023.

HURON CONSULTING GROUP INC.

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decision maker manages the business under three operating segments, which are our reportable segments:

Segment Reporting

As of December 31, 2025, our chief operating decision maker manages the business under three operating segments, which are our reportable segments:

Healthcare, Education, and Commercial.

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Recently Adopted

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which updates the segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

We adopted ASU 2023-07 in the fourth quarter of 2024 on a retrospective basis, resulting in additional disclosures with no impact on our consolidated financial statements.

See Note 19 “Segment Information” for the additional disclosures made related to our reportable segments.

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures , which updates annual income tax disclosures by requiring disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

We adopted ASU 2023-09 for the year ended December 31, 2025 on a retrospective basis, resulting in additional disclosures with no impact on our consolidated financial statements.

See Note 17 “Income Taxes” for the additional disclosures made related to income taxes.

Not Yet Adopted

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which updates annual income tax disclosures by requiring disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2025, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application.

We expect the adoption of this ASU will have no impact on our financial position or our results of operations, but will result in additional disclosures.

On March 6, 2024, the U.S.

Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which will require registrants to disclose certain climate-related information in registration statements and annual reports.

The disclosure requirements will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2025, subject to any delay which may result from the current administrative stay issued by the SEC.

We expect the adoption will have no impact on our financial position or our results of operations, but we are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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We expect the adoption of this ASU will have no impact on our financial position or our results of operations, but will result in additional disclosures.

On July 30, 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets For Private Companies and Certain Not-For-Profit Entities (PCC) , which provides a practical expedient for public business entities to simplify the measurement of credit losses for certain receivables and contract assets.

ASU 2025-05 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2026, with early adoption permitted, and is required to be applied prospectively.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

On September 18, 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software.

The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

ASU 2025-06 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2028, with early adoption permitted, and may be applied prospectively, retrospectively, or via a modified prospective transition method.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

On November 25, 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities.

ASU 2025-09 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2028, with early adoption permitted.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2028, including interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Acquisitions and Divestiture

2025 Acquisitions

• Advancement Resources:

On March 1, 2025 , we acquired 100 % of the ownership interests of Advancement Resources, a research-based, philanthropy-focused professional education services firm.

The results of operations of Advancement Resources are included within our consolidated financial statements and results of operations of our Education segment as of the acquisition date.

• Halpin Partnership Limited:

On March 17, 2025 , we completed the acquisition of certain assets and liabilities of Halpin Partnership Limited (“Halpin”), a U.K.-based management consultancy specializing in higher education fundraising, governance, and strategy.

The results of operations of Halpin are included within our consolidated financial statements and results of operations of our Education segment as of the acquisition date.

• Eclipse Insights LLC:

On June 24, 2025 , we completed the acquisition of certain assets and liabilities of Eclipse Insights LLC (“Eclipse Insights”), a revenue cycle consulting firm dedicated to helping healthcare organizations maximize revenue and improve cash flow.

The results of operations of Eclipse Insights are included within our consolidated financial statements and results of operations of our Healthcare segment as of the acquisition date.

• TVG-Treliant Holdings, LLC.:

On July 11, 2025 , we acquired 100 % of the membership interests of TVG-Treliant Holdings, LLC.

(“Treliant”), an advisory and managed services firm that provides expertise to the financial services industry in navigating regulatory requirements.

The results of operations of Treliant are included within our consolidated financial statements and results of operations of our Commercial segment as of the acquisition date.

• Wilson Perumal and Company, Inc.:

On September 1, 2025 , we acquired 100 % of the ownership interests of Wilson Perumal and Company, Inc.

(“WP&C”), a strategy and operations consulting firm specializing in managing complexity to drive organization efficiency, increase profitability, and improve growth rates.

The results of operations of WP&C are included within our consolidated financial statements and results of operations of our Commercial segment as of the acquisition date.

• AXIOM Systems Consulting Services, Inc.:

On November 1, 2025 , we acquired 100 % of the ownership interests of AXIOM Systems Consulting Services, Inc.

(“AXIOM”), the payor consulting services division of a healthcare information technology firm that specializes in core administration systems and digital transformation for payors and payor-provider organizations.

The results of operations of AXIOM are included within our consolidated financial statements and results of operations of our Healthcare segment as of the acquisition date.

The current acquisition date values of assets acquired and liabilities assumed in the Treliant acquisition are considered preliminary and are based on the information that was available as of the date of the acquisition.

We believe that the information provides a reasonable basis for estimating the preliminary values of assets acquired and liabilities assumed but certain items, such as the working capital adjustments, among other items, may be subject to change as additional information is received.

Thus, the provisional measurements of assets acquired, including goodwill, and liabilities assumed related to the acquisitions of Treliant are subject to change.

We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

We finalized the measurements of assets acquired and liabilities assumed related to the Advancement Resources, Halpin, Eclipse Insights, WP&C and AXIOM acquisitions during 2025.

The aggregate fair value of consideration transferred for all acquisitions completed in 2025 was $ 159.7 million, which consisted of $ 110.2 million in cash (inclusive of net working capital and other proceeds adjustments), $ 29.2 million in Huron common stock, and $ 20.3 million in the acquisition date fair value of contingent consideration liabilities.

Refer to Note 13 “Fair Value of Financial Instruments” for additional information on our contingent consideration liabilities.

Refer to Note 4 “Goodwill and Intangible Assets” for additional information on the goodwill and intangibles acquired.

No other significant assets or liabilities were acquired in connection with these acquisitions.

For 2025, we recognized total revenues of $ 36.9 million, in the aggregate, from our acquisitions completed in 2025.

Of the $ 36.9 million total revenues recognized, $ 12.8 million was related to our acquisition of Eclipse Insights completed in June 2025;

$ 12.7 million was related to our acquisition of Treliant completed in July 2025;

and $ 11.4 million was related to the remaining acquisitions completed in 2025.

We determined that it is impractical to determine the amount of earnings generated by the acquisitions, individually or in the aggregate, for 2025 due to the integration of operations after the acquisition date.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

2024 Acquisitions

• Vlamis Software Solutions, Inc.:

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• AXIA Consulting, Inc.:

On December 2, 2024, we completed the acquisition of AXIA Consulting, Inc.

(“AXIA Consulting”), a provider of supply chain-focused consulting and technology solutions, in order to expand our supply chain consulting and Oracle supply chain management (SCM) offerings

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

and broaden our Microsoft capabilities.

On December 2, 2024 , we acquired 100 % of the ownership interests of AXIA Consulting, Inc.

(“AXIA Consulting”), a provider of supply chain-focused consulting and technology solutions, in order to expand our supply chain consulting and Oracle supply chain management (SCM) offerings and broaden our Microsoft capabilities.

The results of operations of AXIA Consulting are included within our consolidated financial statements and allocated among our three operating segments based on the engagements delivered by the business.

The acquisitions of Vlamis, GG+A, and AXIA Consulting are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2024.

The current acquisition date values of assets acquired and liabilities assumed from the AXIA Consulting acquisition are considered preliminary and are based on the information that was available as of the date of the acquisition.

We believe that the information provides a reasonable basis for estimating the preliminary values of assets acquired and liabilities assumed but certain items, such as the intangible assets valuations and the working capital adjustments, among other things, may be subject to change as additional information is received.

Thus, the provisional measurements of assets acquired, including goodwill, and liabilities assumed related to the AXIA Consulting acquisition are subject to change.

We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

We finalized the measurements of assets acquired and liabilities assumed in the Vlamis and GG+A acquisitions in 2024 and the AXIA Consulting acquisition in the first quarter of 2025.

2024 Divestiture

On December 31, 2024, we completed the divestiture of our Studer Education practice within our Healthcare segment.

In connection with the sale, we recorded a $ 3.6 million pretax gain which is included in other income (expense), net on our consolidated statement of operations.

The Studer Education practice was not significant to our consolidated financial statements and did not qualify as a discontinued operation for reporting under GAAP.

2023 Acquisition

• Roundtable Analytics, Inc.:

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The acquisition of Roundtable was not significant to our consolidated financial statements as of and for the year ended December 31, 2023.

On January 18, 2022, we completed the acquisition of AIMDATA, LLC (“AIMDATA”), an advisory and implementation consulting services firm focused on strategy, technology and business transformation.

The results of operations of AIMDATA are included within our consolidated financial statements as of the acquisition date and allocated among our three operating segments, based on the engagements delivered by the business.

