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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes which are included elsewhere in this Quarterly Report on Form 10-Q and with the Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially as a result of the factors discussed in "Item 1A. Risk Factors" in our Annual Report. See "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.
BUSINESS
Overview
Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations. This includes the implementation and administration of employee benefits (e.g. health, wealth and leaves) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, our intuitive, cloud-based employee engagement platform. Through Alight Worklife, the Company believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals.
We aim to be the pre-eminent employee experience partner by providing personalized experiences that help employees make the best decisions for themselves and their families about their health, wealth and wellbeing. At the same time, we help employers tackle their biggest people and business challenges by helping them understand prevalence, trends and risks to generate better outcomes for the future, such as improved employee productivity and retention, while also realizing a return on their people investment. Our data, analytics and AI allow us to deliver actionable insights that drive measurable outcomes, such as healthcare claims savings, for companies and their people.
Business Combination
On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we” “us” “our” or the “Successor”). As of June 30, 2026, Alight owned approximately 99% of the economic interest in the Predecessor, had 100% of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1% as of June 30, 2026.
Divestiture
On July 12, 2024, the Company, completed the previously announced sale (the “Transaction”) of the “Divested Business” entities affiliated with H.I.G. Capital, L.L.C. (collectively, “Buyer”), pursuant to the terms of the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of March 20, 2024. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million, and an initial fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and an initial fair value of $43 million as of July 12, 2024 to be issued by the Note Issuer. The Seller Note has a stated interest rate of 8.0% which is expected to mature in July 2030.
Reverse Stock Split
At Alight's 2026 Annual Meeting of Stockholders held on June 10, 2026, stockholders approved a reverse stock split of Alight's outstanding common stock and a corresponding decrease in the number of authorized shares of each class and series of common stock (the "Reverse Stock Split"). On June 10, 2026, the Company's Board of Directors determined to effectuate the Reverse Stock Split at a ratio of 1-for-20. The Reverse Stock Split became effective as of Tuesday, June 30, 2026, at 5:00 p.m. Eastern Time (the "Effective Time"). Alight’s Class A Common Stock began trading on a split-adjusted basis on the NYSE under the existing symbol (ALIT) when the market opened on Wednesday, July 1, 2026. Proportionate adjustments were also made to Alight’s outstanding equity-based awards and equity plans as well as to the outstanding limited liability company units of Alight Holdings in accordance with the terms of the applicable agreements. All issued and outstanding common stock, share price, authorized share, weighted average shares outstanding, earnings
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(loss) per share, share-based compensation awards, outstanding Alight Holdings units and per share amounts contained in this Quarterly Report on Form 10-Q have been adjusted retroactively to reflect the Reverse Stock Split for all periods presented.
EXECUTIVE SUMMARY OF FINANCIAL RESULTS
The following table sets forth our historical results of operations for the periods indicated below:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Revenue $ 511 $ 528 $ 1,045 $ 1,076
Cost of services, exclusive of depreciation and amortization 337 325 684 676
Depreciation and amortization 32 27 63 53
Gross Profit 142 176 298 347
Operating Expenses
Selling, general and administrative 109 130 214 234
Depreciation and intangible amortization 73 73 146 148
Goodwill impairment — 983 — 983
Total Operating expenses 182 1,186 360 1,365
Operating Income (Loss) From Continuing Operations (40) (1,010) (62) (1,018)
Other (Income) Expense
(Gain) Loss from change in fair value of financial instruments — 28 — 20
(Gain) Loss from change in fair value of tax receivable agreement (46) 23 (65) 32
Interest expense 24 22 48 44
Other (income) expense, net 1 (7) — (18)
Total Other (income) expense, net (21) 66 (17) 78
Income (Loss) From Continuing Operations Before Taxes (19) (1,076) (45) (1,096)
Income tax expense (benefit) (9) (3) (16) (6)
Net Income (Loss) From Continuing Operations (10) (1,073) (29) (1,090)
Net Income (Loss) From Discontinued Operations, Net of Tax — (1) — (9)
Net Income (Loss) (10) (1,074) (29) (1,099)
Net income (loss) attributable to noncontrolling interests — (1) — (1)
Net Income (Loss) Attributable to Alight, Inc. $ (10) $ (1,073) $ (29) $ (1,098)
REVIEW OF RESULTS
Key Components of Our Continuing Operations
Revenue
