Huron Consulting Group Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) . As a result of that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Attestation Report of the Registered Public Accounting Firm The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on page F-2 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 41 Table of Contents ITEM 9B. OTHER INFORMATION. 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 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 C. Mark Hussey - Chief Executive Officer, President and Director Adoption 10/31/2025 10/30/2026 27,029 J. Ronald Dail - Executive Vice President and Chief Operating Officer Termination 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 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, 2026 (the “Proxy Statement”) under “Nominees to Board of Directors” and “Executive Officers.” Compliance with Section 16(a) of the Exchange Act The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Delinquent Section 16(a) Reports.” Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics (the “Code”) that is applicable to all of our employees, officers and directors. The Code is available on the Corporate Governance page of our website at ir.huronconsultinggroup.com. If we make any amendments to or grant any waivers from the Code which are required to be disclosed under applicable SEC or Nasdaq rules, we will make such disclosures on our website. Corporate Governance The information required by this item is incorporated by reference from portions of the Proxy Statement under “Board Meetings and Committees.” Insider Trading Policy 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 as Exhibit 19.1 with the Annual Report on Form 10-K for the year ended December 31, 2024. ITEM 11. EXECUTIVE COMPENSATION. Executive Compensation The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Executive Compensation” (excluding “Pay Versus Performance”). 42 Table of Contents Compensation Committee Interlocks and Insider Participation The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Compensation Committee Interlocks and Insider Participation.” Compensation Committee Report The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Compensation Committee Report.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information with respect to equity compensation plans approved by shareholders as of December 31, 2025. We do not have equity compensation plans that have not been approved by shareholders. Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options Weighted Average Exercise Price of Outstanding Options Number of Shares Remaining Available for Future Issuance (excluding shares in 1 st column) Equity compensation plans approved by shareholders: 2012 Omnibus Incentive Plan (1) 94,882 $ 88.26 1,574,095 Stock Ownership Participation Program (2) — N/A 331,297 Equity compensation plans not approved by shareholders N/A N/A N/A Total 94,882 $ 88.26 1,905,392 (1) Our 2012 Omnibus Incentive Plan was approved by our shareholders at our annual meeting held on May 1, 2012. Subsequent to the initial approval and through December 31, 2025, our shareholders have approved amendments to the 2012 Omnibus Incentive Plan to increase the number of shares authorized for issuance to 6.3 million shares, in the aggregate. (2) Our Stock Ownership Participation Program was approved by our shareholders at our annual meeting held on May 1, 2015. Subsequent to the initial approval and through December 31, 2025, our shareholders have approved amendments to the Stock Ownership Participation Program to increase the number of shares authorized for issuance to 1.1 million shares, in the aggregate. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Stock Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Certain Relationships and Related Transactions The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Certain Relationships and Related Transactions.” Director Independence The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Director Independence.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Audit and Non-Audit Fees.” 43 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Documents filed as part of this Annual Report on Form 10-K. 1. Financial Statements—Our independent registered public accounting firm’s report and our Consolidated Financial Statements are listed below and begin on page F-1 of this Form 10-K. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations and Other Comprehensive Income (Loss) Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2. Financial Statement Schedules—The financial statement schedules required by this item are included in the Consolidated Financial Statements and accompanying notes. 3. Exhibit Index Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Form Period Ending Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation, effective May 3, 2024. DEF 14A Appendix A 3/22/2024 3.2 Amended and Restated Bylaws of Huron Consulting Group Inc. (as amended on May 15, 2023). 8-K 3.2 5/19/2023 4.1 Specimen Stock Certificate. S-1 (File No. 333- 115434) 4.1 10/5/2004 4.2 Description of Securities. 10-K 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). S-1 (File No. 333- 115434) 10.1 10/5/2004 10.2* Huron Consulting Group Inc. Deferred Compensation Plan as Amended and Restated effective January 1, 2009. 10-K 12/31/2008 10.12 2/24/2009 10.3* Senior Management Agreement by and between Huron Consulting Group Inc. and John D. Kelly. 8-K 10.1 1/6/2017 10.4 First Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated August 23, 2004. 10-K 12/31/2012 10.17 2/21/2013 10.5 Second Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated March 14, 2007. 10-K 12/31/2012 10.18 2/21/2013 10.6 Third Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated April 2, 2010. 10-K 12/31/2012 10.19 2/21/2013 10.7 Fourth Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated December 31, 2012. 8-K 10.1 1/4/2013 10.8 † Fifth Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated December 1, 2013. 10-K 12/31/2019 10.13 2/26/2020 10.9 Sixth Amendment to Lease by and between Huron Consulting Services LLC and Onni Van Buren Chicago LLC, dated October 3, 2019. 8-K 10.1 10/16/2019 44 Table of Contents Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Exhibit 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. 10-K 12/31/2014 10.32 2/24/2015 10.12* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Stock Option Agreement. 10-K 12/31/2014 10.33 2/24/2015 10.13* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan NEO Performance Stock Unit Agreement. 10-K 12/31/2014 10.34 2/24/2015 10.14* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Restricted Stock Unit Agreement. 10-Q 9/30/2021 10.1 11/2/2021 10.15* Senior Management Agreement by and between Huron Consulting Group Inc. and James R. Dail Jr. 8-K 10.1 6/7/2022 10.16* Senior Management Agreement by and between Huron Consulting Group Inc. and C. Mark Hussey. 8-K/A 10.1 12/29/2022 10.17* Huron Consulting Group Inc. Stock Ownership Participation Program, as amended effective November 23, 2022 10-K 12/31/2022 10.26 2/28/2023 10.18* Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective December 8, 2023. 10-K 12/31/2023 10.25 2/27/2024 10.19* Amendment to Huron Consulting Group Inc. Stock Ownership Participation Program, effective May 3, 2024. DEF 14A Appendix B 3/22/2024 10.20* Amendment to Senior Management Agreement by and between Huron Consulting Group Inc. and James H. Roth 10-Q 3/31/2024 10.1 4/30/2024 10.21* Amendment to Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Restricted Stock Agreement, effective May 9, 2025. DEF 14A Appendix A 3/28/2025 10.22* Amendment to Huron Consulting Group Inc. Stock Ownership Participation Program, effective May 9, 2025. DEF 14A Appendix B 3/28/2025 10.23* Amendment to Senior Management Agreement by and between Huron Consulting Group Inc. and James R. Dail Jr. 10-Q 3/31/2025 10.1 4/29/2025 10.24* Amendment to Senior Management Agreement by and between Huron Consulting Group Inc. and John D. Kelly 10-Q 3/31/2025 10.2 4/29/2025 10.25* Senior Management Agreement by and between Huron Consulting Group Inc. and Hope Katz 10-Q 3/31/2025 10.3 4/29/2025 45 Table of Contents Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Exhibit Number Exhibit Description Filed herewith Furnished herewith Form Period Ending Exhibit Filing Date 10.26 † 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 10.28 Fourth Amended and Restated Pledge Agreement, dated as of July 30, 2025. 8-K 10.3 7/31/2025 10.29* Senior Management Agreement by and between Huron Consulting Group Inc. and James H. Roth. X 10.30* Amendment to Huron Consulting Group Inc. Employee Stock Purchase Plan, effective December 2, 2025. X 19.1 Huron Consulting Group Inc.'s Insider Trading Policy. 10-K 19.1 2/25/2025 21.1 List of Subsidiaries of Huron Consulting Group Inc. X 23.1 Consent of PricewaterhouseCoopers LLP. X 31.1 Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Huron Consulting Group Inc.'s Compensation Clawback Policy, as amended and restated effective February 14, 2025. 10-K 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. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 46 Table of Contents Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Exhibit Number Exhibit Description Filed herewith Furnished herewith Form Period Ending Exhibit Filing Date 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X * Indicates the exhibit is a management contract or compensatory plan or arrangement. † Pursuant to Regulation S-K 601(b)(10)(iv), certain exhibits to this Exhibit have been omitted. The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, a copy of any or all omitted exhibits. ITEM 16. FORM 10-K SUMMARY Not applicable. 47 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Huron Consulting Group Inc. (Registrant) Signature Title Date /s/ C. MARK HUSSEY Chief Executive Officer, President and Director 2/24/2026 C. Mark Hussey POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Mark Hussey, John D. Kelly, and Hope Katz, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated. Signature Title Date /s/ C. MARK HUSSEY Chief Executive Officer, President and Director (Principal Executive Officer) 2/24/2026 C. Mark Hussey /s/ HUGH E. SAWYER Non-Executive Chairman of the Board 2/24/2026 Hugh E. Sawyer /s/ JAMES H. ROTH Vice Chairman of the Board 2/24/2026 James H. Roth /s/ JOHN D. KELLY Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 2/24/2026 John D. Kelly /s/ KYLE D. FEATHERSTONE Chief Accounting Officer (Principal Accounting Officer) 2/24/2026 Kyle D. Featherstone /s/ JOY T. BROWN Director 2/24/2026 Joy T. Brown /s/ H. EUGENE LOCKHART Director 2/24/2026 H. Eugene Lockhart /s/ PETER K. MARKELL Director 2/24/2026 Peter K. Markell /s/ JOHN F. MCCARTNEY Director 2/24/2026 John F. McCartney /s/ EKTA SINGH-BUSHELL Director 2/24/2026 Ekta Singh-Bushell /s/ DEBRA ZUMWALT Director 2/24/2026 Debra Zumwalt 48 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets at December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 F- 5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 F- 7 Notes to Consolidated Financial Statements F- 8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Huron Consulting Group Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Huron Consulting Group Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and other comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of F-2 Table of Contents 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 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 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, 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 Chicago, Illinois February 24, 