Customer Evolution, LLC

Effective December 31, 2022, we completed the acquisition of Customer Evolution, LLC (“Customer Evolution”), a healthcare advisory and technology implementation consulting services firm.

The results of operations of Customer Evolution are included in our consolidated financial statements and results of operations of our Healthcare segment beginning January 1, 2023.

The acquisitions of AIMDATA and Customer Evolution were not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2022.

Studer Education

On December 31, 2024, we completed the divestiture of our Studer Education practice within our Healthcare segment.

In connection with the sale, we recorded a $ 3.6 million pretax gain which is included in other income (expense), net on our consolidated statement of operations.

The Studer Education practice was not significant to our consolidated financial statements and did not qualify as a discontinued operation for reporting under GAAP.

We finalized the measurements of assets acquired and liabilities assumed in the Roundtable acquisition in 2023.

HURON CONSULTING GROUP INC.

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Goodwill recorded in connection with a business combination (1)

869 22,476 32,134 55,479

Goodwill allocated to disposal of business (2)

( 2,300 ) — — ( 2,300 )

Foreign currency translation — ( 147 ) — ( 147 )

Balance as of December 31, 2024:

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58,072 6,219 43,652 107,943

Goodwill allocated to disposal of business (2)

( 2,300 ) — — ( 2,300 )

Foreign currency translation — 231 ( 21 ) 210

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In connection with the sale, we recorded a $ 3.6 million pretax gain which is included in other income (expense), net in our consolidated statements of operations.

(3) Of the $ 107.9 million of goodwill recorded in 2025, $ 53.8 million related to the acquisition of Eclipse Insights within our Healthcare segment;

$ 27.2 million related to the acquisition of Treliant within our Commercial segment;

$ 16.5 million related to the acquisition of WP&C within our Commercial segment;

and $ 10.4 million related to the remaining acquisitions completed in 2025.

Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed, and largely reflects the expanded market opportunities expected from combining the service offerings of Huron and the businesses acquired, as well as the assembled workforces of businesses acquired.

The current acquisition date fair value of goodwill acquired in the Treliant acquisition is considered preliminary and is based on the information that was available as of the date of the acquisition.

Of the $ 107.9 million of goodwill recorded in 2025, $ 98.7 million is expected to be tax deductible.

2025 Annual Goodwill Impairment Test

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Healthcare, Education, and Commercial.

We elected to bypass the qualitative assessment and utilized a quantitative goodwill impairment test to provide an updated fair value for each reporting unit as of the most recent valuation quantitative analysis performed was as of January 1, 2022.

We reviewed goodwill for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill.

In estimating the fair value of the reporting unit, we relied on a combination of the income approach and the market approach utilizing the guideline company method, with a fifty-fifty weighting.

Based on the results of the goodwill impairment test, we determined the fair value of the Healthcare, Education, and Commercial reporting units exceeded their carrying value by approximately 105 %, 185 %, and 335 %, respectively.

As such, we concluded that there is no indication of goodwill impairment for these three reporting units.

In the income approach, we utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each reporting unit and then discounting those cash flows to present value, reflecting the relevant risks associated with each reporting unit and the time value of money.

This approach requires the use of significant estimates and assumptions, including forecasted revenue growth rates, forecasted EBITDA margins, and discount rates that reflect the risk inherent in the future cash flows.

In estimating future cash flows, we relied on internally generated ten-year forecasts.

Our forecasts are based on historical experience, current backlog, expected market demand, and other industry information.

In the market approach, we utilized the guideline company method, which involved calculating EBITDA multiples based on operating data from guideline publicly traded companies.

Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company.

These multiples were evaluated and adjusted based on specific characteristics of each of the reporting units relative to the selected guideline companies and applied to the reporting units' operating data to arrive at an indication of value.

We performed a qualitative assessment over all reporting units to determine if it was more likely than not the respective fair values of these reporting units were less than their carrying amounts, including goodwill.

For our qualitative assessment, we considered the most recent quantitative analysis performed for each reporting unit, which was as of November 30, 2024, including the key assumptions used within that analysis, the indicated fair values, and the amount by which those fair values exceeded their carrying amounts.

One of the key assumptions used within the prior quantitative analysis was our internal financial projections;

therefore, we considered the actual performance of each reporting unit during 2025 compared to the internal financial projections used, as well as specific outlooks for each reporting unit based on our most recent internal financial projections.

We also reviewed the current carrying value of each reporting unit in comparison to the carrying values as of the prior quantitative analysis.

In addition, we considered various factors, including macroeconomic conditions, relevant industry and market trends for each reporting unit, and other entity-specific events, that could indicate a potential change in the fair value of our reporting units or the composition of their carrying values.

HURON CONSULTING GROUP INC.

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assessments, we determined that it was more likely than not that the fair values for each of our reporting units exceeded their respective carrying amounts.

As such, the goodwill for our reporting units was not considered impaired as of November 30, 2025, and a quantitative goodwill impairment analysis was not necessary.

Further, we evaluated whether any events have occurred or any circumstances have changed since November 30, 2025 that would indicate goodwill may have become impaired since our annual impairment test.

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Healthcare, Education, and Commercial.

We performed a qualitative assessment considering the most recent quantitative analysis performed, actual performance, our internal financial projections, and current carrying value of each reporting unit;

as well as other various factors, including macroeconomic conditions, relevant industry and market trends for each reporting unit, and other entity-specific events.

Based on our evaluation as of November 30, 2023, we determined that there were no indications of goodwill impairment for any of our reporting units.

We elected to bypass the qualitative assessment and utilized a quantitative goodwill impairment test to provide an updated fair value for each reporting unit as of the previous valuation quantitative analysis performed was as of January 1, 2022.

We reviewed goodwill for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill.

In estimating the fair value of the reporting unit, we relied on a combination of the income approach and the market approach utilizing the guideline company method, with a fifty-fifty weighting.

As such, we concluded that there is no indication of goodwill impairment for these three reporting units.

Intangible Assets

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We acquired intangible assets related to our acquisitions of $ 58.1 million and $ 14.6 million during the years ended December 31, 2025 and 2024, respectively.

These acquired intangible assets consist of customer relationships, technology and software, customer contracts and non-competition agreements.

See Note 3 “Acquisitions and Divestiture” for additional information on the business acquisitions completed in 2024 and 2023.

Of the $ 58.1 million of intangible assets acquired, $ 27.6 million relates to our acquisition of Eclipse Insights and includes $ 25.5 million for customer relationships and $ 2.1 million for technology and software.

The acquired customer relationships and technology and software intangible assets have an estimated useful life of 10 years and 5 years, respectively.

Also included in the $ 58.1 million of intangible assets acquired in 2025 is $ 19.1 million for the Treliant customer relationships intangible asset, which has an estimated useful life of 10 years.

During the years ended December 31, 2025 and 2024, we wrote-off $ 0.9 million and $ 42.4 million, respectively, of fully amortized intangible assets no longer in use;

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Intangible assets amortization expense was $ 11.3 million, $ 6.5 million, and $ 8.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The table below sets forth the estimated annual amortization expense for each of the five succeeding years for the intangible assets recorded as of December 31, 2024.

Year Ending December 31, Estimated

Amortization Expense

Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

The table below sets forth the estimated annual amortization expense for the intangible assets recorded as of December 31, 2025.

Year Ending December 31, Estimated

Amortization Expense

2026 $ 15,564

2027 $ 13,504

2028 $ 11,854

Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors.

We lease office space, data centers and certain equipment under operating leases expiring on various dates through 2033, with various renewal options that can extend the lease terms by one to ten years .

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During the years ended December 31, 2025, 2024, and 2023 we recognized non-cash lease-related impairment charges of $ 0.7 million, $ 3.5 million, and $ 6.3 million, respectively.

During 2025, we recognized a $ 0.7 million lease-related impairment charge on the operating lease ROU asset related to our previously vacated office space in Lexington, Massachusetts.

This impairment charge was driven by updated sublease assumptions for the office space.

During 2024 we exited our office space previously occupied by GG+A and a portion of our office space in New York, New York, resulting in non-cash impairment charges of $ 2.7 million, of which $ 2.0 million was allocated to the operating lease ROU assets and $ 0.7 million was allocated to the related fixed assets based on their relative carrying amounts.

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Of the $ 0.9 million, $ 0.5 million was allocated to the fixed assets related to the office spaces and $ 0.4 million was allocated to the operating lease ROU assets based on their relative carrying amounts.