Our clients’ demand for our services ultimately drives our revenues. We generate primarily all of our revenue, which is highly recurring, from fees for services provided from contracts across all solutions, which is primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). Our contracts typically have three to five-year terms for ongoing services with mutual renewal options. The majority of the Company’s revenue is recognized over time when control of the promised services is transferred, and the customers simultaneously receive and consume the benefits of our services. Payment terms are consistent with industry practice. We calculate growth rates for each of our solutions in relation to recurring revenues and revenues from project work. One of the components of our growth in recurring revenues is the increase in net commercial activity which reflects items such as client wins and losses (“Net Commercial Activity”). We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide. We use annual revenue retention rates as an important measure to manage our business. We calculate annual revenue retention on a gross basis by identifying the clients from whom we generated
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revenue in the prior year and determining what percentage of that revenue is generated from those same clients for the same solutions in the subsequent year.
Cost of Services, exclusive of Depreciation and Amortization
Cost of services, exclusive of depreciation and amortization includes compensation-related and vendor costs directly attributable to client-related services and costs related to application development and client-related infrastructure.
Depreciation and Amortization
Depreciation and amortization expenses include the depreciation and amortization related to our hardware, software and application development. Depreciation and amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware, software and application development.
Selling, General and Administrative
Selling, general and administrative expenses include compensation-related costs for administrative and management employees, system and facilities expenses, and costs for external professional and consulting services.
Depreciation and Intangible Amortization
Depreciation and intangible amortization expenses consist of charges relating to the depreciation of the property and equipment used in our business and the amortization of acquired customer-related and contract based intangible assets and technology related intangible assets. Depreciation and intangible amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware and other equipment as well as amortization expense associated with future acquisitions.
Goodwill impairment
Goodwill impairment consists of charges relating to Goodwill. We review goodwill for impairment annually on October 1st and more frequently if events or changes in circumstances indicate that an impairment may exist. If the carrying value of the reporting unit exceeds its fair value, the fair value of the reporting unit’s goodwill is calculated and an
impairment loss equal to the excess is recorded.
(Gain) Loss from Change in Fair Value of Financial Instruments
(Gain) loss from change in fair value of financial instruments includes the impact of the revaluation to fair value at the end of each reporting period for the Seller Earnouts contingent consideration and the Additional Seller Note.
(Gain) Loss from Change in Fair Value of Tax Receivable Agreement
(Gain) loss from change in fair value of Tax Receivable Agreement ("TRA") includes the impact of the revaluation to fair value at the end of each reporting period.
Interest Expense
Interest expense primarily includes interest expense related to our outstanding debt and is net of interest rate swap derivative gains recognized and interest income.
Other (Income) Expense, net
Other (income) expense, net includes non-operating expenses and income, including realized (gains) and losses from remeasurement of foreign currency transactions and Transition Services Agreement (the "TSA") income for providing various corporate services to the Divested Business.
Results of Continuing Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenue
Revenues were $511 million for the three months ended June 30, 2026 as compared to $528 million for the prior year period. The decrease of $17 million, or 3.2%, was driven by lower Net Commercial Activity, partially offset by higher project revenue. The Company continues to experience the impact from prior year client losses and lower bookings, which has impacted revenue growth and is expected to continue to impact revenue growth during the remainder of fiscal year 2026.
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Recurring revenues for the three months ended June 30, 2026 decreased by $21 million, or 4.3%, from $492 million in the prior year period to $471 million, primarily driven by lower Net Commercial Activity.
Cost of Services, exclusive of Depreciation and Amortization
Cost of services, exclusive of depreciation and amortization increased $12 million, or 3.7%, for the three months ended June 30, 2026 as compared to the prior year period and was primarily attributable to higher compensation expense.