2026 We have served as the Company's auditor since 2002. F-3 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 24,508 $ 21,911 Receivables from clients, net of allowances of $ 10,519 and $ 11,575 , respectively 186,506 197,771 Unbilled services, net of allowances of $ 3,384 and $ 2,203 , respectively 195,464 160,017 Income tax receivable 8,430 1,355 Prepaid expenses and other current assets 33,676 28,063 Total current assets 448,584 409,117 Property and equipment, net 23,472 21,678 Deferred income taxes, net 3,563 2,546 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 Other non-current assets 134,781 116,569 Intangible assets, net 72,927 26,076 Goodwill 786,896 678,743 Total assets $ 1,526,683 $ 1,343,617 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 12,354 $ 11,539 Accrued expenses and other current liabilities 38,117 26,768 Accrued payroll and related benefits 266,950 247,579 Current maturities of long-term debt 20,000 13,750 Current maturities of operating lease liabilities 14,304 12,315 Deferred revenues 31,708 26,869 Total current liabilities 383,433 338,820 Non-current liabilities: Deferred compensation and other liabilities 63,316 42,481 Long-term debt, net of current portion 489,665 342,857 Operating lease liabilities, net of current portion 24,371 29,686 Deferred income taxes, net 37,269 28,446 Total non-current liabilities 614,621 443,470 Commitments and contingencies Stockholders’ equity Common stock; $ 0.01 par value; 500,000,000 shares authorized; 20,465,234 and 20,780,928 shares issued, respectively 205 208 Treasury stock, at cost, 3,269,301 and 3,065,633 shares, respectively ( 189,989 ) ( 160,093 ) Additional paid-in capital 87,885 177,673 Retained earnings 636,693 531,653 Accumulated other comprehensive income (loss) ( 6,165 ) 11,886 Total stockholders’ equity 528,629 561,327 Total liabilities and stockholders’ equity $ 1,526,683 $ 1,343,617 The accompanying notes are an integral part of the consolidated financial statements. F-4 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (In thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues: Revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 1,362,060 Reimbursable expenses 36,307 35,720 36,695 Total revenues 1,699,143 1,521,805 1,398,755 Operating expenses: Direct costs (exclusive of depreciation and amortization included below) 1,122,429 1,010,077 942,697 Reimbursable expenses 36,301 35,715 36,766 Selling, general and administrative expenses 318,015 286,655 257,932 Other losses (gains), net 3,072 ( 14,196 ) ( 444 ) Restructuring charges 9,136 9,913 11,550 Depreciation and amortization 31,620 24,822 24,906 Total operating expenses 1,520,573 1,352,986 1,273,407 Operating income 178,570 168,819 125,348 Other income (expense), net: Interest expense, net of interest income ( 34,197 ) ( 25,347 ) ( 19,573 ) Other income (expense), net ( 9,293 ) 10,544 ( 21,880 ) Total other income (expense), net ( 43,490 ) ( 14,803 ) ( 41,453 ) Income before taxes 135,080 154,016 83,895 Income tax expense 30,040 37,390 21,416 Net income $ 105,040 $ 116,626 $ 62,479 Earnings per share: Net income per basic share $ 6.02 $ 6.52 $ 3.32 Net income per diluted share $ 5.84 $ 6.27 $ 3.19 Weighted average shares used in calculating earnings per share: Basic 17,445 17,894 18,832 Diluted 17,991 18,613 19,601 Comprehensive income (loss): Net income $ 105,040 $ 116,626 $ 62,479 Foreign currency translation adjustments, net of tax 1,690 ( 3,391 ) 512 Unrealized gain (loss) on investment, net of tax ( 15,041 ) ( 4,177 ) 7,811 Unrealized loss on cash flow hedging instruments, net of tax ( 4,700 ) ( 3,373 ) ( 3,615 ) Other comprehensive income (loss) ( 18,051 ) ( 10,941 ) 4,708 Comprehensive income $ 86,989 $ 105,685 $ 67,187 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share amounts) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Stockholders' Equity Shares Amount Shares Amount Balance at December 31, 2022 22,231,593 $ 223 ( 2,953,147 ) $ ( 137,556 ) $ 318,706 $ 352,548 $ 18,119 $ 552,040 Comprehensive income 62,479 4,708 67,187 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 338,173 3 124,216 5,956 ( 5,959 ) — 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 Shares redeemed for employee tax withholdings ( 146,390 ) ( 10,536 ) ( 10,536 ) Share repurchases ( 1,461,815 ) ( 15 ) ( 123,612 ) ( 123,627 ) Balance at December 31, 2023 21,175,554 $ 212 ( 2,975,321 ) $ ( 142,136 ) $ 236,962 $ 415,027 $ 22,827 $ 532,892 Comprehensive income 116,626 ( 10,941 ) 105,685 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 587,152 6 81,446 4,128 ( 4,134 ) — Exercise of stock options 32,986 — 1,832 1,832 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 ) Balance at December 31, 2024 20,762,327 $ 208 ( 3,117,675 ) $ ( 160,093 ) $ 177,673 $ 531,653 $ 11,886 $ 561,327 Comprehensive income 105,040 ( 18,051 ) 86,989 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 555,578 6 68,801 3,672 ( 3,678 ) — Exercise of stock options 84,953 1 5,087 5,088 Purchases of businesses 223,745 2 29,205 29,207 Share-based compensation 45,759 45,759 Shares redeemed for employee tax withholdings ( 222,568 ) ( 33,568 ) ( 33,568 ) Share repurchases ( 1,166,077 ) ( 12 ) ( 166,161 ) ( 166,173 ) Balance at December 31, 2025 20,460,526 $ 205 ( 3,271,442 ) $ ( 189,989 ) $ 87,885 $ 636,693 $ ( 6,165 ) $ 528,629 The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 105,040 $ 116,626 $ 62,479 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 32,429 25,300 24,938 Non-cash lease expense 6,767 6,065 6,321 Lease-related impairment charges 738 3,513 6,248 Share-based compensation 46,512 45,074 45,697 Amortization of debt discount and issuance costs 1,147 1,078 769 Allowances for doubtful accounts 942 3,073 421 Deferred income taxes 10,880 2,613 ( 6,182 ) (Gains) losses on sale of property and equipment 132 ( 101 ) ( 64 ) Gain on sale of businesses, excluding transaction costs — ( 4,309 ) — Change in fair value of contingent consideration liabilities 2,952 ( 533 ) ( 490 ) Change in fair value of preferred stock investment 5,014 — 26,262 Credit-related impairment charge on convertible debt investment 10,382 — — Changes in operating assets and liabilities, net of acquisitions and divestiture: (Increase) decrease in receivables from clients, net 16,904 ( 30,496 ) ( 15,046 ) (Increase) decrease in unbilled services, net ( 31,827 ) 31,123 ( 49,051 ) (Increase) decrease in current income tax receivable / payable, net ( 7,797 ) 5,412 ( 5,139 ) (Increase) decrease in other assets ( 12,579 ) ( 8,153 ) ( 6,535 ) Increase (decrease) in accounts payable and other liabilities ( 6,253 ) ( 12,228 ) ( 6,948 ) Increase (decrease) in accrued payroll and related benefits 9,330 16,370 51,022 Increase (decrease) in deferred revenues 2,681 892 560 Net cash provided by operating activities 193,394 201,319 135,262 Cash flows from investing activities: Purchases of property and equipment ( 10,437 ) ( 8,651 ) ( 9,444 ) Investments in life insurance policies ( 3,241 ) ( 2,594 ) ( 3,074 ) Distributions from life insurance policies — — 2,956 Purchases of businesses, net of cash acquired ( 111,630 ) ( 49,503 ) ( 1,613 ) Capitalization of internally developed software costs ( 20,647 ) ( 23,932 ) ( 25,742 ) Proceeds from note receivable 154 154 154 Proceeds from sale of property and equipment 50 102 111 Proceeds from divestitures of businesses — 4,675 — Net cash used in investing activities ( 145,751 ) ( 79,749 ) ( 36,652 ) Cash flows from financing activities: Proceeds from exercises of stock options 5,087 1,832 2,524 Shares redeemed for employee tax withholdings ( 33,568 ) ( 22,085 ) ( 10,536 ) Share repurchases ( 166,725 ) ( 123,006 ) ( 122,757 ) Proceeds from bank borrowings 1,108,000 743,500 354,000 Repayments of bank borrowings ( 954,688 ) ( 709,813 ) ( 320,000 ) Payments for debt issuance costs ( 3,100 ) ( 1,446 ) ( 58 ) Deferred payments on business acquisition ( 36 ) ( 617 ) ( 1,500 ) Net cash used in financing activities ( 45,030 ) ( 111,635 ) ( 98,327 ) Effect of exchange rate changes on cash ( 16 ) ( 173 ) 32 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 Cash and cash equivalents at end of the period $ 24,508 $ 21,911 $ 12,149 Supplemental disclosure of cash flow information: Non-cash investing and financing activities: Property and equipment expenditures and capitalized software included in current liabilities $ 6,417 $ 5,016 $ 5,156 Common stock issued related to purchases of businesses $ 29,207 $ 20,851 $ 1,646 Contingent consideration accrued related to purchases of businesses $ 20,251 $ 36 $ 374 Note receivable issued related to divestiture of business $ — $ 2,250 $ — Share repurchases included in current liabilities $ — $ 636 $ 1,030 Excise tax on net share repurchases included in current liabilities $ 616 $ 533 $ 947 The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 1. Description of Business Huron is a global professional services firm that partners with clients to put possible into practice by creating sound strategies, optimizing operations, accelerating digital transformation, and empowering businesses to own their future. By embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. 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, industrials and manufacturing, energy and utilities, and the public sector. We also provide revenue reporting across two principal capabilities: i) Consulting and Managed Services and ii) Digital, which are methods by which we deliver our services and products. See Note 19 “Segment Information” for a discussion of our three segments. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements reflect the financial position at December 31, 2025 and 2024, and the results of operations and cash flows for the years ended December 31, 2025, 2024, and 2023. The consolidated financial statements include the accounts of Huron Consulting Group Inc. and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Actual results may differ from these estimates and assumptions. Revenue Recognition We generate substantially all of our revenues from providing professional services to our clients. We also generate revenues from software support and maintenance and subscriptions to our cloud-based analytic tools and solutions; software licenses; speaking engagements; conferences; and publications. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, we allocate the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on our overall pricing objectives, taking into consideration market conditions and other factors. Revenue is recognized when control of the goods and services provided are transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when we satisfy the performance obligations. We generate our revenues under four types of billing arrangements: fixed-fee; time-and-expense; performance-based; and software support, maintenance and subscriptions. • Fixed-fee: 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. 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. F-8 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) • 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 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. • Performance-based: In performance-based billing arrangements, fees are tied to the attainment of contractually defined objectives. We enter into performance-based engagements in essentially two forms. First, we generally earn fees that are directly related to the savings formally acknowledged by the client as a result of adopting our recommendations for improving operational and cost effectiveness in the areas we review. Second, we earn a success fee when and if certain predefined outcomes occur. We recognize revenue under performance-based billing arrangements using the following steps: 1) estimate variable consideration using either the expected value method or the most likely amount method, as appropriate 2) apply a constraint to the estimated variable consideration to limit the amount that could be reversed when the uncertainty is resolved (the “constraint”), and 3) recognize revenue of estimated variable consideration, net of the constraint, based on work completed to date versus our estimates of the total services to be provided under the engagement. • Software support, maintenance and subscriptions: 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 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. Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket expenses incurred in connection with client engagements, are included in total revenues and reimbursable expenses. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. The payment terms and conditions in our customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenues in the consolidated balance sheets. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services. Revenues recognized, but for which we are not yet entitled to bill because certain events, such as the completion of the measurement period or client approval, must occur, are recorded as contract assets and included within unbilled services. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. Capitalized Sales Commissions Sales commissions earned by our sales professionals are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions with an expected amortization period greater than one year are deferred and amortized on a systematic basis that is consistent with the revenue recognition model for the associated contract. We elected to apply the practical expedient to expense sales commissions as incurred when the expected amortization period is one year or less. Amortization expense is recorded to direct costs. During the years ended December 31, 2025, 2024, and 2023, we amortized $ 0.5 million, $ 0.3 million, and $ 0.2 million, respectively, of capitalized sales commissions. Unamortized sales commissions were $ 0.6 million and $ 0.5 million as of December 31, 2025 and 2024, respectively. Allowances for Doubtful Accounts and Unbilled Services We maintain allowances for doubtful accounts and unbilled services based on several factors, including the estimated cash realization from amounts due from clients, an assessment of a client’s ability to make required payments, and the historical percentages of fee adjustments and write-offs by age of receivables and unbilled services. The allowances are assessed by management on a regular basis. These estimates may differ from actual results. If the financial condition of a client deteriorates in the future, impacting the client’s ability to make payments, an increase to our allowance might be required or our allowance may not be sufficient to cover actual write-offs. We record the provision for doubtful accounts and unbilled services as a reduction in revenue. 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. F-9 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Direct Costs 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. Direct costs also include fees paid to independent contractors that we retain to supplement our revenue-generating professionals, typically on an as-needed basis for specific client engagements, as well as technology costs, product and event costs, and commissions. Direct costs exclude reimbursable expenses and amortization of intangible assets and software development costs, both of which are separately presented in our consolidated statements of operations. Direct costs are expensed in the period incurred. Cash and Cash Equivalents We consider all highly liquid investments, including overnight investments and commercial paper, with original maturities of three months or less to be cash equivalents. Concentrations of Credit Risk To the extent receivables from clients become delinquent, collection activities commence. No single client balance is considered large enough to pose a material credit risk. 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 and unbilled services in excess of established allowances. See Note 19 “Segment Information” for concentration of accounts receivable and unbilled services. We hold our cash in accounts at multiple third-party financial institutions. These deposits, at times, may exceed federally insured limits. We review the credit ratings of these financial institutions, regularly monitor the cash balances in these accounts, and adjust the balances as appropriate. However, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. Long-term Investments 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. The investment is carried at fair value with unrealized holding gains and losses reported in other comprehensive income. If the investment is in an unrealized loss position due to significant credit deterioration of the investee, we recognize an allowance to decrease the carrying value of the investment to the fair value, which may be reversed in the event that the credit of an issuer improves. In the event there are realized gains and losses or credit allowances recognized, we will record the amount in earnings. 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. 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 company. 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 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 See Note 13 “Fair Value of Financial Instruments” for the accounting policies used to measure the fair value of our financial assets and liabilities that are measured at fair value on a recurring basis. Property and Equipment 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 F-10 Table of Contents 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 . Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the initial term of the lease. Leases We determine if an arrangement contains a lease and the classification of such lease at inception. As of December 31, 2025 and 2024, all of our material leases are classified as operating leases; we have not entered into any material finance leases. For all operating leases with an initial term greater than 12 months, we recognize an operating lease right-of-use (“ROU”) asset and operating lease liability. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date and provided by the administrative agent for our senior secured credit facility in determining the present value of lease payments. Operating lease ROU assets exclude lease incentives. We elected the practical expedient to combine lease and nonlease components. Certain lease agreements contain variable lease payments that do not depend on an index or rate. These variable lease payments are not included in the calculation of the operating lease ROU asset and operating lease liability; instead, they are expensed as incurred. Our leases may contain options to extend or terminate the lease, and we include these terms in our calculation of the operating lease ROU asset and operating lease liability when it is reasonably certain that we will exercise the option. 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” 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 We capitalize internal and external software development costs related to our cloud computing applications and software for internal use, which we account for in accordance with ASC 350-40: Intangibles - Goodwill and Other, Internal-Use Software; and related to software products that will be sold, leased, or marketed, which we account for in accordance with ASC 985: Software-Costs of Software to be Sold, Leased, or Marketed. These capitalized costs are included as a component of other non-current assets on our consolidated balance sheet and the related amortization is recorded to depreciation and amortization on our consolidated statements of operations. Under ASC 350-40, we capitalize software development costs incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the project is substantially complete and ready for its intended use, these costs are amortized on a straight-line basis over the technology's estimated useful life. Acquired technology assets are initially recorded at fair value and amortized on a straight-line basis over the estimated useful life. As of December 31, 2025, gross capitalized internal-use software development costs and related accumulated amortization was $ 109.7 million and $ 38.7 million, respectively. As of December 31, 2024, gross capitalized internal-use software development costs and related accumulated amortization was $ 94.3 million and $ 33.8 million, respectively. During the years ended December 31, 2025, 2024, and 2023, we amortized $ 9.5 million, $ 7.6 million, and $ 6.5 million, respectively, of such software development costs. Under ASC 985, software development costs are expensed until technological feasibility has been established. 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 product. 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. F-11 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Implementation Costs Incurred in a Cloud Computing Arrangement We incur costs to implement cloud computing arrangements that are service contracts. We capitalize certain costs associated with the implementation of the cloud computing arrangements, including employee payroll and related benefits and third party consulting costs, incurred during the application development stage of a project. These costs are amortized on a straight-line basis over the term of the hosting service contracts, including renewal periods we are reasonably certain to exercise, and recognized as a component of selling, general and administrative expenses on our consolidated statement of operations. As of December 31, 2025, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization was $ 8.7 million and $ 3.9 million, respectively. As of December 31, 2024, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization was $ 7.7 million and $ 3.0 million, respectively. 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. 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. 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. Intangible Assets Other Than Goodwill Identifiable intangible assets are amortized over their expected useful lives using a method that reflects the economic benefit expected to be derived from the assets or on a straight-line basis. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Impairment of Long-Lived Assets Long-lived assets, including property and equipment, right-of-use assets, and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a significant decline in forecasted operating results over an extended period of time. 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 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. Goodwill For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. We are required to test goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. We perform our annual goodwill impairment test as of November 30 and monitor for interim triggering events on an ongoing basis. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. We assign goodwill to reporting units based on our integration plans and the expected synergies resulting from the acquisition. As of December 31, 2025, we have three reporting units: Healthcare, Education, and Commercial. In 2025, we performed the annual goodwill impairment test as of November 30, 2025, pursuant to our policy, and determined that no impairment of goodwill existed as of that date. 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. 