The $ 0.2 million lease-related impairment charge recognized in 2022 resulted from updated sublease assumptions for our previously vacated office space in New York, New York and was allocated to the operating lease ROU asset.

See Note 11 “Restructuring Charges” for additional information on our restructuring activities.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

See Note 11 “Restructuring Charges” for additional information on our restructuring activities.

Additional information on our operating leases as of December 31, 2025 and 2024 follows.

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Short-term lease cost (1)

1,698 565 608

Variable lease costs 5,648 4,935 3,908

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Weighted average discount rate - operating leases 4.8 % 4.3 % 4.4 %

Property and Equipment, Net

Depreciation expense for property and equipment was $ 10.6 million, $ 10.2 million, and $ 10.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Additionally, during the years ended December 31, 2024 and 2023, we recognized $ 0.5 million and less than

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

$ 0.1 million of accelerated depreciation expense for fixed assets related to vacated office spaces.

There was no accelerated depreciation expense for fixed assets related to vacated office spaces during 2022.

Property and Equipment, Net

Depreciation expense for property and equipment was $ 10.7 million, $ 10.6 million, and $ 10.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Additionally, during the years ended December 31, 2025, 2024, and 2023, we recognized $ 0.8 million, $ 0.5 million and less than $ 0.1 million of accelerated depreciation expense for fixed assets related to vacated office spaces, respectively.

This accelerated depreciation expense is included as a component of restructuring charges.

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Financing Arrangements

The Company has a $ 600 million senior secured revolving credit facility (the “Revolver”) and a $ 275 million senior secured term loan facility (the “Term Loan”), subject to the terms of the Third Amended and Restated Credit Agreement dated as of November 15, 2022 (as amended, the “Amended Credit Agreement”), both of which fully mature on November 15, 2027 .

The Term Loan was established in February 2024 with the execution of Amendment No.

2 to the Third Amended and Restated Credit Agreement.

The Term Loan is subject to scheduled quarterly amortization payments of $ 3.4 million which began June 30, 2024 and continue through the maturity date of November 15, 2027 , at which time the outstanding principal balance and all accrued interest will be due.

In July 2025, the Company entered into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which amended and restated, in its entirety, the Third Amended and Restated Credit Agreement (the “Existing Credit Agreement”).

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 .

The Term Loan is subject to scheduled quarterly amortization payments of $ 5.0 million which began September 30, 2025 and continue through the maturity date of July 30, 2030 , at which time the outstanding principal balance and all accrued interest will be due.

As of December 31, 2025, we had total borrowings outstanding under our Amended Credit Agreement of $ 511.0 million, consisting of $ 121.0 million outstanding under the Revolver and $ 390.0 million outstanding under the Term Loan.

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Scheduled Maturities of Long-Term Debt

The initial borrowings under the Revolver were used to refinance borrowings outstanding under a prior credit agreement, and future borrowings under the Revolver may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.

The proceeds of the Term Loan were used to reduce borrowings under the Revolver.

The Amended Credit Agreement provides the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount up to $ 250 million, subject to customary conditions and the approval of any lender whose commitment would be increased, resulting in a maximum available principal amount under the Amended Credit Agreement of $ 1.13 billion.

Fees and interest on borrowings under the Amended Credit Agreement vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement).

At our option, these borrowings will bear interest at one, three or six month Term SOFR or, in the case of the Revolver, an alternate base rate, in each case plus the applicable margin.

The applicable margin for borrowings under the Revolver will fluctuate between 1.125 % per annum and 1.875 % per annum, in the case of Term SOFR borrowings, or between 0.125 % per annum and 0.875 % per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time.

The applicable margin for the outstanding principal under the Term Loan will range between 1.625 % per annum and 2.375 % per annum based upon our Consolidated Leverage Ratio at such time.

The fees and interest are subject to further adjustment based upon the Company's performance against specified key performance indicators.

Based upon the performance of the Company against those key performance indicators in each Reference Year (as defined in the Amended Credit Agreement), certain adjustments to the otherwise applicable rates for interest, commitment fees and letter of credit fees will be made.

These annual adjustments will not exceed an increase or decrease of 0.01 % in the aggregate for all key performance indicators in the case of the commitment fee rate or an increase or decrease of 0.05 % in the aggregate for all key performance indicators in the case of the Term SOFR borrowings, base rate borrowings or letter of credit fee rate.

2026 $ 20,000

2027 $ 20,000

2028 $ 20,000

2029 $ 20,000

2030 $ 431,000

Borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.

The initial borrowings under the Amended Credit Agreement were used to reduce current borrowings outstanding under the Existing Credit Agreement.

The Amended Credit Agreement provides the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount up to $ 500 million with further increases permitted to the extent the Pro Forma Consolidated Leverage Ratio (as defined in the Amended Credit Agreement) remains at or below 3.00 to 1.00 following such incremental borrowings, subject to customary conditions and the approval of any lender whose commitment would be increased.

These increases result in an available principal amount of $ 1.6 billion under the Amended Credit Agreement, with further increases permitted.

Fees and interest on borrowings under the Amended Credit Agreement will vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement).

At our option, these borrowings will bear interest at one, three or six month Term SOFR or an alternate base rate, in each case plus the applicable margin.

The applicable margin will fluctuate between 1.250 % per annum and 1.875 % per annum, in the case of Term SOFR borrowings, or between 0.250 % per annum and 0.875 % per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time.

HURON CONSULTING GROUP INC.

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In addition, we have the right to permanently reduce or terminate the unused portion of the commitments provided under the Amended Credit Agreement at any time.

The loans and obligations under the Amended Credit Agreement are secured pursuant to a Third Amended and Restated Security Agreement and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A.

The loans and obligations under the Amended Credit Agreement are secured pursuant to a Fourth Amended and Restated Security Agreement and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A.

as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable benefit of the lenders under the Amended Credit Agreement, a first-priority lien, subject to permitted liens, on substantially all of the personal property assets of the Company and the subsidiary guarantors, and a pledge of 100 % of the stock or other equity interests in all domestic subsidiaries and 65 % of the stock or other equity interests in each “material first-tier foreign subsidiary” (as defined in the Pledge Agreement) entitled to vote and 100 % of the stock or other equity interests in each material first-tier foreign subsidiary not entitled to vote.

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$ 121,000 $ 93,000

390,000 264,687

Unamortized debt issuance costs - Term Loan 1

( 1,335 ) ( 1,080 )

Total long-term debt 509,665 356,607

Current maturities of long-term debt

( 20,000 ) ( 13,750 )

Long-term debt, net of current portion $ 489,665 $ 342,857

(1) In connection with establishing the Term Loan, we incurred $ 1.4 million of debt issuance costs which were recognized as a discount to the Term Loan.

These debt issuance costs are amortized to interest expense using an effective interest rate of 7.34 % over the term of the Term Loan.

(1) We recognized a $ 1.5 million discount to the Term Loan for debt issuance costs in connection with the Amended Credit Facility.

These debt issuance costs will be amortized to interest expense using an effective interest rate of 5.95 % over the term of the Term Loan.

Unamortized debt issuance costs related to the Revolver are included as a component of other non-current assets and amortized to interest expense using the straight-line method over the term of the Revolver.

Borrowings outstanding under the Amended Credit Agreement as of December 31, 2024 and 2023 carried a weighted average interest rate of 4.7 % and 4.2 %, respectively, including the effect of the interest rate swaps described in Note 12 "Derivative Instruments and Hedging Activity."

Borrowings outstanding under the Amended Credit Agreement as of December 31, 2025 carried a weighted average interest rate of 5.3 %.

Borrowings outstanding under the Existing Credit Agreement as of December 31, 2024 carried a weighted average interest rate of 4.7 %.

Both weighted average interest rates include the effect of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity.” Cash paid for interest was $ 34.3 million, $ 33.3 million, and $ 27.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the Revolver and outstanding letters of credit.

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We are authorized to issue up to 50,000,000 shares of preferred stock.

Our certificate of incorporation authorizes our board of directors, without any further stockholder action or approval, to issue these shares in one or more classes or series, to establish from time to time the number of shares to be included in each class or series, and to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions.

As of December 31, 2024 and 2023, no such preferred stock has been approved or issued.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

unissued class or series and any of its qualifications, limitations or restrictions.

As of December 31, 2025 and 2024, no such preferred stock has been approved or issued.

We are authorized to issue up to 500,000,000 shares of common stock, par value $ .01 per share.

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The contract asset balance, net as of December 31, 2025 and 2024 was $ 91.7 million and $ 60.1 million, respectively.