Depreciation and Amortization
Depreciation and amortization expenses increased by $5 million, or 18.5%, as compared to the prior year period, primarily driven by capitalized software.
Selling, General and Administrative
Selling, general and administrative expenses decreased $21 million, or 16.2%, for the three months ended June 30, 2026 primarily driven by lower severance and other restructuring costs.
Depreciation and Intangible Amortization
Depreciation and intangible amortization expenses were consistent with the prior year period.
Goodwill Impairment
There was no goodwill impairment charge recognized for the three months ended June 30, 2026 as compared to the prior year period, where we identified a goodwill impairment in the Health Solutions reporting unit and recorded a $983 million non-cash impairment charge.
Change in Fair Value of Financial Instruments
There was no gain or loss related to the change in the fair value of financial instruments for the three months ended June 30, 2026 compared to a loss of $28 million for the prior year period. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14, "Financial Instruments" within the Condensed Consolidated Financial Statements for additional information.
Change in Fair Value of Tax Receivable Agreement
The change in the fair value of the TRA resulted in a gain of $46 million for the three months ended June 30, 2026, an increase of $69 million compared to a loss of $23 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.
Interest Expense
Interest expense increased $2 million for the three months ended June 30, 2026 as compared to the prior year period. The increase was due to higher interest expense net of swaps.
Other (Income) Expense, net
Under the terms of the TSA described in Note 4, "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company had provided technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. For the three months ended June 30, 2026, we recorded an immaterial amount of income for services performed under the TSA. For the three months ended June 30, 2025, we recorded $8 million for services performed under the TSA. TSA services income is recorded in Other (income) expense, net. The corresponding expenses were recognized in Cost of services, exclusive of depreciation and amortization, and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).
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Income (Loss) From Continuing Operations Before Taxes
Loss from continuing operations before taxes was $19 million for the three months ended June 30, 2026 as compared to loss from continuing operations before taxes of $1,076 million for the three months ended June 30, 2025. The decrease in loss was primarily attributable to a decrease in the non-cash goodwill impairment and the change in fair value of the TRA, partially offset by lower gross profit.
Income Tax Expense (Benefit)
Income tax benefit was $9 million for the three months ended June 30, 2026, as compared to an income tax benefit of $3 million for the prior year period. The effective tax rate of 47% for the three months ended June 30, 2026 was higher than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. The effective tax rate of 0% for the three months ended June 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items including non-deductible goodwill impairment. See Note 7, “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.
Results of Continuing Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenue
Revenues were $1,045 million for the six months ended June 30, 2026 as compared to $1,076 million for the prior year period. The decrease of $31 million, or 2.9%, was driven by lower Net Commercial Activity, partially offset by higher project revenue. The Company continues to experience the impact from prior year client losses and lower bookings, which has impacted revenue growth and is expected to continue to impact revenue growth during the remainder of fiscal year 2026.
Recurring revenues for the six months ended June 30, 2026 decreased by $43 million, or 4.2%, from $1,012 million in the prior year period to $969 million, primarily driven by lower Net Commercial Activity.
Cost of Services, exclusive of Depreciation and Amortization
Cost of services, exclusive of depreciation and amortization increased $8 million, or 1.2%, for the six months ended June 30, 2026 as compared to the prior year period and was primarily attributable to higher compensation expense.
Depreciation and Amortization
Depreciation and amortization expenses increased by $10 million, or 18.9%, as compared to the prior year period, primarily driven by capitalized software.
Selling, General and Administrative
Selling, general and administrative expenses decreased $20 million, or 8.5%, for the six months ended June 30, 2026 and were primarily driven by lower severance and other restructuring costs.
Depreciation and Intangible Amortization
Depreciation and intangible amortization expenses were consistent with the prior year period.
Goodwill Impairment
There was no goodwill impairment charge recognized for the six months ended June 30, 2026 as compared to the prior year period, where we identified a goodwill impairment in the Health Solutions reporting unit and recorded a $983 million non-cash impairment charge.