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 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. Business Combinations We use the acquisition method of accounting for business combinations . Each acquired company’s operating results are included in our consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. 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 F-12 Table of Contents 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 other losses (gains), net in our consolidated statement of operations for that period. 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. Income Taxes Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. We have elected to recognize the tax expense related to Global Intangible Low-Taxed Income (“GILTI”) as a current period expense when incurred. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets will not likely be recovered from future taxable income, a valuation allowance is established against such deferred tax assets. Refer to Note 17 “Income Taxes” for further information regarding incomes taxes. Share-Based Compensation Share-based compensation cost is measured based on the grant date fair value of the respective awards. We generally recognize share-based compensation ratably using the straight-line attribution method; however, for those awards with performance criteria and graded vesting features, we use the graded vesting attribution method. It is our policy to account for forfeitures as they occur. Refer to Note 16 “Equity Incentive Plan” for further information regarding share-based compensation. Sponsorship and Advertising Costs Sponsorship and advertising costs are expensed as incurred. Such expenses for the years ended December 31, 2025, 2024, and 2023 totaled $ 11.5 million, $ 10.2 million, and $ 7.3 million, respectively, and are a component of selling, general and administrative expenses on our consolidated statement of operations. Debt Issuance Costs We amortize the costs we incur to obtain debt financing over the contractual life of the related debt using the effective interest method for non-revolving debt and the straight-line method for revolving debt. 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 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. Foreign Currency Assets and liabilities of foreign subsidiaries whose functional currency is not the United States Dollar (USD) are translated into USD using the exchange rates in effect at period end. Revenue and expense items are translated using the average exchange rates for the period. Foreign currency translation adjustments are included in accumulated other comprehensive income, which is a component of stockholders’ equity. Foreign currency transaction gains and losses are included in other income (expense), net on the consolidated statement of operations. 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. F-13 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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, 2025, our chief operating decision maker manages the business under three operating segments, which are our reportable segments: Healthcare, Education, and Commercial. See Note 19 “Segment Information” for additional information on our reportable segments. New Accounting Pronouncements Recently Adopted 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 November 4, 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense s, which is intended to enhance transparency of the nature and function of expenses, primarily through additional disclosures of certain cost and expenses. ASU 2024-03 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2027 and for interim reporting periods beginning in fiscal year 2028, 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 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. F-14 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 3. 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. F-15 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 2024 Acquisitions • Vlamis Software Solutions, Inc.: On January 1, 2024 , we completed the acquisition of the data analytics services team of Vlamis Software Solutions, Inc. (“Vlamis”). The results of operations of Vlamis are included within our consolidated financial statements as of the acquisition date and allocated among our Education and Commercial segments based on the engagements delivered by the business. • Grenzebach Glier and Associates, Inc.: On March 1, 2024 , we completed the acquisition of Grenzebach Glier and Associates, Inc. (“GG+A”), a philanthropic management consulting firm that helps education institutions and other nonprofit organizations build and accelerate the philanthropic programs, in order to expand our philanthropic consulting offerings. The results of operations of GG+A are included within our consolidated financial statements and results of operations of our Education segment as of the acquisition date. • AXIA Consulting, Inc.: 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. 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.: On September 1, 2023 , we completed the acquisition of Roundtable Analytics, Inc. (“Roundtable”), a healthcare analytics company. The results of operations of Roundtable are included within our consolidated financial statements and results of operations of our Healthcare segment from the date of the acquisition. The acquisition of Roundtable was not significant to our consolidated financial statements as of and for the year ended December 31, 2023. We finalized the measurements of assets acquired and liabilities assumed in the Roundtable acquisition in 2023. F-16 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 4. Goodwill and Intangible Assets The table below sets forth the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2025 and 2024. Healthcare Education Commercial Total Balance as of December 31, 2023: Goodwill $ 644,983 $ 123,652 $ 312,968 $ 1,081,603 Accumulated impairment losses ( 190,024 ) ( 1,417 ) ( 264,451 ) ( 455,892 ) Goodwill, net as of December 31, 2023 $ 454,959 $ 122,235 $ 48,517 $ 625,711 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: Goodwill $ 643,552 $ 145,981 $ 345,102 $ 1,134,635 Accumulated impairment losses ( 190,024 ) ( 1,417 ) ( 264,451 ) ( 455,892 ) Goodwill, net as of December 31, 2024 $ 453,528 $ 144,564 $ 80,651 $ 678,743 Goodwill recorded in connection with business combinations (1)(3) 58,072 6,219 43,652 107,943 Foreign currency translation — 231 ( 21 ) 210 Balance as of December 31, 2025: Goodwill $ 701,624 $ 152,431 $ 388,733 $ 1,242,788 Accumulated impairment losses ( 190,024 ) ( 1,417 ) ( 264,451 ) ( 455,892 ) Goodwill, net as of December 31, 2025: $ 511,600 $ 151,014 $ 124,282 $ 786,896 (1) See Note 3 “Acquisitions and Divestiture” for additional information on business combinations completed in 2025, 2024 and 2023. (2) In 2024, we completed the divestiture of our Studer Education practice within our Healthcare segment, and allocated a portion of goodwill within the Healthcare segment to the disposed practice based on the relative fair values of Studer Education and the remaining segment. The allocated goodwill of $ 2.3 million was written off and included in the gain on sale of Studer Education. The sale of Studer Education did not meet the criteria for reporting separately as discontinued operations. 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 Pursuant to our policy, we performed our annual goodwill impairment test as of November 30, 2025 for our three reporting units: Healthcare, Education, and Commercial. 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. Based on our F-17 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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. Based on our evaluation as of December 31, 2025, we determined that no indications of impairment have arisen since our annual goodwill impairment test. The results of an impairment analysis are as of a point in time. There is no assurance that the actual future earnings or cash flows of our reporting units will be consistent with our projections. We will monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods. Any significant decline in our operations could result in non-cash goodwill impairment charges. 2024 Annual Goodwill Impairment Test Pursuant to our policy, we performed our annual goodwill impairment test as of November 30, 2024 for our three reporting units: 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 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. 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. Intangible Assets Intangible assets as of December 31, 2025 and 2024 consisted of the following: As of December 31, 2025 2024 Useful Life in Years Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 4 to 10 $ 86,467 $ 17,384 $ 30,683 $ 9,790 Technology and software 2 to 5 17,970 14,591 16,230 12,771 Trade names 6 6,000 6,000 6,000 6,000 Customer contracts 2 to 4 1,489 1,397 1,483 418 Non-competition agreements 2 to 5 1,070 697 1,260 601 Total $ 112,996 $ 40,069 $ 55,656 $ 29,580 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. 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; which primarily consisted of customer relationships. Identifiable intangible assets with finite lives are amortized over their estimated useful lives using either an accelerated or straight-line basis to correspond to the cash flows expected to be derived from the assets. 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. F-18 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 2029 $ 9,297 2030 $ 7,055 Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors. 5. Leases 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 . Our operating leases include fixed payments plus, in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of real estate taxes, insurance and operating expenses. We exclude these variable payments from the measurements of our lease liabilities and expense them as incurred. We elected the practical expedient to combine lease and nonlease components. No lease agreements contain any residual value guarantees or material restrictive covenants. As of December 31, 2025, we have not entered into any material finance leases. We sublease certain office spaces to third parties resulting from restructuring activities in certain locations. Lease Impairment Charges Operating lease right-of-use (“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. First, we test the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease and nonlease payments related to the lease agreement offset by expected sublease income, to the carrying amount of the asset group. If the first step of the long-lived asset impairment test concludes that the carrying amount of the asset group is not recoverable, we perform the second step of the long-lived asset impairment test by comparing the fair value of the asset group to its carrying amount and recognizing a lease impairment charge for the amount by which the carrying amount exceeds the fair value. To estimate the fair value of the asset group, we rely on a discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate. 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. 2025 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. 2024 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. Additionally, in 2024, we recognized $ 0.8 million of lease-related impairment charges driven by updated sublease assumptions for our previously vacated office spaces in Lexington, Massachusetts; and Lake Oswego, Oregon. Of the $ 0.8 million, $ 0.7 million was allocated to the fixed assets related to the office spaces and $ 0.1 million was allocated to the operating lease ROU assets based on their relative carrying amounts. 