The $ 10.0 million decrease primarily reflects timing differences between the completion of our performance obligations and the amounts billed or billable to clients in accordance with their contractual billing terms.

The $ 31.6 million increase primarily reflects timing differences between the completion of our performance obligations and the amounts billed or billable to clients in accordance with their contractual billing terms.

Client prepayments and retainers are classified as deferred revenues and recognized over future periods in accordance with the applicable engagement agreement and our revenue recognition accounting policy.

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For the year ended December 31, 2024, $ 21.9 million of revenues recognized were included in the deferred revenue balance as of December 31, 2023.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Earnings Per Share

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In periods for which we report a net loss, diluted weighted average common shares outstanding excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Earnings per share under the basic and diluted computations are as follows:

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Net income per diluted share $ 5.84 $ 6.27 $ 3.19

The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above at December 31, 2024, 2023 and 2022 was less than 0.1 million, 0.1 million and 0.2 million, respectively, and related to unvested restricted stock and outstanding common stock options.

The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above for the years ended December 31, 2025 and 2024 was less than 0.1 million and for the year ended December 31, 2023 was 0.1 million.

The anti-dilutive securities related to unvested restricted stock and outstanding common stock options.

Share Repurchase Program

In November 2020, our board of directors authorized a share repurchase program permitting us to repurchase up to $ 50 million of our common stock through December 31, 2021.

The share repurchase program has been subsequently extended and increased, most recently in the second quarter of 2024.

The current authorization extends the share repurchase program through December 31, 2025 with a repurchase amount of $ 500 million.

Subsequently, our board of directors authorized extensions of the share repurchase program through December 31, 2026 and increased the authorized amount to $ 700 million.

In the first quarter of 2026, our board of directors authorized a further increase to the authorized amount under the share repurchase program from $ 700 million to $ 900 million.

The amount and timing of repurchases under the share repurchase program were and will continue to be determined by management and depend on a variety of factors, including the trading price of our common stock, capacity under our credit facility, general market and business conditions, and applicable legal requirements.

During 2024, we repurchased and retired 1,218,434 shares for $ 122.2 million, which includes a $ 0.5 million accrual for excise taxes on the net share repurchases in 2024 and includes 5,103 shares for $ 0.6 million which were settled in the first quarter of 2025.

During 2025, we repurchased and retired 1,166,077 shares for $ 166.2 million, which includes a $ 0.6 million accrual for excise taxes on the net share repurchases in 2025.

Additionally, in 2025, we settled the repurchase of 5,103 shares for $ 0.6 million which were accrued as of December 31, 2024 and we paid $ 0.5 million for the excise taxes accrued on the net share repurchases in 2024.

Additionally, in the first quarter of 2023, we settled the repurchase of 15,200 shares for $ 1.1 million which were accrued as of December 31, 2022.

During 2022, we repurchased and retired 2,037,752 shares for $ 121.3 million, which includes 15,200 shares for $ 1.1 million which were settled in the first quarter of 2023.

Additionally, in 2024, we settled the repurchase of 10,000 shares for $ 1.0 million which were accrued as of December 31, 2023 and we paid $ 0.9 million for the excise taxes accrued on the net share purchases in 2023.

During 2023, we repurchased and retired 1,461,815 shares for $ 123.6 million, which includes a $ 0.9 million accrual for excise taxes on the net share repurchases in 2023 and includes 10,000 shares for $ 1.0 million which were settled in the first quarter of 2024.

Additionally, in the first quarter of 2023, we settled the repurchase of 15,200 shares for $ 1.1 million which were accrued as of December 31, 2022.

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Restructuring Charges

In 2025, we incurred $9.1 million of total restructuring charges, which primarily consisted of the following:

Employee costs - We incurred $ 3.8 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Office space reductions - We incurred $ 5.2 million of restructuring expense related to office space reductions, which included $ 3.1 million of rent and related expenses, net of sublease income, for our previously vacated office spaces;

$ 1.4 million of accelerated depreciation and amortization on the related fixed assets and right-of-use operating lease assets recognized when we abandoned our office spaces in Pensacola, Florida and Boston, Massachusetts;

and a $ 0.7 million non-cash lease impairment charge driven by updated sublease assumptions for a previously vacated office space.

Of the total $9.1 million restructuring charge, $ 6.0 million was recognized in our corporate operations, $ 1.8 million was recognized in our Commercial segment, $ 0.8 million was recognized in our Education segment, and $ 0.5 million was recognized in our Healthcare segment.

In 2024, we incurred $9.9 million of restructuring charges, of which $ 1.3 million related to the divestiture of our Studer Education practice.

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During 2024, we exited our office space previously occupied by GG+A and a portion of our office space in New York, New York resulting in non-cash impairment charges of $ 1.4 million and $ 1.2 million, respectively, on the related right-of-use operating lease assets and fixed assets.

Additionally, we exited the remaining portion of our office space in Denver, Colorado resulting in $ 0.5 million of accelerated depreciation and amortization on the related

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

fixed assets and right-of-use operating lease assets we abandoned.

Additionally, we exited the remaining portion of our office space in Denver, Colorado resulting in $ 0.5 million of accelerated depreciation and amortization on the related fixed assets and right-of-use operating lease assets we abandoned.

We also incurred $ 2.3 million of restructuring charges for rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.8 million related to non-cash lease impairment charges driven by updated sublease assumptions for our previously vacated office spaces.

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Of the total $11.6 million restructuring charge, $ 8.2 million was recognized in our corporate operations, $ 2.0 million was recognized in our Commercial segment, $ 1.3 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment.

In 2022, we incurred $9.9 million of total restructuring charges, which consisted of the following:

Employee costs - We incurred $ 5.7 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand.

Office space reductions - We incurred $ 2.5 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.2 million related to a non-cash lease impairment charge driven by updated sublease assumptions for a previously vacated office space.

Other - We incurred $ 1.7 million of other restructuring charges, of which $ 0.7 million related to third-party professional advisory fees related to the modification of our operating model, $ 0.6 million related to the early termination of a contract, $ 0.3 million related to accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use, and $ 0.1 million related to the divestiture of our Life Sciences business in the fourth quarter of 2021.

Of the total $9.9 million restructuring charge, $ 3.9 million was recognized in our Education segment, $ 3.7 million was recognized in our corporate operations, $ 1.6 million was recognized in our Commercial segment, and $ 0.7 million was recognized in our Healthcare segment.

HURON CONSULTING GROUP INC.

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Adjustments (1)

( 28 ) 25 ( 3 )

Balance as of December 31, 2025

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Derivative Instruments and Hedging Activity

In the normal course of business, we use forward interest rate swaps to manage the interest rate risk associated with our variable-rate borrowings under our senior secured credit facility and we use non-deliverable foreign exchange forward contracts to manage the foreign currency exchange rate risk related to our Indian Rupee-denominated expenses of our operations in India.

From time to time, we may enter into additional forward interest rate swaps or non-deliverable foreign exchange forward contracts to further hedge against our interest rate risk and foreign currency exchange rate risk.

In the normal course of business, we use forward interest rate swaps to manage the interest rate risk associated with our variable-rate borrowings under our senior secured credit facility and we use foreign exchange forward contracts to manage the foreign currency exchange rate risk associated with our operations in India and Canada.

We do not use derivative instruments for trading or other speculative purposes.

We have designated all of our derivative instruments as cash flow hedges.

Therefore, changes in the fair value of the interest rate swaps and foreign exchange forward contracts are recorded to other comprehensive income to the extent effective and reclassified to earnings upon settlement.

Cash Flow Hedges

We have designated our interest rate swaps and Indian Rupee forward contracts as cash flow hedges.

Therefore, changes in the fair value of these derivative instruments are recorded to other comprehensive income to the extent effective and reclassified to earnings upon settlement.

Below is additional information on the derivative instruments designated as cash flow hedges in effect during the periods presented.

From time to time, we may enter into additional forward interest rate swaps or Indian Rupee forward contracts to further hedge against our interest rate and foreign currency exchange rate risk.

Interest Rate Swaps:

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Under the terms of the interest rate swap agreements, we receive from the counterparty interest on the notional amount based on one month Term SOFR and we pay to the counterparty a stated, fixed rate.

The forward interest rate swap agreements have staggered maturities through January 31, 2029 .

As of December 31, 2024, it was anticipated that $ 1.2 million of the gains, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income will be reclassified into interest expenses, net of interest income in our consolidated statement of operations within the next 12 months.