Change in Fair Value of Financial Instruments
There was no gain or loss related to the change in the fair value of financial instruments for the six months ended June 30, 2026 compared to a loss of $20 million for the prior year period. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14, "Financial Instruments" within the Condensed Consolidated Financial Statements for additional information.
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Change in Fair Value of Tax Receivable Agreement
The change in the fair value of the TRA resulted in a gain of $65 million for the six months ended June 30, 2026, an increase of $97 million compared to a loss of $32 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.
Interest Expense
Interest expense increased $4 million for the six months ended June 30, 2026 as compared to the prior year period. The increase was due to higher interest expense net of swaps and lower interest income.
Other (Income) Expense, net
Under the terms of the TSA described in Note 4, "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company had provided technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. For the six months ended June 30, 2026, we recorded $1 million of income for services performed under the TSA. For the six months ended June 30, 2025, we recorded $18 million for services performed under the TSA. TSA income is recorded in Other (income) expense, net. The corresponding expenses were recognized in Cost of services, exclusive of depreciation and amortization, and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).
Income (Loss) From Continuing Operations Before Taxes
Loss from continuing operations before taxes was $45 million for the six months ended June 30, 2026 as compared to loss from continuing operations before taxes of $1,096 million for the six months ended June 30, 2025. The decrease in loss was primarily attributable to the decrease in the non-cash goodwill impairment and the change in fair value of the TRA, partially offset by lower gross profit.
Income Tax Expense (Benefit)
Income tax benefit was $16 million for the six months ended June 30, 2026, as compared to an income tax benefit of $6 million for the prior year period. The effective tax rate of 36% for the six months ended June 30, 2026 was higher than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. The effective tax rate of 1% for the six months ended June 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items including non-deductible goodwill impairment. See Note 7, “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.
Non-GAAP Financial Measures
The presentation of non-GAAP financial measures is used to enhance our management and stakeholders understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. Management also uses supplemental non-GAAP financial measures to manage and evaluate the business, make planning decisions, allocate resources and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.
The measures referred to as “adjusted”, have limitations as analytical tools, and such measures should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Some of the limitations are:
•Measure does not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;
•Measure does not reflect our interest expense or the cash requirements to service interest or principal payments on our indebtedness;
•Measure does not reflect our tax expense or the cash requirements to pay our taxes, including payments related to the Tax Receivable Agreement;
•Measure does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
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•Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often need to be replaced in the future, and the adjusted measure does not reflect any cash requirements for such replacements; and
•Other companies may calculate adjusted measures differently, limiting its usefulness as a comparative measure.
Adjusted Net Income From Continuing Operations and Adjusted Diluted Earnings Per Share From Continuing Operations
Adjusted Net Income From Continuing Operations, which is defined as net income (loss) from continuing operations attributable to Alight, Inc., adjusted for intangible amortization and the impact of certain non-cash items, including goodwill impairment charges, that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per Share From Continuing Operations.
Adjusted Diluted Earnings Per Share From Continuing Operations is defined as Adjusted Net Income From Continuing Operations divided by the adjusted weighted-average number of shares of common stock, diluted. The adjusted weighted shares calculation assumes the full exchange of the non-controlling interest units and the full amount of non-vested time-based restricted units that were determined to be antidilutive and therefore excluded from the U.S. GAAP diluted earnings per share. Adjusted Diluted Earnings Per Share From Continuing Operations, including the adjusted weighted-average number of shares, is used by us and our investors to evaluate our core operating performance and to benchmark our operating performance against our competitors.