2023 During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 5.4 million, of which $ 4.0 million was allocated to the operating lease ROU assets and $ 1.4 million was allocated to the related fixed assets based on their relative carrying amounts. Additionally, in 2023, we recognized $ 0.9 million of lease-related impairment charges driven by updated sublease assumptions for our previously vacated office spaces in Hillsboro, Oregon; New York, New York; and Lake Oswego, Oregon. 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. F-19 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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. As of December 31, Balance Sheet 2025 2024 Operating lease right-of-use assets $ 20,027 $ 19,176 Current maturities of operating lease liabilities $ 14,304 $ 12,315 Operating lease liabilities, net of current portion 24,371 29,686 Total lease liabilities $ 38,675 $ 42,001 Year Ended December 31, Lease Cost 2025 2024 2023 Operating lease cost 8,143 $ 7,939 $ 8,514 Short-term lease cost (1) 1,698 565 608 Variable lease costs 5,648 4,935 3,908 Sublease income ( 3,609 ) ( 2,446 ) ( 2,157 ) Net lease cost (2) 11,880 $ 10,993 $ 10,873 (1) Includes variable lease costs related to short-term leases. (2) Net lease cost includes $ 2.9 million, $ 2.2 million and $ 1.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, recorded as restructuring charges as they relate to vacated office spaces. See Note 11 “Restructuring Charges” for additional information on our vacated office spaces. The table below summarizes the remaining expected lease payments under our operating leases as of December 31, 2025. Future Lease Payments December 31, 2025 2026 $ 15,780 2027 10,987 2028 7,674 2029 5,295 2030 1,595 Thereafter 512 Total operating lease payments $ 41,843 Less: imputed interest ( 3,168 ) Present value of operating lease liabilities $ 38,675 Year Ended December 31, Other Information 2025 2024 2023 Cash paid for operating lease liabilities $ 14,886 $ 13,458 $ 13,107 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 8,619 $ 4,286 $ 4,678 Weighted average remaining lease term - operating leases 3.3 years 3.7 years 4.5 years Weighted average discount rate - operating leases 4.8 % 4.3 % 4.4 % F-20 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 6. 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. See Note 11 “Restructuring Charges” for additional information on our restructuring charges incurred in 2025, 2024 and 2023. Property and equipment, net at December 31, 2025 and 2024 consisted of the following: As of December 31, 2025 2024 Computers, related equipment, and software $ 29,165 $ 32,383 Leasehold improvements 32,328 32,254 Furniture and fixtures 8,615 8,665 Assets under construction 793 1,617 Property and equipment 70,901 74,919 Accumulated depreciation ( 47,429 ) ( 53,241 ) Property and equipment, net $ 23,472 $ 21,678 7. Financing Arrangements 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. A summary of the scheduled maturities of those borrowings follows: Scheduled Maturities of Long-Term Debt 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. F-21 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Amounts borrowed under the Amended Credit Agreement may be prepaid at any time without premium or penalty. We are required to prepay the amounts outstanding under the Amended Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Amended Credit Agreement). 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 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. The Amended Credit Agreement contains usual and customary representations and warranties; affirmative and negative covenants, which include limitations on liens, investments, additional indebtedness, and restricted payments; and two quarterly financial covenants as follows: (i) a maximum Consolidated Leverage Ratio (defined as the ratio of debt to consolidated EBITDA) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio will increase to 4.25 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in the Amended Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.00 to 1.00. Consolidated EBITDA for purposes of the financial covenants is calculated on a continuing operations basis and includes adjustments to add back non-cash goodwill impairment charges, share-based compensation costs, certain non-cash restructuring charges, pro forma historical EBITDA for businesses acquired, and other specified items in accordance with the Amended Credit Agreement. For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At December 31, 2025, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 1.93 to 1.00 and a Consolidated Interest Coverage Ratio of 8.12 to 1.00. A summary of the carrying amounts of our debt follows: December 31, 2025 December 31, 2024 Revolver $ 121,000 $ 93,000 Term Loan 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) 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, 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. At December 31, 2025, we had outstanding letters of credit totaling $ 0.4 million, which are used as security deposits for our office facilities. As of December 31, 2025, the unused borrowing capacity under the Revolver was $ 578.6 million. 8. Capital Structure Preferred Stock 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 F-22 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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. Common Stock We are authorized to issue up to 500,000,000 shares of common stock, par value $ .01 per share. The holders of common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. Subject to the rights and preferences of the holders of any series of preferred stock that may at the time be outstanding, holders of common stock are entitled to such dividends as our board of directors may declare. In the event of any liquidation, dissolution or winding-up of our affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any series of preferred stock that may at the time be outstanding, holders of common stock will be entitled to receive the distribution of any of our remaining assets. 9 . Revenues For the years ended December 31, 2025, 2024 and 2023 we recognized total revenues of $1.70 billion, $1.52 billion, and $1.40 billion, respectively. Of the $1.70 billion total revenues recognized in 2025, we recognized revenues of $ 33.1 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 31.0 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 2.1 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $1.52 billion total revenues recognized in 2024, we recognized revenues of $ 26.3 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 22.8 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 3.5 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $1.40 billion total revenues recognized in 2023, we recognized revenues of $ 10.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 9.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 1.3 million was primarily due to the release of allowances on receivables from clients and unbilled services. As of December 31, 2025, we had $ 293.5 million of remaining performance obligations under engagements with original expected durations greater than one year. These remaining performance obligations exclude variable consideration which has been excluded from the total transaction price due to the constraint and performance obligations under time-and-expense engagements which are recognized in the amount invoiced. Of the $ 293.5 million of performance obligations, we expect to recognize approximately $ 110.7 million as revenue in 2026, $ 73.4 million in 2027, and the remaining $ 109.4 million thereafter. Actual revenue recognition could differ from these amounts as a result of changes in the estimated timing of work to be performed, adjustments to estimated variable consideration in performance-based arrangements, or other factors. Contract Assets and Liabilities The payment terms and conditions in our customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenues in the consolidated balance sheets. Unbilled services include revenues recognized for services performed but not yet billed to clients. Services performed that we are not yet entitled to bill because certain events, such as the completion of the measurement period or client approval in performance-based engagements, must occur are recorded as contract assets and included within unbilled services, net. The contract asset balance, net as of December 31, 2025 and 2024 was $ 91.7 million and $ 60.1 million, respectively. 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. Our deferred revenues balance as of December 31, 2025 and 2024 was $ 31.7 million and $ 26.9 million respectively. The $ 4.8 million increase primarily reflects timing differences between client payments in accordance with their contract terms and the completion of our performance obligations. For the year ended December 31, 2025, $ 26.3 million of revenues recognized were included in the deferred revenue balance as of December 31, 2024. 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. F-23 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 10. Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Diluted earnings per share reflects the potential reduction in earnings per share that could occur if securities or other contracts to issue common stock were exercised or converted into common stock under the treasury stock method. Such securities or other contracts include unvested restricted stock awards, unvested restricted stock units, and outstanding common stock options, to the extent dilutive. 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. Earnings per share under the basic and diluted computations are as follows: Year Ended December 31, 2025 2024 2023 Net income $ 105,040 $ 116,626 $ 62,479 Weighted average common shares outstanding—basic 17,445 17,894 18,832 Weighted average common stock equivalents 546 719 769 Weighted average common shares outstanding—diluted 17,991 18,613 19,601 Net income per basic share $ 6.02 $ 6.52 $ 3.32 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 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. 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 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. 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. 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. As of December 31, 2025, $ 99.0 million remained available for share repurchases under our share repurchase program. 11. Restructuring Charges 2025 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. F-24 Table of Contents 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. 2024 In 2024, we incurred $9.9 million of restructuring charges, of which $ 1.3 million related to the divestiture of our Studer Education practice. On December 31, 2024, we completed the divestiture of our Studer Education practice and recognized a $ 3.6 million pretax gain which is included within other income (expense), net on our consolidated statement of operations. The total restructuring charge of $9.9 million recognized in 2024 consisted of the following: Employee costs - We incurred $ 3.3 million of severance-related restructuring expense, of which $ 2.3 million related to strategic workforce adjustments to better align our resources with market demand and $ 1.0 million related to transaction-related employee payments made in connection with the divestiture of our Studer Education practice. Office space reductions - We incurred $ 6.2 million of restructuring expense related to office space reductions. 