Foreign Exchange Forward Contracts

The forward interest rate swap agreements have staggered maturities through February 28, 2030 .

As of December 31, 2025, it was anticipated that $ 0.2 million of the losses, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income (loss) will be reclassified into interest expense, net of interest income in our consolidated statement of operations within the next 12 months.

Indian Rupee Forward Contracts:

We are party to non-deliverable foreign exchange forward contracts that are scheduled to mature monthly through December 31, 2026 .

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As of December 31, 2025, it was anticipated that all of the $ 0.3 million losses, net of tax, related to foreign exchange forward contracts currently recorded in accumulated other comprehensive income will be reclassified into direct costs in our consolidated statement of operations within the next 12 months.

Refer to Note 14 “Other Comprehensive Income (Loss)” for additional information on our cash flow hedges.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

The table below sets forth additional information relating to our derivative instruments as of December 31, 2024 and 2023.

Derivatives not Designated as Hedging Instruments

Canadian Dollar Forward Contracts:

Beginning in the first quarter of 2025, on a quarterly basis, we have entered into Canadian Dollar forward contracts with a $ 25.0 million notional amount that settle at the end of each quarter.

As of December 31, 2025, we have one Canadian Dollar forward contract outstanding, with a notional amount of $ 25.0 million and a fair value of $0, that will settle on March 31, 2026 .

We did not designate any of these derivatives as accounting hedging instruments.

Therefore, changes in the fair value of the derivatives are recorded to other income (expense), net in our consolidated statements of operations.

In 2025, we recognized $ 0.5 million of realized gains related to the settled forward contracts.

From time to time, we may enter into additional Canadian Dollar forward contracts to continue to establish economic hedges against our foreign exchange rate risk.

The table below sets forth additional information relating to our derivative instruments recognized on our consolidated balance sheets as of December 31, 2025 and 2024.

Derivative Instrument Balance Sheet Location December 31, 2025

December 31, 2024

Cash Flow Hedges

Interest rate swaps Prepaid expenses and other current assets $ 318 $ 1,600

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Total Assets $ 439 $ 2,981

Cash Flow Hedges

Interest rate swaps Accrued expenses and other current liabilities $ 1,023 $ —

Interest rate swaps Deferred compensation and other liabilities 2,809 —

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Total Liabilities $ 4,181 $ 381

All of our derivative instruments are transacted under the International Swaps and Derivatives Association (ISDA) master agreements.

All of our derivative instruments are transacted under International Swaps and Derivatives Association (ISDA) master agreements.

These agreements permit the net settlement of amounts owed in the event of default and certain other termination events.

Although netting is permitted, it is our policy to record all derivative assets and liabilities on a gross basis on our consolidated balance sheet.

Refer to Note 14 “Other Comprehensive Income (Loss)” for additional information on our derivative instruments.

Fair Value of Financial Instruments

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Total assets $ — $ 51,366 $ 34,079 $ 85,445

Interest rate swap $ — $ 3,832 $ — $ 3,832

Foreign exchange forward contracts — 349 — 349

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Total assets $ — $ 45,064 $ 62,344 $ 107,408

Interest rate swaps $ — $ 307 $ — $ 307

Foreign exchange forward contracts $ — $ 381 $ — $ 381

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The fair values of our foreign exchange forward contracts were derived using estimates to settle the foreign exchange forward contracts agreements, which are based on the net present value of expected future cash flows on each contract utilizing market-based inputs, including both forward and spot prices, and a discount rate reflecting the risks involved.

Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts.

See Note 12 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts.

Deferred compensation assets:

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We have not identified any changes to Shorelight or our investment, that would change our classification of the investment as an available-for-sale debt security.

The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income.

The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss).

To the extent any decrease in fair value is the result of a credit impairment, such credit-related impairment charge is recorded to other income (expense), net in our consolidated statement of operations.

The carrying value is recorded in long-term investments in our consolidated balance sheets.

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The conclusion of value for our investment is based on the probability-weighted assessment of both scenarios.

The hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date of January 17, 2027 ;

Additionally, we estimate the credit-related impairment charge as the difference between the present value of expected cash flows to be generated from the investment and the cost basis, limited to the difference between the fair value and cost basis.

The hybrid analysis and calculation of the credit-related impairment charge utilize certain assumptions, all of which are Level 3 inputs.

In the case of the hybrid analysis, these assumptions include the assumed holding period through the maturity date of January 17, 2027 ;

the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments;

cash flow projections discounted at the risk-adjusted rate of 23.5 % and 24.5 % as of December 31, 2024 and 2023, respectively;

and the concluded equity volatility of 40.0 % and 35.0 % as of December 31, 2024 and 2023, all of which are Level 3 inputs.

cash flow projections, including revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA“), discounted at a risk-adjusted rate of 23.5 % as of both December 31, 2025 and 2024;

and the concluded equity volatility of 40.0 % as of both December 31, 2025 and 2024, all of which are Level 3 inputs.

In the case of the credit-related impairment charge recorded in 2025, these assumptions include the assumed holding period through the maturity date of January 17, 2027;

the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments;

the concluded equity volatility of 40.0 %;

and cash flow projections, including revenue and EBITDA, discounted at a risk-adjusted rate in a range of 2.0 % to 12.1 % with a weighted average of 8.7 %.

The weighted average discount rate is calculated using the relative present value of expected cash flows.

The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in different impacts to our consolidated balance sheet and comprehensive income.

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Balance as of December 31, 2023

Change in fair value of convertible debt investment 10,483

Unrealized losses included in other comprehensive income (loss) ( 5,702 )

Balance as of December 31, 2024

Change in fair value of convertible debt investment ( 5,702 )

Unrealized losses included in other comprehensive income (loss) ( 17,883 )

Unrealized losses, net included in earnings ( 10,382 )

Balance as of December 31, 2025

(1) The total decrease in fair value of $ 28.3 million in 2025 was driven by a decrease in the projected cash flows of Shorelight, which reflects the current federal regulatory environment in which Shorelight operates.

Since our initial investment in 2014, we recognized a total unrealized gain of $ 3.5 million within other comprehensive income (loss) and an $ 10.4 million allowance for credit losses, net within earnings.

The $ 10.4 million credit-related impairment charge was recognized in 2025.

As of December 31, 2025 and 2024, our cost basis was $ 40.9 million.

Contingent consideration for business acquisitions:

In connection with certain business acquisitions, we may be required to pay post-closing consideration to the sellers if specific financial performance targets are met over a number of years as specified in the related purchase agreements.

We estimate the fair value of acquisition-related contingent consideration using either a probability-weighted assessment of the specific financial performance targets being measured or a Monte Carlo simulation model, as appropriate.

These fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 inputs.

The significant unobservable inputs used in the fair value measurements of our contingent consideration are our measures of the estimated payouts based on internally generated financial projections on a probability-weighted basis and a discount rate which was 5.6 % and 6.3 % as of December 31, 2024 and 2023, respectively.

The significant unobservable inputs used in the fair value measurements of our contingent consideration are our measures of the estimated payouts based on internally generated financial projections on a probability-weighted basis and a discount rate which was in a range of 4.3 % to 5.1 % with a weighted average of 4.9 % as of December 31, 2025.

The weighted average discount rate was calculated using the relative fair values of the contingent consideration liabilities as of December 31, 2025.

As of December 31, 2024, the discount rate used in the fair value measurement of our contingent consideration liability was 5.6 %.

The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management.

Any change in the fair value estimate is recorded to other losses (gains), net in our consolidated statement of operations for that period.

The use of alternative estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations.

Actual results may differ from our estimates.

Any change in the fair value estimate is recorded to other

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

losses (gains), net in our consolidated statement of operations for that period.

The carrying value is recorded in accrued expenses and other current liabilities or deferred compensation and other liabilities, based on the expected timing of payment, in our consolidated balance sheets.

Actual results may differ from our estimates.

The table below sets forth the changes in the balance of the contingent consideration for business acquisitions for the years ended December 31, 2025 and 2024.

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Balance as of December 31, 2024

Acquisition 36

Acquisitions (1)

Payment ( 150 )

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Balance as of December 31, 2025 (2)

(1) Of the $ 20.3 million contingent consideration liabilities acquired in 2025, $ 15.4 million related to our second quarter business combination and $ 4.9 million related to the remaining acquisitions completed in 2025.

The contingent consideration liabilities acquired represent the acquisition date fair values of the contingent consideration arrangements, pursuant to which we may be required to pay additional consideration to the sellers if specific revenues before reimbursable expenses targets are met over a specified period.