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A reconciliation of Adjusted Net Income (Loss) From Continuing Operations and the computation of Adjusted Diluted Earnings Per Share From Continuing Operations is as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except share and per share amounts) 2026 2025 2026 2025
Numerator:
Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1) $ (10) $ (1,072) $ (29) $ (1,089)
Conversion of noncontrolling interest — (1) — (1)
Intangible amortization 70 70 140 141
Share-based compensation 7 5 11 11
Transaction and integration expenses (2) 3 5 7 8
Restructuring 16 36 28 40
(Gain) Loss from change in fair value of financial instruments — 28 — 20
(Gain) Loss from change in fair value of tax receivable agreement (46) 23 (65) 32
Goodwill impairment and other (3) 2 984 3 985
Tax effect of adjustments (4) (16) (22) (34) (39)
Adjusted Net Income From Continuing Operations $ 26 $ 56 $ 61 $ 108
Denominator:
Weighted average shares outstanding - basic 26,351,020 26,423,496 26,294,427 26,518,940
Dilutive effect of the exchange of noncontrolling interest units — — — —
Dilutive effect of RSUs — — — —
Weighted average shares outstanding - diluted 26,351,020 26,423,496 26,294,427 26,518,940
Exchange of noncontrolling interest units(5) 24,217 25,505 24,217 25,505
Impact of unvested RSUs(6) 2,146,325 370,259 2,146,325 370,259
Adjusted shares of Class A Common Stock outstanding - diluted(7)(8) 28,521,562 26,819,260 28,464,969 26,914,704
Basic (Net Loss) Earnings Per Share From Continuing Operations $ (0.38) $ (40.57) $ (1.10) $ (41.06)
Diluted (Net Loss) Earnings Per Share From Continuing Operations $ (0.38) $ (40.57) $ (1.10) $ (41.06)
Adjusted Diluted Earnings Per Share From Continuing Operations $ 0.91 $ 2.09 $ 2.14 $ 4.01
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(1)Excludes the impact of discontinued operations.
(2)Transaction and integration expenses primarily relate to acquisitions and divestiture activities.
(3)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.
(4)Income tax effects have been calculated based on statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement.
(5)Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement.
(6)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.
(7)Excludes two tranches of contingently issuable seller earnout shares: (i) 0.4 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$250.00 for any 20 trading days within a consecutive period of 30 trading days; (ii) 0.4 million shares will be issued if the Company's Class A Common Stock VWAP is >$300.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.
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(8)Excludes approximately 1.9 million and 0.3 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance and market conditions as of June 30, 2026 and 2025, respectively.
Adjusted EBITDA From Continuing Operations and Adjusted EBITDA Margin From Continuing Operations
Adjusted EBITDA From Continuing Operations is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items, including goodwill impairments, that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Net Income (Loss) From Continuing Operations $ (10) $ (1,073) $ (29) $ (1,090)
Interest expense 24 22 48 44
Income tax expense (benefit) (9) (3) (16) (6)
Depreciation 35 30 69 60
Intangible amortization 70 70 140 141
EBITDA From Continuing Operations 110 (954) 212 (851)
Share-based compensation 7 5 11 11
Transaction and integration expenses (1) 3 5 7 8
Restructuring 16 36 28 40
(Gain) Loss from change in fair value of financial instruments — 28 — 20
(Gain) Loss from change in fair value of tax receivable agreement (46) 23 (65) 32
Goodwill impairment and other (2) 2 984 3 985
Adjusted EBITDA From Continuing Operations (3) $ 92 $ 127 $ 196 $ 245
Revenue $ 511 $ 528 $ 1,045 $ 1,076
Adjusted EBITDA Margin From Continuing Operations (4) 18.0 % 24.1 % 18.8 % 22.8 %
(1)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(2)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.
(3)Adjusted EBITDA excludes the impact of discontinued operations.
(4)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.
Employer Solutions Results of Operations for the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Revenue Disaggregation
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Employer Solutions Revenue
Recurring $ 471 $ 492 $ 969 $ 1,012
Project 40 36 76 64
Total Employer Solutions Revenue $ 511 $ 528 $ 1,045 $ 1,076
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Employer Solutions revenue was $511 million for the three months ended June 30, 2026 as compared to $528 million for the prior year period. The overall decrease of $17 million was primarily driven by decreases in Net Commercial Activity, partially offset by an increase in project revenue.