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 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. Other - We incurred $ 0.3 million of other restructuring charges related to third-party legal and professional advisory fees incurred in connection with the divestiture of our Studer Education practice. Of the total $9.9 million restructuring charge, $ 7.6 million was recognized in our corporate operations, $ 1.3 million was recognized in our Healthcare segment, $ 0.6 million was recognized in our Commercial segment, and $ 0.4 million was recognized in our Education segment. 2023 In 2023, we incurred $11.6 million of total restructuring charges, which consisted of the following: Employee costs - We incurred $ 3.0 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 $ 8.1 million of restructuring expense related to office space reductions. During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 1.9 million and $ 3.5 million, respectively, on the related operating lease ROU assets and fixed assets. Additionally, in 2023, we recognized $ 1.8 million for rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.9 million related to non-cash lease impairment charges driven by updated sublease assumptions for previously vacated office spaces. Other - We incurred $ 0.5 million of other restructuring charges, which primarily related to the abandonment of a capitalized software development project. 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. F-25 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the years ended December 31, 2025 and 2024. Employee Costs Other Total Balance as of December 31, 2023 $ 1,366 $ 535 $ 1,901 Additions (1) 2,864 355 3,219 Payments ( 3,601 ) ( 335 ) ( 3,936 ) Adjustments (1) — 13 13 Balance as of December 31, 2024 629 568 1,197 Additions (1) 3,799 124 3,923 Payments ( 2,486 ) ( 81 ) ( 2,567 ) Adjustments (1) ( 28 ) 25 ( 3 ) Balance as of December 31, 2025 $ 1,914 $ 636 $ 2,550 (1) Additions and adjustments exclude non-cash items related to vacated office spaces, such as lease impairment charges and accelerated depreciation on abandoned operating lease ROU assets and fixed assets, which are recorded as restructuring charges on our consolidated statements of operations. All of the $ 1.9 million restructuring charge liability related to employee costs at December 31, 2025 is expected to be paid in the next 12 months and is included as a component of accrued payroll and related benefits in our consolidated balance sheet. All of the $ 0.6 million other restructuring charge liability at December 31, 2025, which primarily relates to the early termination of a contract in a prior period, is expected to be paid in the next 12 months and is included as a component of accrued expenses and other current liabilities in our consolidated balance sheet. 12. 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 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. 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: We are party to forward interest rate swap agreements with aggregate notional amounts of $ 250.0 million as of both December 31, 2025 and 2024. 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 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 . As of December 31, 2025 and 2024, the aggregate notional amounts of these contracts were INR 1.47 billion, or $ 16.3 million, and INR 1.40 billion, or $ 16.3 million, respectively, based on the exchange rates in effect as of each period end. 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. F-26 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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 Assets Cash Flow Hedges Interest rate swaps Prepaid expenses and other current assets $ 318 $ 1,600 Interest rate swaps Other non-current assets 121 1,381 Total Assets $ 439 $ 2,981 Liabilities Cash Flow Hedges Interest rate swaps Accrued expenses and other current liabilities $ 1,023 $ — Interest rate swaps Deferred compensation and other liabilities 2,809 — Foreign exchange forward contracts Accrued expenses and other current liabilities 349 381 Total Liabilities $ 4,181 $ 381 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. 13. Fair Value of Financial Instruments Certain of our assets and liabilities are measured at fair value. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy for inputs used in measuring fair value and requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three levels based on the objectivity of the inputs as follows: Level 1 Inputs Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs Unobservable inputs for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. F-27 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The tables below sets forth our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. Level 1 Level 2 Level 3 Total December 31, 2025 Assets: Interest rate swaps $ — $ 439 $ — $ 439 Convertible debt investment — — 34,079 34,079 Deferred compensation assets — 50,927 — 50,927 Total assets $ — $ 51,366 $ 34,079 $ 85,445 Liabilities: Interest rate swap $ — $ 3,832 $ — $ 3,832 Foreign exchange forward contracts — 349 — 349 Contingent consideration for business acquisitions — — 23,274 23,274 Total liabilities $ — $ 4,181 $ 23,274 $ 27,455 December 31, 2024 Assets: Interest rate swaps $ — $ 2,981 $ — $ 2,981 Convertible debt investment — — 62,344 62,344 Deferred compensation assets — 42,083 — 42,083 Total assets $ — $ 45,064 $ 62,344 $ 107,408 Liabilities: Foreign exchange forward contracts $ — $ 381 $ — $ 381 Contingent consideration for business acquisitions — — 221 221 Total liabilities $ — $ 381 $ 221 $ 602 Interest rate swaps: The fair values of our interest rate swaps were derived using estimates to settle the interest rate swap agreements, which are based on the net present value of expected future cash flows on each leg of the swaps utilizing market-based inputs and a discount rate reflecting the risks involved. See Note 12 “Derivative Instruments and Hedging Activity” for additional information on our interest rate swaps. Foreign exchange forward contracts: 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. See Note 12 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts. Deferred compensation assets: We have a non-qualified deferred compensation plan (the “Plan”) for the members of our board of directors and a select group of our employees. The deferred compensation liability is funded by the Plan assets, which consist of life insurance policies maintained within a trust. The cash surrender value of the life insurance policies approximates fair value and is based on third-party broker statements which provide the fair value of the life insurance policies' underlying investments, which are Level 2 inputs. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The Plan assets are included in other non-current assets in our consolidated balance sheets. Realized and unrealized gains (losses) from the deferred compensation assets are recorded to other income (expense), net in our consolidated statements of operations. See Note 15 “Employee Benefit and Deferred Compensation Plans” for additional information on the Plan. Convertible debt investment: Since 2014, we have invested $ 40.9 million, in the form of 1.69 % convertible debt in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight, a U.S.-based company that partners with leading nonprofit universities to increase access to and retention of international students, boost institutional growth, and enhance an institution’s global footprint. The convertible notes will mature on January 17, 2027 , unless converted earlier. To determine the appropriate accounting treatment for our investment, we performed a variable interest entity (“VIE”) analysis and concluded that Shorelight does not meet the definition of a VIE. We also reviewed the characteristics of our investment to confirm that the convertible F-28 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) notes are 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 to be that of an available-for-sale debt security. We continue to monitor the key factors of our VIE analysis and the terms of the convertible notes to ensure our accounting treatment is appropriate. 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 (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. We estimate the fair value of our investment using a scenario-based approach in the form of a hybrid analysis that consists of a Monte Carlo simulation model and an expected return analysis. The conclusion of value for our investment is based on the probability-weighted assessment of both scenarios. 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, 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. Actual results may differ from our estimates. The table below sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2025 and 2024. Convertible Debt Investment Balance as of December 31, 2023 $ 68,046 Unrealized losses included in other comprehensive income (loss) ( 5,702 ) Balance as of December 31, 2024 62,344 Unrealized losses included in other comprehensive income (loss) ( 17,883 ) Unrealized losses, net included in earnings ( 10,382 ) Balance as of December 31, 2025 $ 34,079 (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 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 F-29 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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. 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. 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. Contingent Consideration for Business Acquisitions Balance as of December 31, 2023 $ 2,074 Acquisition 36 Payment ( 1,356 ) Change in fair value ( 533 ) Balance as of December 31, 2024 221 Acquisitions (1) 20,251 Payment ( 150 ) Change in fair value 2,952 Balance as of December 31, 2025 (2) $ 23,274 (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: Equity Investment In the fourth quarter of 2019, we invested $ 5.0 million in a hospital-at-home company. The investment was made in the form of preferred stock. To determine the appropriate accounting treatment for our preferred stock 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 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 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. 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. F-30 Table of Contents 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 The carrying value of our borrowings outstanding under our senior secured credit facility is stated at cost. Our carrying value approximates fair value, using Level 2 inputs, as the senior secured credit facility bears interest at variable rates based on current market rates as set forth in the Amended Credit Agreement. Refer to Note 7 “Financing Arrangements” for additional information on our senior secured credit facility. Cash and Cash Equivalents and Other Financial Instruments Cash and cash equivalents are stated at cost, which approximates fair market value. 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. F-31 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 14. 