The remaining aggregate maximum amount of contingent consideration that may be paid in connection with the 2025 business combinations is $ 44.0 million, which is payable, if earned, on a staggered basis through December 31, 2028.

(2) Of the $ 23.3 million contingent consideration liability, $ 11.4 million was recorded to accrued expenses and other current liabilities and $ 11.9 million was recorded to deferred compensation and other liabilities in our consolidated balance sheet as of December 31, 2025.

Financial assets and liabilities not recorded at fair value on a recurring basis are as follows:

Preferred Stock Investment

Equity Investment

In the fourth quarter of 2019, we invested $ 5.0 million in a hospital-at-home company.

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We also reviewed the characteristics of our investment to confirm that the preferred stock is not in-substance common stock that would warrant equity method accounting.

After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment for our investment to be that of an equity security with no readily determinable fair value.

We elected to apply the measurement alternative at the time of the purchase and will continue to do so until the investment does not qualify to be so measured.

After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment for our investment to be that of an equity security with no readily determinable fair value and we elected to apply the measurement alternative.

In the second quarter of 2025, the hospital-at-home company merged with a third-party who provides healthcare services and, as a result, our preferred stock investment was restructured as an investment in common stock and preferred stock of the consolidated entity.

To determine the appropriate accounting treatment for our equity investment, we performed a VIE analysis and concluded that the company does not meet the definition of a VIE.

We also reviewed the characteristics of our investment to confirm that the equity securities do not warrant equity method accounting.

After we reviewed all of the terms of the equity securities, we concluded the appropriate accounting treatment for our investment to be that of equity securities with no readily determinable fair value.

We elected to continue to apply the measurement alternative and will continue to do so until the investment does not qualify to be so measured.

Under the measurement alternative, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same company.

We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded to other income (expense), net in our consolidated statement of operations.

The carrying value of the preferred stock investment is recorded in long-term investments in our consolidated balance sheets.

In the fourth quarter of 2023, we recognized a non-cash impairment loss of $ 26.3 million on our preferred stock investment recorded to other income (expense), net in our consolidated statement of operations, based on the valuation established in the most recent financing round.

During the first quarter of 2022, we recognized a non-cash unrealized gain of $ 27.0 million, based on the observable price change of preferred stock issued by the company with similar rights and preferences to our preferred stock, a Level 2 input.

There were no observable price changes or factors to indicate that a significant decrease in enterprise value occurred in 2024.

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

As of both December 31, 2024 and 2023, the carrying value of our preferred stock investment was $ 7.4 million.

On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for same or similar equity instruments occurred or if factors indicate that a significant decrease in value has occurred.

We remeasure to the fair value of the equity securities using such identified information with changes in the fair value recorded to other income (expense), net in our consolidated statement of operations.

The carrying value of the equity investment is recorded in long-term investments in our consolidated balance sheets.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

In the first quarter of 2025, we recognized a non-cash impairment loss of $ 4.2 million on our preferred stock investment based on the valuation anticipated from the hospital-at-home company's merger.

Upon the completion of the merger in the second quarter of 2025, we recognized an additional $ 0.8 million non-cash impairment charge based on the final valuation utilized in the merger.

The non-cash impairment charges were recorded to other income (expense), net in our consolidated statement of operations.

Since our initial investment, we have recognized cumulative unrealized losses of $ 31.3 million and cumulative unrealized gains of $ 28.6 million.

As of December 31, 2025 and 2024, the carrying value of our equity investment was $ 2.4 million and $ 7.4 million, respectively, with a cost basis of $ 5.0 million.

Senior Secured Credit Facility

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The carrying values of all other financial instruments not described above reasonably approximate fair market value due to the nature of the financial instruments and the short-term maturity of these items.

Other Comprehensive Income (Loss)

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

Other Comprehensive Income (Loss)

The table below sets forth the components of accumulated other comprehensive income (loss), net of tax for the years ended December 31, 2025, 2024, and 2023.

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Change in fair value, net of tax of $( 13 )

— — — ( 120 ) ( 120 )

Reclassification adjustment into earnings, net of tax of $( 1 )

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Change in fair value, net of tax of $ 103

— — — ( 299 ) ( 299 )

Reclassification adjustment into earnings, net of tax of $( 24 )

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Reclassification adjustment into earnings, net of tax of $( 136 )

— — — 387 387

Balance as of December 31, 2025 $ ( 4,222 ) $ 821 $ ( 2,504 ) $ ( 260 ) $ ( 6,165 )

(1) The before tax amounts reclassified from accumulated other comprehensive income (loss) related to our interest rate swaps and foreign exchange forward contracts designated as cash flow hedges are recorded to interest expense, net of interest income and direct costs,

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

(1) The before tax amounts reclassified from accumulated other comprehensive income related to our interest rate swaps and foreign exchange forward contracts are recorded to interest expense, net of interest income and direct costs, respectively, on our consolidated statement of operations.

The related tax amounts reclassified from accumulated other comprehensive income are recorded to income tax expense (benefit) on our consolidated statement of operations.

respectively, on our consolidated statement of operations.

The related tax amounts reclassified from accumulated other comprehensive income are recorded to income tax expense on our consolidated statement of operations.

Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our derivative instruments.

15 unchanged sentences

As of December 31, 2025, 1.6 million shares remain available for issuance under the 2012 Plan.

On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the managing director and principal levels who do not receive equity-based awards as part of their normal compensation plan.

Under the SOPP, eligible employees may elect to use after-tax payroll deductions or cash contributions to purchase shares of the Company’s common stock on certain designated purchase dates.

Employees who purchase stock under the SOPP are granted restricted stock equal to 25 % of their purchased shares.

Since 2015, Huron has administered the Employee Stock Purchase Plan (the “ESPP”), which was formerly titled the Stock Ownership Participation Program.

The ESPP is available to Huron employees below the managing director and principal levels who do not receive equity-based awards as part of their normal compensation plan.

Under the ESPP, eligible employees contribute to the program through after-tax payroll deductions, which are then used to purchase shares of the Company’s common stock on certain designated purchase dates.

Employees who purchase stock under the ESPP are granted restricted stock equal to 25 % of their purchased shares.

Vesting of the restricted stock is subject to both a time-based vesting schedule and a requirement that the purchased shares be held for a specified period.

Subsequent to the initial approval of the SOPP and through December 31, 2024, our shareholders approved amendments to the SOPP to increase the total number of shares authorized for issuance to 0.9 million, in the aggregate.

As of December 31, 2024, 0.2 million shares remain available for issuance under the SOPP.

It has been our practice to issue shares of common stock upon exercise of stock options and granting of restricted stock from authorized but unissued shares, with the exception of the SOPP under which shares are issued from treasury stock.

Subsequent to the initial approval of the ESPP and through December 31, 2025, our shareholders approved amendments to the ESPP to increase the total number of shares authorized for issuance to 1.1 million, in the aggregate.

As of December 31, 2025, 0.3 million shares remain available for issuance under the ESPP.

It has been our practice to issue shares of common stock upon exercise of stock options and granting of restricted stock from authorized but unissued shares, with the exception of the ESPP under which shares are issued from treasury stock.

Certain grants of restricted stock under the 2012 Plan may be issued from treasury stock at the direction of the Compensation Committee.

The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and SOPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest.

The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and ESPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest.

Share-based awards outstanding under our 2012 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions.

12 unchanged sentences

2012 Omnibus Incentive Plan

Stock Ownership Participation Program

Employee Stock Purchase Plan

Nonvested restricted stock at December 31, 2024 817 19 836 $ 78.68

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Nonvested performance-based stock at December 31, 2025 (3)

(1) Shares granted in 2024 are presented at the stated target, which represents the base number of shares that could be earned.

(1) Of the 223,000 shares granted in 2025, 98,659 shares represent the additional shares earned above the stated target based on the achievement of specific financial goals in the prior year.

The remaining shares granted in 2025 are presented at the stated target, which represents the base number of shares that could be earned.

Actual shares earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.

21 unchanged sentences

Risk-free rate 4.0 %

1.6 % / 2.6 %

Expected option life (in years) 4.5 years 4.5 years 4.5 years

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The weighted average grant date fair value of the performance-based stock options granted during 2025, 2024, and 2023 was $ 54.23 , $ 39.10 , and $ 32.27 , respectively.

The aggregate intrinsic value of performance-based stock options exercised during 2023 was $ 0.8 million.