Employer Solutions revenue was $1,045 million for the six months ended June 30, 2026 as compared to $1,076 million for the prior year period. The overall decrease of $31 million was primarily driven by decreases in Net Commercial Activity, partially offset by an increase in project revenue.
Gross Profit to Adjusted Gross Profit Reconciliation for the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Adjusted gross profit is defined as revenue less cost of services adjusted for depreciation, amortization and share-based compensation. Adjusted gross profit margin percent is defined as adjusted gross profit divided by revenue. Management uses adjusted gross profit and adjusted gross profit margin percent as key measures in making financial, operating and planning decisions and in evaluating our performance. We believe that presenting adjusted gross profit and adjusted gross profit margin percent is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods.
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Gross Profit $ 142 $ 176 $ 298 $ 347
Add: stock-based compensation 2 2 4 5
Add: depreciation and amortization 32 27 63 53
Adjusted Gross Profit 176 $ 205 $ 365 $ 405
Gross Profit Margin 27.8 % 33.3 % 28.5 % 32.2 %
Adjusted Gross Profit Margin 34.4 % 38.8 % 34.9 % 37.6 %
Employer Solutions gross profit was $142 million for the three months ended June 30, 2026 compared to $176 million for the prior year period. The decrease of $34 million was primarily driven by lower revenues. Employer Solutions adjusted gross profit decreased $29 million for the three months ended June 30, 2026 to $176 million from $205 million in the prior year period, primarily driven by lower revenues.
Employer Solutions gross profit was $298 million for the six months ended June 30, 2026 compared to $347 million for the prior year period. The decrease of $49 million was driven by lower revenues. Employer Solutions adjusted gross profit decreased $40 million for the six months ended June 30, 2026 to $365 million from $405 million in the prior year period, primarily driven by lower revenues.
Free Cash Flow Reconciliation
Free Cash Flow is defined as cash provided by operating activities net of capital expenditures. Management believes that free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments and for certain other activities such as dividends and stock repurchases.
Six Months Ended
(in millions) June 30, 2026 June 30, 2025
Non-GAAP free cash flow reconciliation:
Cash provided by operating activities - continuing operations $ 152 $ 159
Capital expenditures (51) (57)
Non-GAAP free cash flow $ 101 $ 102
Cash provided by operating activities - continuing operations was $152 million for the six months ended June 30, 2026 as compared to $159 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities - continuing operations was primarily due to lower gross profit partially offset by changes in our net working capital requirements.
Free cash flow was $101 million for the six months ended June 30, 2026 and was consistent with the prior year period primarily due to a decrease in cash provided from operations, offset by lower capital expenditures.
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LIQUIDITY AND CAPITAL RESOURCES
Executive Summary
Our primary sources of liquidity include our existing cash and cash equivalents, cash flows from operations and availability under our revolving credit facility. Our primary uses of liquidity are operating expenses, funding of our debt requirements and capital expenditures.
We believe that our available cash and cash equivalents, cash flows from operations and availability under our revolving credit facility will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, payments on our TRA and anticipated working capital requirements for the foreseeable future. We will continue to closely monitor and proactively manage our liquidity position in consideration of the evolving economic outlook and changing interest rate environment.
Indebtedness
As of June 30, 2026, we had outstanding long-term debt in the form of term loans for an aggregate principal amount of $1,976 million, which will mature in 2028. In addition, we have a $330 million revolving credit facility with a maturity date of May 31, 2030. As of June 30, 2026, no amounts were borrowed or outstanding under our revolving credit facility agreement.
Share Repurchases
In August 2022, we established a repurchase program allowing for authorized share repurchases. Repurchases may be conducted through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including pursuant to Rule 10b5-1 trading plans. The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The stock repurchase program does not obligate Alight to acquire any amount of common stock, and the program may be suspended or terminated at any time by Alight at its discretion without prior notice. The Company's 1-for-20 Reverse Stock Split, effective June 30, 2026, did not impact the total dollar amount of remaining share repurchase authorization under the program.