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. Cash Flow Hedges (1) Foreign Currency Translation Available-for- Sale Investments Interest Rate Swaps Foreign Exchange Forward Contracts Total Balance as of December 31, 2022 $ ( 3,033 ) $ 12,228 $ 9,012 $ (88) $ 18,119 Foreign currency translation adjustment, net of tax of $ 0 512 — — — 512 Unrealized gain (loss) on investments: Change in fair value, net of tax of $( 2,672 ) — 7,811 — — 7,811 Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $ 671 — — 2,068 — 2,068 Reclassification adjustment into earnings, net of tax of $ 2,020 — — ( 5,719 ) — ( 5,719 ) Foreign exchange forward contracts: Change in fair value, net of tax of $( 13 ) — — — 34 34 Reclassification adjustment into earnings, net of tax of $( 1 ) — — — 2 2 Balance as of December 31, 2023 ( 2,521 ) 20,039 5,361 ( 52 ) 22,827 Foreign currency translation adjustment, net of tax of $ 0 ( 3,391 ) — — — ( 3,391 ) Unrealized gain (loss) on investments: Change in fair value, net of tax of $ 1,525 — ( 4,177 ) — — ( 4,177 ) Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $ 1,206 — — 3,468 — 3,468 Reclassification adjustment into earnings, net of tax of $ 2,323 — — ( 6,609 ) — ( 6,609 ) Foreign exchange forward contracts: Change in fair value, net of tax of $ 103 — — — ( 299 ) ( 299 ) Reclassification adjustment into earnings, net of tax of $( 24 ) — — — 67 67 Balance as of December 31, 2024 ( 5,912 ) 15,862 2,220 ( 284 ) 11,886 Foreign currency translation adjustment, net of tax of $ 0 1,690 — — — 1,690 Unrealized gain (loss) on investments: Change in fair value, net of tax of $ 2,842 — ( 15,041 ) — — ( 15,041 ) Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $ 1,144 — — ( 3,284 ) — ( 3,284 ) Reclassification adjustment into earnings, net of tax of $ 506 — — ( 1,440 ) — ( 1,440 ) Foreign exchange forward contracts: Change in fair value, net of tax of $ 128 — — — ( 363 ) ( 363 ) 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, F-32 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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. Employee Benefit and Deferred Compensation Plans We sponsor a qualified defined contribution 401(k) plan covering substantially all of our employees. Under the plan, employees are entitled to make pretax, post-tax, and/or Roth post-tax contributions up to the annual maximums established by the Internal Revenue Service. We match an amount equal to the employees’ contributions up to 6 % of the employees’ eligible earnings. Our matching contributions for the years ended December 31, 2025, 2024, and 2023 were $ 44.8 million, $ 41.0 million, and $ 37.0 million, respectively. We have a non-qualified deferred compensation plan (the “Plan”) that is administered by our board of directors or a committee designated by the board of directors. Under the Plan, members of the board of directors and a select group of our employees may elect to defer the receipt of their director retainers and meeting fees or base salary and bonus, as applicable. Additionally, we may credit amounts to a participant’s deferred compensation account in accordance with employment or other agreements entered into between us and the participant. At our sole discretion, we may, but are not required to, credit any additional amount we desire to any participant’s deferred compensation account. Amounts credited are subject to vesting schedules set forth in the Plan, employment agreement, or any other agreement entered into between us and the participant. The deferred compensation liability at December 31, 2025 and 2024 was $ 48.5 million and $ 42.3 million, respectively. This deferred compensation liability is fully funded by the Plan assets. 16. Equity Incentive Plans We grant share-based awards under the Company's 2012 Omnibus Incentive Plan (the “2012 Plan”) which permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock. Subsequent to the initial approval of the 2012 Plan and through December 31, 2025, our shareholders approved amendments to the 2012 Plan to increase the number of shares authorized for issuance to 6.3 million, in the aggregate. As of December 31, 2025, 1.6 million shares remain available for issuance under the 2012 Plan. 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 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 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. Total share-based compensation cost recognized for the years ended December 31, 2025, 2024, and 2023 was $ 46.5 million, $ 45.1 million, and $ 45.7 million, respectively, with related income tax benefits of $ 9.1 million, $ 9.4 million, and $ 9.3 million, respectively. The $ 45.1 million of shared-based compensation cost recognized in 2024 included $ 0.5 million recorded to restructuring charges as it related to the modification of certain nonvested share-based compensation awards to accelerate vesting upon the completed sale of the Studer Education practice. As of December 31, 2025, there was $ 71.6 million of total unrecognized compensation cost related to nonvested share-based awards. This cost is expected to be recognized over a weighted average period of 2.9 years. F-33 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Restricted Stock The grant date fair values of our restricted stock are measured based on the fair value of our common stock at grant date and amortized into expense over the service period. Subject to acceleration under certain conditions, the majority of our restricted stock vests annually over four years . The table below summarizes the restricted stock activity for the year ended December 31, 2025. Number of Shares Weighted Average Grant Date Fair Value (in dollars) 2012 Omnibus Incentive Plan Employee Stock Purchase Plan Total Nonvested restricted stock at December 31, 2024 817 19 836 $ 78.68 Granted 293 18 311 $ 149.43 Vested ( 330 ) ( 19 ) ( 349 ) $ 72.14 Forfeited ( 63 ) ( 2 ) ( 65 ) $ 109.15 Nonvested restricted stock at December 31, 2025 717 16 733 $ 109.10 The aggregate fair value of restricted stock that vested during the years ended December 31, 2025, 2024, and 2023 was $ 52.0 million, $ 40.3 million, and $ 27.6 million, respectively. The weighted average grant date fair value per share of restricted stock granted during 2024 and 2023 was $ 98.94 and $ 80.84 , respectively. Performance-based Share Awards The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and/or company-wide performance goals. Following the performance period, certain awards are subject to the completion of a service period, which is generally an additional two years . These earned awards vest on a graded vesting schedule over the service period. For certain performance awards, the recipients may earn additional shares of stock for performance achieved above the stated target. The grant date fair values of our performance-based share awards are measured based on the fair value of our common stock at grant date. Compensation cost is amortized into expense over the service period, including the performance period. The table below summarizes the performance-based stock activity for the year ended December 31, 2025. All nonvested performance-based stock outstanding at December 31, 2025 and 2024 was granted under the 2012 Omnibus Incentive Plan. Number of Shares Weighted Average Grant Date Fair Value (in dollars) Nonvested performance-based stock at December 31, 2024 421 $ 78.27 Granted (1) 223 $ 152.46 Vested ( 275 ) $ 55.05 Forfeited (2) ( 89 ) $ 103.49 Nonvested performance-based stock at December 31, 2025 (3) 280 $ 115.92 (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. (2) Forfeited shares include shares forfeited as a result of not meeting the performance criteria of the award as well as shares forfeited upon termination. (3) Of the 280,000 nonvested performance-based shares outstanding as of December 31, 2025, 225,609 shares were unearned and subject to achievement of specific financial goals. Once earned, the awards will be subject to time-based vesting according to the terms of the award. Based on 2025 financial results, approximately 48,460 of the 225,609 unearned shares will be forfeited in the first quarter of 2026. F-34 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The aggregate fair value of performance-based stock that vested during the years ended December 31, 2025, 2024, and 2023 was $ 42.0 million , $ 25.9 million, and $ 5.9 million, respectively. The weighted average grant date fair value per share of performance-based stock granted during 2024 and 2023 was $ 99.40 and $ 80.89 , respectively. Performance-based Stock Options Beginning in 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals. Following the performance period, these awards are subject to the completion of a service period of an additional two years . These earned awards vest on a graded vesting schedule over the service period. The performance-based stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. Compensation cost is amortized into expense over the service period, including the performance period. Our performance-based stock options have a contractual term of 7 years. The fair values of the performance-based stock options granted during 2025, 2024, and 2023 were calculated using the Black-Scholes option pricing model using the following assumptions: 2025 2024 2023 Black-Scholes performance-based option pricing model: Expected dividend yield — % — % — % Expected volatility 35.0 % 40.0 % 40.0 % Risk-free rate 4.0 % 4.2 % 4.4 % Expected option life (in years) 4.5 years 4.5 years 4.5 years Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term. Performance-based stock option activity for the year ended December 31, 2025 was as follows: Number of Performance-based Options (in thousands) Weighted Average Exercise Price (in dollars) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2024 164 $ 72.44 5.0 $ 8.5 Granted (2) 24 $ 152.41 Exercised ( 60 ) $ 62.97 $ 4.9 Forfeited or expired ( 33 ) $ 101.65 Outstanding at December 31, 2025 (1)(3) 95 $ 88.26 4.4 $ 8.0 Exercisable at December 31, 2025 47 $ 60.94 3.6 $ 5.2 (1) All of the outstanding performance-based stock options were granted under the 2012 Omnibus Incentive Plan. (2) Performance-based stock options granted in 2025 are presented at the stated target, which represents the base number of options that could be earned. Actual options earned may be below or, for certain grants, above the target based on the achievement of specific financial goals. (3) Of the 95,000 outstanding performance-based stock options as of December 31, 2025, 21,710 were unearned and subject to achievement of specific financial goals. Once earned, the options will be subject to time-based vesting according to the terms of the award. Based on 2025 financial results, approximately 19,175 of the 21,710 unearned options will be forfeited in the first quarter of 2026. 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 2024 and 2023 was $ 1.6 million and $ 0.8 million, respectively. F-35 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Time-vested Stock Options In prior years, we have granted stock options to certain employees that are solely earned based on the completion of the stated service period. These time-vested stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. No time-vested stock option awards were granted in 2025, 2024, or 2023. Subject to acceleration under certain conditions, these time-vested stock options vest annually over four years . Our time-vested stock options have a contractual term between 7 and 10 years. Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term. Time-vested stock option activity for the year ended December 31, 2025 was as follows: Number of Time-vested Options (in thousands) Weighted Average Exercise Price (in dollars) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2024 25 $ 52.49 3.8 $ 1.8 Exercised ( 25 ) $ 52.49 $ 2.6 Outstanding at December 31, 2025 (1) — $ — — $ — Exercisable at December 31, 2025 — $ — — $ — (1) All of the outstanding time-vested stock options were granted under the 2012 Omnibus Incentive Plan. No time-vested stock options were granted in 2025, 2024, and 2023. 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. 