No performance-based stock options were exercised in 2022.

The aggregate intrinsic value of performance-based stock options exercised during 2024 and 2023 was $ 1.6 million and $ 0.8 million, respectively.

HURON CONSULTING GROUP INC.

19 unchanged sentences

Outstanding at December 31, 2024 25 $ 52.49 3.8 $ 1.8

Forfeited or expired —

Exercised ( 25 ) $ 52.49 $ 2.6

Outstanding at December 31, 2025 (1)

25 $ 52.49 3.8 $ 1.8

Exercisable at December 31, 2025 — $ — — $ —

1 unchanged sentence

No time-vested stock options were granted in 2025, 2024, and 2023.

The aggregate intrinsic value of time-vested stock options exercised during 2023 and 2022 was $ 1.5 million and $ 0.5 million, respectively.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

The aggregate intrinsic value of time-vested stock options exercised during 2023 was $ 1.5 million.

No time-vested stock options were exercised in 2024.

The income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 consisted of the following:

20 unchanged sentences

Total $ 135,080 $ 154,016 $ 83,895

A reconciliation of the U.S.

statutory income tax rate to our effective tax rate is as follows:

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

A reconciliation of our U.S.

statutory income tax expense and tax rate to our reported income tax expense and effective tax rate for the years ended December 31, 2025, 2024 and 2023 is as follows:

Year Ended December 31,

2025 2024 2023

Percent of pretax income:

Amount Percent Amount

statutory tax rate 28,367 21.0 % 32,343 21.0 % 17,618 21.0 %

State income taxes, net of federal benefit 4.8 5.8 6.1

State and local income taxes, net of federal income tax effect (1)

5,556 4.1 % 6,504 4.2 % 3,713 4.4 %

Foreign tax effects:

Provincial income taxes

524 0.4 % 1,627 1.1 % 1,493 1.8 %

Other 100 0.1 % ( 482 ) ( 0.3 ) % ( 192 ) ( 0.2 ) %

Other foreign jurisdictions 850 0.6 % 910 0.6 % 873 1.0 %

Changes in valuation allowances 1,252 0.9 % 705 0.5 % ( 205 ) ( 0.2 ) %

Changes in unrecognized tax benefits — — % — — % ( 634 ) ( 0.8 ) %

Nontaxable or nondeductible items:

Disallowed executive compensation 3,045 2.3 % 2,619 1.7 % 3,106 3.7 %

Valuation allowance 0.6 0.4 2.6

Disallowed meals and entertainment

Meals and entertainment 988 0.7 % 863 0.6 % 744 0.9 %

Stock-based compensation ( 8,754 ) ( 6.5 ) % ( 4,368 ) ( 2.8 ) % ( 1,957 ) ( 2.3 ) %

Tax credits ( 0.7 ) ( 1.8 ) ( 1.0 )

Realized investment losses/gains ( 1,192 ) ( 0.9 ) % ( 962 ) ( 0.6 ) % ( 1,015 ) ( 1.2 ) %

Foreign source income ( 0.2 ) 0.2 1.2

Deferred tax adjustments — ( 0.3 ) ( 2.7 )

Other 218 0.2 % 296 0.2 % 88 0.1 %

Effective income tax rate 24.3 % 25.5 % 30.4 %

Research and development tax credits 56 — % ( 1,205 ) ( 0.8 ) % ( 1,480 ) ( 1.8 ) %

Effect of cross-border tax laws ( 1,035 ) ( 0.8 ) % ( 1,218 ) ( 0.8 ) % ( 862 ) ( 1.0 ) %

Other 65 0.1 % ( 242 ) ( 0.3 ) % 126 0.1 %

$ 30,040 22.2 % $ 37,390 24.3 % $ 21,416 25.5 %

(1) For 2025, the majority (greater than 50 percent) of the state and local income taxes related to New York, California, Maryland and Pennsylvania;

for 2024, the majority (greater than 50 percent) of the state and local income taxes related to California, New York, Massachusetts, Minnesota and Illinois;

and for 2023, the majority (greater than 50 percent) of the state and local income taxes related to Minnesota, Florida, Massachusetts, Illinois and New York.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act (“2025 Tax Reform”) that includes several U.S.

corporate tax provisions, including the restoration of 100% bonus depreciation on qualified property and the current deductibility of domestic research expenditures.

The provisions of the 2025 Tax Reform did not have a material impact on our 2025 income tax expense or effective tax rate.

Cash paid for income taxes (net of refunds received) for the years ended December 31, 2025, 2024 and 2023 were as follows:

Year Ended December 31,

2025 2024 2023

Federal $ 11,300 $ 14,713 $ 20,000

State 6,548 6,414 7,632

India 5,318 4,033 3,115

Canada 3,182 4,097 2,584

Other foreign jurisdictions 686 455 179

Total 27,034 29,712 33,510

HURON CONSULTING GROUP INC.

5 unchanged sentences

Share-based compensation $ 13,929 $ 13,216

Operating lease liabilities 11,687 13,635

Deferred compensation liability

12,551 10,944

Operating lease liabilities

11,535 11,687

Accrued payroll and payroll related liabilities 11,040 10,086

1 unchanged sentence

Tax credits 2,617 2,164

Convertible debt investment 1,776 —

Other 4,779 3,954

4 unchanged sentences

Intangibles and goodwill ( 59,662 ) ( 51,526 )

Software development costs ( 9,061 ) —

Operating lease right-of-use assets ( 6,627 ) ( 5,756 )

Convertible debt investment ( 5,542 ) ( 7,067 )

Prepaid expenses ( 5,087 ) ( 4,811 )

Property and equipment ( 1,147 ) ( 1,448 )

Convertible debt investment — ( 5,542 )

Other ( 4,411 ) ( 5,860 )

1 unchanged sentence

Net deferred tax liabilities $ ( 33,706 ) $ ( 25,900 )

As of December 31, 2024 and 2023, we had valuation allowances of $6.6 million and $5.7 million, respectively, primarily due to uncertainties relating to the ability to utilize deferred tax assets recorded for foreign losses and tax credits.

The increase in valuation allowances in 2024 primarily related to an increase in foreign tax credits carryforwards.

The Company has foreign net operating losses of $ 3.5 million which begin to expire in 2027, if not utilized.

We have federal tax credit carryforwards of $ 2.2 million which will begin to expire in 2030, if not utilized.

As of December 31, 2025 and 2024, we had valuation allowances of $9.8 million and $6.6 million, respectively, primarily due to uncertainties relating to the ability to utilize deferred tax assets recorded for foreign losses, capital losses and tax credits.

The increase in valuation allowances in 2025 primarily attributable to deferred tax assets recorded as the result of a capital loss on our convertible debt investment in a third-party and a capital loss on our preferred stock investment in a hospital-at-home company, as well as valuation allowance increases attributable to higher foreign tax credit carryforwards.

As of December 31, 2025, we had U.S.

and foreign net operating loss carryforwards of $ 3.8 million.

Of this amount, $ 3.2 million have an indefinite carryforward period, and the remaining $ 0.6 million begin to expire in 2027.

We have federal tax credit carryforwards of $ 2.6 million, which begin to expire in 2030.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

A reconciliation of our beginning and ending amount of unrecognized tax benefits is as follows:

A reconciliation of our beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 is as follows:

Unrecognized Tax Benefits

1 unchanged sentence

Decrease due to lapse of statute of limitations

Decrease based on tax positions related to prior years ( 50 )

Balance at December 31, 2023 —

Decrease due to lapse of statute of limitations

Balance at December 31, 2024 —

1 unchanged sentence

As of both December 31, 2025 and 2024, there was no unrecognized tax benefit which would affect the effective tax rate if recognized.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

As of both December 31, 2025 and 2024, no potential payment of interest and penalties was accrued.

When we accrue interest and penalties, we record as a component of provision for income taxes on our consolidated statement of earnings.

Accrued interest and penalties are recorded as a component of provision for income taxes on our consolidated statement of earnings.

We file income tax returns with federal, state, local and foreign jurisdictions.

1 unchanged sentence

Tax years 2019 through 2024 are subject to future examinations by state and local tax authorities.

The Company is

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

currently under audit by the state of Wisconsin.

Our foreign income tax filings are subject to future examinations by the local foreign tax authorities for tax years 2020 through 2024 .

The Company is currently under audit by the governments of India and Singapore.

The Company is currently under audit by the states of Minnesota and Wisconsin, as well as by the governments of India and Canada.

We do not expect the outcome of these audits to have a material adverse effect on our financial position or results of operations.

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See Note 5 “Leases” for additional information on our leases, including the remaining expected lease payments under our operating leases as of December 31, 2025.

In the second quarter of 2024, we recognized a $ 15.0 million pre-tax litigation settlement gain related to a completed legal matter in which Huron was the plaintiff, which is included in other gains, net on our consolidated statement of operations.

As of December 31, 2024, all of the $ 15.0 million settlement was received.

In the second quarter of 2024, we recognized a $ 15.0 million pre-tax litigation settlement gain related to a completed legal matter in which Huron was the plaintiff, which is included in other losses (gains), net on our consolidated statement of operations.

From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business.

1 unchanged sentence

However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results.

Guarantees in the form of letters of credit totaling $ 0.4 million and $ 0.5 million were outstanding at December 31, 2024 and 2023, respectively, which are used as security deposits for our office facilities.

Guarantees in the form of letters of credit totaling $ 0.4 million were outstanding at both December 31, 2025 and 2024, respectively, which are used as security deposits for our office facilities.

As of December 31, 2025 and 2024, the total estimated fair value of our outstanding contingent consideration liability was $ 23.3 million and $ 0.2 million, respectively.

Refer to Note 13 “Fair Value of Financial Instruments” for additional information on our contingent consideration liabilities.

To the extent permitted by law, our bylaws and articles of incorporation require that we indemnify our officers and directors against judgments, fines and amounts paid in settlement, including attorneys’ fees, incurred in connection with civil or criminal action or proceedings, as it relates to their services to us if such person acted in good faith.

9 unchanged sentences

and long-term care or post-acute providers.

Our healthcare-focused services and products include financial and operational performance improvement consulting, which spans revenue cycle, business operations and care delivery transformation;

digital offerings, spanning technology and analytic-related services, which includes enterprise health record (“EHR”), enterprise resource planning (“ERP”) and enterprise performance management (“EPM”), customer relationship management (“CRM”), data management, artificial intelligence (“AI”) and automation, and technology managed services, and a portfolio of software products;

Our healthcare-focused consulting and managed services offerings include financial and operational performance improvement consulting, which spans revenue cycle, business operations and care delivery transformation;

organizational transformation;

2 unchanged sentences

and strategy and innovation consulting.

Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations.

Our education and research-focused services and products include our digital offerings,

Our healthcare-focused digital services span technology and analytic-related services, including core systems of record, such as enterprise health record (“EHR”), enterprise resource planning (“ERP”), enterprise performance management (“EPM”), and customer relationship management (“CRM”) systems;

data management, AI and automation;

technology managed services;

and payor core

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

spanning technology and analytic-related services, including student information systems, ERP and EPM, CRM, data management, AI and automation, and technology managed services and our Huron Research Suite product suite (the leading software suite designed to facilitate and improve research administration service delivery and compliance);

our research-focused consulting and managed services;

administration systems.

We also have a portfolio of software products we deliver to the healthcare industry.

In June 2025, we enhanced our consulting offerings through the acquisition of Eclipse Insights LLC (“Eclipse Insights”), a leading provider of revenue cycle solutions.

In November 2025, we acquired the consulting services division of AXIOM Systems Consulting Services, Inc.

(“AXIOM”) to strengthen our digital-focused payor offerings.

Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations.

Our education and research-focused consulting and managed services offerings include our research-focused consulting and managed services;

our strategy and operations consulting services, which span finance, accounting, operations and athletics to organization and talent strategy and student and academic strategy;

and our global philanthropy consulting services.

and our advancement and fundraising consulting services, which were bolstered by the acquisition of Grenzebach Glier and Associates (“GG+A”) in March of 2024 and Advancement Resources and Halpin Parnership Limited (“Halpin”) in March 2025.

Our education and research-focused digital offerings span technology and analytic-related services, including core systems of record, such as student information, ERP, EPM, and CRM systems;

data management, AI and automation;

and technology managed services.

Our education and research-focused product offerings include our Huron Research Suite, the leading software suite designed to facilitate and improve research administration service delivery and compliance.

Our Commercial segment is focused on serving industries and organizations facing significant disruption and regulatory change by helping them adapt to rapidly changing environments and accelerate business transformation.

Our Commercial professionals work primarily with six primary buyers:

the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, and organizational advisors, including lenders and law firms.

We have a deep focus on serving organizations in the financial services, energy and utilities, industrials and manufacturing industries and the public sector while opportunistically serving commercial industries more broadly, including professional and business services, life sciences, consumer products, and retail.

Our Commercial professionals work primarily with seven primary buyers:

the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, the chief risk officer, and organizational advisors, including lenders and law firms.

We have a deep focus on serving organizations in the financial services, industrials and manufacturing, and energy and utilities industries and the public sector while opportunistically serving commercial industries more broadly, including professional and business services, life sciences, consumer products, and retail.

Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial and capital advisory (special situation advisory and corporate finance advisory) consulting services, regulatory compliance and risk management consulting and managed services, strategy and innovation consulting services, and financial and operational performance improvement consulting services.

In the third quarter of 2025, we bolstered our Commercial consulting offerings through the acquisitions of TVG-Treliant Holdings, LLC (“Treliant”), a global financial services consulting and managed services firm, and Wilson Perumal and Company, Inc.

(“WP&C”), a leading strategy and operations consulting firm specializing in driving operational efficiency and improved growth and profitability.

Our chief operating decision maker (“CODM”), who is our chief executive officer, manages the business under these three reportable segments.

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Segment operating income consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment.

Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner, as well as restructuring charges, depreciation and amortization, and interest expense that are not attributable to a particular segment.

Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner, as well as restructuring charges, other gains and losses, depreciation and amortization, and interest expense that are not attributable to a particular segment.

The administrative function costs include corporate office support costs, office facility costs, costs related to accounting and finance, human resources, legal, marketing, information technology, and company-wide business development functions, as well as costs related to overall corporate management.

6 unchanged sentences

Total revenues 858,422 777,437 696,313

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Year Ended December 31,

2025 2024 2023

Operating expenses:

13 unchanged sentences

Reimbursable expenses 9,335 9,320 9,311

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Year Ended December 31,

2024 2023 2022

Selling, general and administrative expenses 33,867 25,472 21,128

1 unchanged sentence

Other segment items (1)

709 118 3,926

Total segment operating expenses 396,323 375,020 339,794

19 unchanged sentences

217,564 191,180 175,206

Other gains, net ( 14,466 ) ( 444 ) ( 218 )

Other losses (gains), net

2,968 ( 14,466 ) ( 444 )

Restructuring charges 6,035 7,590 8,204

43 unchanged sentences

The table below sets forth the changes in the carrying amount of our allowances for doubtful accounts and unbilled services and valuation allowance for deferred tax assets for the years ended December 31, 2025, 2024, and 2023.

Allowances for doubtful accounts and unbilled

Allowances for doubtful accounts and unbilled services in the table below includes allowances related to clients' inability to make required payments on accounts receivable and unbilled

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

services includes allowances for fee adjustments and other discretionary pricing adjustments as well as allowances related to clients' inability to make required payments on accounts receivable.

services, which are shown as allowances on the consolidated statement of financial position, as well as allowances for fixed fee and performance-based fee revenue adjustments, estimated project overruns and discretionary pricing adjustments.

Balance Additions (1)

9 unchanged sentences

Valuation allowance for deferred tax assets (2)

$ 6,561 3,371 150 $ 9,782

Allowance for credit losses on convertible debt investment (3)

$ — 11,125 743 $ 10,382

(1) Additions to allowances for doubtful accounts and unbilled services are charged to revenues.

To the extent we write-off accounts receivable due to a client’s inability to pay, the charge is recognized as a component of selling, general and administrative expenses.

(2) Of the $3.4 million additions to the valuation allowance for deferred tax assets recorded in 2025, $ 1.8 million was recorded to accumulated other comprehensive income (loss) on our consolidated statement of financial position and $ 1.6 million was recorded to income tax expense on our consolidated statement of operations.

All of the additions to our valuation allowance for deferred tax assets recorded in 2024 and 2023 were recorded to income tax expense.

(3) In the second quarter of 2025, we recorded an initial $ 11.1 million credit allowance on our convertible debt investment in a third party.

In the fourth quarter of 2025, we recorded a decrease to the credit allowance of $0.7 million due to improved credit expectations.

See Note 13 “Fair Value of Financial Instruments” for additional information on our convertible debt investment.

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