17. Income Taxes The income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 consisted of the following: Year Ended December 31, 2025 2024 2023 Current taxes: Federal $ 7,099 $ 18,345 $ 15,229 State 5,899 7,645 5,816 Foreign 6,162 8,787 6,553 Total current expense 19,160 34,777 27,598 Deferred taxes: Federal 10,930 2,385 ( 4,516 ) State 838 468 ( 936 ) Foreign ( 888 ) ( 240 ) ( 730 ) Total deferred expense (benefit) 10,880 2,613 ( 6,182 ) Income tax expense $ 30,040 $ 37,390 $ 21,416 The components of income before taxes were as follows: Year Ended December 31, 2025 2024 2023 U.S. $ 115,508 $ 122,080 $ 63,935 Foreign 19,572 31,936 19,960 Total $ 135,080 $ 154,016 $ 83,895 F-36 Table of Contents 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 Amount Percent Amount Percent Amount Percent At U.S. statutory tax rate 28,367 21.0 % 32,343 21.0 % 17,618 21.0 % 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: Canada 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 % 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 ) % Realized investment losses/gains ( 1,192 ) ( 0.9 ) % ( 962 ) ( 0.6 ) % ( 1,015 ) ( 1.2 ) % Other 218 0.2 % 296 0.2 % 88 0.1 % Tax credits: 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 % Total $ 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 Foreign 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 F-37 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The net deferred tax asset (liability) balance at December 31, 2025 and 2024 consisted of the following: As of December 31, 2025 2024 Deferred tax assets: Share-based compensation $ 13,929 $ 13,216 Deferred compensation liability 12,551 10,944 Operating lease liabilities 11,535 11,687 Accrued payroll and payroll related liabilities 11,040 10,086 Net operating loss carryforwards 3,844 3,553 Tax credits 2,617 2,164 Convertible debt investment 1,776 — Other 4,779 3,954 Total deferred tax assets 62,071 55,604 Valuation allowance ( 9,782 ) ( 6,561 ) Net deferred tax assets 52,289 49,043 Deferred tax liabilities: Intangibles and goodwill ( 59,662 ) ( 51,526 ) Software development costs ( 9,061 ) — Operating lease right-of-use assets ( 6,627 ) ( 5,756 ) Prepaid expenses ( 5,087 ) ( 4,811 ) Property and equipment ( 1,147 ) ( 1,448 ) Convertible debt investment — ( 5,542 ) Other ( 4,411 ) ( 5,860 ) Total deferred tax liabilities ( 85,995 ) ( 74,943 ) Net deferred tax liabilities $ ( 33,706 ) $ ( 25,900 ) 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 for the years ended December 31, 2025, 2024 and 2023 is as follows: Unrecognized Tax Benefits Balance at January 1, 2023 $ 593 Decrease due to lapse of statute of limitations ( 593 ) Balance at December 31, 2023 — Balance at December 31, 2024 — Balance at December 31, 2025 $ — As of both December 31, 2025 and 2024, there was no unrecognized tax benefit which would affect the effective tax rate if recognized. F-38 Table of Contents 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. 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. Tax years 2022 through 2024 are subject to future examinations by federal tax authorities. Tax years 2019 through 2024 are subject to future examinations by state and local tax authorities. 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 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. 18. Commitments, Contingencies and Guarantees Lease Commitments We lease office space, data centers and certain equipment under non-cancelable operating lease arrangements expiring on various dates through 2033, with various renewal options. Office facilities under operating leases include fixed payments plus, in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of real estate taxes, insurance and operating expenses. 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. Litigation 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. As of the date of this Annual Report on Form 10-K, we are not a party to any litigation or legal proceeding or subject to any claim that, in the current opinion of management, could reasonably be expected to have a material adverse effect on our financial position or results of operations. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. Guarantees 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. 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. 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. Although there is no limit on the amount of indemnification, we may have recourse against our insurance carrier for certain payments made. 19. Segment Information We provide our services and products and manage our business under three reportable segments: Healthcare, Education, and Commercial, which align our business by industry. • Healthcare Our Healthcare segment serves acute care providers, including national and regional health systems; academic health systems; community health systems; the federal health system; and public, children’s and critical access hospitals, and non-acute care providers, including physician practices and medical groups; payors; and long-term care or post-acute providers. 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; revenue cycle managed services and outsourcing; financial and capital advisory consulting; and strategy and innovation consulting. 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 F-39 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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. • Education 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 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. • Commercial 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 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. Our CODM uses segment operating income in the annual budgeting and quarterly forecasting process as well as on a monthly basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment. Our CODM does not evaluate segments using asset information. 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, 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. The tables below set forth information about our operating segments for the years ended December 31, 2025, 2024, and 2023, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. We do not present financial information by geographic area because the financial results of our international operations are not significant to our consolidated financial statements. Year Ended December 31, 2025 2024 2023 Healthcare: Revenues before reimbursable expenses $ 837,537 $ 756,263 $ 673,989 Reimbursable expenses 20,885 21,174 22,324 Total revenues 858,422 777,437 696,313 F-40 Table of Contents 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: Direct costs 533,341 489,123 452,080 Reimbursable expenses 20,885 21,174 22,332 Selling, general and administrative expenses 41,594 49,728 41,351 Depreciation and amortization 6,465 7,162 6,373 Other segment items (1) 555 1,322 1,277 Total segment operating expenses 602,840 568,509 523,413 Segment operating income $ 255,582 $ 208,928 $ 172,900 Education: Revenues before reimbursable expenses $ 500,174 $ 474,221 $ 429,663 Reimbursable expenses 9,335 9,320 9,229 Total revenues 509,509 483,541 438,892 Operating expenses: Direct costs 347,642 337,607 308,800 Reimbursable expenses 9,335 9,320 9,311 Selling, general and administrative expenses 33,867 25,472 21,128 Depreciation and amortization 4,723 1,912 437 Other segment items (1) 756 709 118 Total segment operating expenses 396,323 375,020 339,794 Segment operating income $ 113,186 $ 108,521 $ 99,098 Commercial: Revenues before reimbursable expenses $ 325,125 $ 255,601 $ 258,408 Reimbursable expenses 6,087 5,226 5,142 Total revenues 331,212 260,827 263,550 Operating expenses: Direct costs 240,897 183,250 181,812 Reimbursable expenses 6,081 5,223 5,123 Selling, general and administrative expenses 25,538 20,371 20,251 Depreciation and amortization 944 223 210 Other segment items (1) 1,895 562 1,952 Total segment operating expenses 275,355 209,629 209,348 Segment operating income $ 55,857 $ 51,198 $ 54,202 Total Huron: Revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 1,362,060 Reimbursable expenses 36,307 35,720 36,695 Total revenues $ 1,699,143 $ 1,521,805 $ 1,398,755 Segment operating income $ 424,625 $ 368,647 $ 326,200 Items not allocated at the segment level: Unallocated corporate expenses 217,564 191,180 175,206 Other losses (gains), net 2,968 ( 14,466 ) ( 444 ) Restructuring charges 6,035 7,590 8,204 Depreciation and amortization 19,488 15,524 17,886 Operating income 178,570 168,819 125,348 Other income (expense), net ( 43,490 ) ( 14,803 ) ( 41,453 ) Income before taxes $ 135,080 $ 154,016 $ 83,895 (1) Other segment items in each segment primarily consists of restructuring charges for all periods presented. F-41 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) T he following tables illustrate the disaggregation of segment total revenues and segment revenues before reimbursable expenses by our two principal capabilities: i) Consulting and Managed Services and ii) Digital, and includes a reconciliation to consolidated total revenues and consolidated revenues before reimbursable expenses. We manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate reflection of our services because it eliminates the effect of reimbursable expenses that we bill to our clients at cost. Year Ended December 31, Total Revenues by Capability 2025 2024 2023 Healthcare: Consulting and Managed Services $ 638,414 $ 549,686 $ 493,263 Digital 220,008 227,751 203,050 Total revenues $ 858,422 $ 777,437 $ 696,313 Education: Consulting and Managed Services $ 261,564 $ 245,358 $ 219,098 Digital 247,945 238,183 219,794 Total revenues $ 509,509 $ 483,541 $ 438,892 Commercial: Consulting and Managed Services $ 98,328 $ 90,441 $ 92,182 Digital 232,884 170,386 171,368 Total revenues $ 331,212 $ 260,827 $ 263,550 Total Huron: Consulting and Managed Services $ 998,306 $ 885,485 $ 804,543 Digital 700,837 636,320 594,212 Total revenues $ 1,699,143 $ 1,521,805 $ 1,398,755 Year Ended December 31, Revenues before Reimbursable Expenses by Capability 2025 2024 2023 Healthcare: Consulting and Managed Services $ 622,637 $ 533,846 $ 476,726 Digital 214,900 222,417 197,263 Total revenues before reimbursable expenses $ 837,537 $ 756,263 $ 673,989 Education: Consulting and Managed Services $ 256,913 $ 240,985 $ 214,971 Digital 243,261 233,236 214,692 Total revenues before reimbursable expenses $ 500,174 $ 474,221 $ 429,663 Commercial: Consulting and Managed Services $ 97,333 $ 89,028 $ 90,323 Digital 227,792 166,573 168,085 Total revenues before reimbursable expenses $ 325,125 $ 255,601 $ 258,408 Total Huron: Consulting and Managed Services $ 976,883 $ 863,859 $ 782,020 Digital 685,953 622,226 580,040 Total revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 1,362,060 For the years ended December 31, 2025, 2024, and 2023, substantially all of our revenues were recognized over time. During the years ended December 31, 2025, 2024, and 2023, no single client generated greater than 10 % of our consolidated total revenues. At December 31, 2025 and 2024, no single client accounted for greater than 10 % of our combined balance of receivables from clients, net and unbilled services, net. 20. Valuation and Qualifying Accounts 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 services in the table below includes allowances related to clients' inability to make required payments on accounts receivable and unbilled F-42 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 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. Beginning Balance Additions (1) Deductions Ending Balance Year ended December 31, 2023: Allowances for doubtful accounts and unbilled services $ 22,135 30,570 23,461 $ 29,244 Valuation allowance for deferred tax assets $ 5,667 239 227 $ 5,679 Year ended December 31, 2024: Allowances for doubtful accounts and unbilled services $ 29,244 24,520 35,346 $ 18,418 Valuation allowance for deferred tax assets $ 5,679 1,035 153 $ 6,561 Year ended December 31, 2025: Allowances for doubtful accounts and unbilled services $ 18,418 25,998 21,245 $ 23,171 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. F-43