During the three and six months ended June 30, 2026, the Company did not repurchase any shares of Class A Common Stock. As of June 30, 2026, the total remaining amount authorized for repurchase was $216 million.
Cash Dividends
On February 19, 2026, the Company announced it replaced its cash dividend on its Class A common stock, par value $0.0001 per share, with other capital allocation activities, including deleveraging the balance sheet and continuing our share repurchase program, subject to market and other conditions.
Cash on our balance sheet includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown in Fiduciary assets on the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, with a corresponding amount in Fiduciary liabilities. Fiduciary funds are not used for general corporate purposes and are not a source of liquidity for us.
The following table provides a summary of cash flows from continuing operating, investing, and financing activities for the periods presented.
Six Months Ended June 30,
(in millions) 2026 2025
Cash provided by operating activities - continuing operations $ 152 $ 159
Cash provided by (used in) investing activities - continuing operations (51) (57)
Cash used in financing activities - continuing operations (173) (242)
Operating Activities
Cash provided by operating activities was $152 million for the six months ended June 30, 2026 as compared to $159 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities was primarily due to lower gross profit partially offset by changes in our net working capital requirements.
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Investing Activities
Cash used in investing activities was $51 million for the six months ended June 30, 2026 as compared to cash used in investing activities of $57 million for the six months ended June 30, 2025. The decrease in cash used in investing activities was primarily driven by lower capital expenditures.
Financing Activities
Cash used in financing activities for the six months ended June 30, 2026 was $173 million as compared to cash used in financing activities of $242 million for the six months ended June 30, 2025. The primary drivers of cash used in financing activities for the six months ended June 30, 2026 were $136 million of TRA payments, a $15 million net decrease in fiduciary liabilities, $9 million of finance lease payments and $10 million of debt repayments. The decrease in fiduciary cash was primarily due to timing of client funding and subsequent disbursement of payments.
Cash, Cash Equivalents and Fiduciary Assets
At June 30, 2026, our cash and cash equivalents were $215 million, a decrease of $58 million from December 31, 2025. Of the total balances of cash and cash equivalents as of June 30, 2026 and December 31, 2025, none of the balances were restricted as to use.
Some of our client agreements require us to hold funds on behalf of clients to pay obligations on their behalf. The levels of Fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the amounts from clients and make payments on their behalf. Such funds are not available to service our debt or for other corporate purposes. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. We are entitled to retain investment income earned on fiduciary funds, when investment strategies are deployed, in accordance with industry custom and practice, which has historically been immaterial. In our Condensed Consolidated Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our continuing operations Fiduciary assets included cash of $233 million and $248 million at June 30, 2026 and December 31, 2025, respectively.
Other Liquidity Matters
Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. For further information, see the “Risk Factors” section within Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026.
Tax Receivable Agreement
In connection with the Business Combination, we entered into the TRA with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA.
Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. During the first quarter of 2026, the Company received an Objection Notice from the TRA Party Representative with respect to certain methodology used to prepare a portion of the Tax Benefit Schedule that calculates our 2026 Tax Benefit Payments to the TRA Parties (all capitalized terms as defined in the TRA). The Company disagrees with the TRA Party Representative’s assertions and is proceeding through the dispute mechanisms as set forth in the TRA agreement. During the six months ended June 30, 2026, consistent with the TRA agreement, the Company paid $136 million, representing what it considered the undisputed amount. The Company is vigorously contesting the TRA Party Representative's assertions in the Objection Notice. If the TRA Party Representative nonetheless prevails in its position or the Company resolves the dispute consensually, the Company currently estimates that a resolution could increase the 2026 Tax Benefit Payments by up to $40 million above the undisputed amount paid during the six months ended June 30, 2026, plus interest as further detailed in the TRA. The Objection Notice does not address the Company's current 2027 Tax Benefit Payments estimate.
Contractual Obligations and Commitments
Our material contractual obligations include debt, non-cancellable contractual service, purchase obligations and lease obligations. For additional information regarding debt and non-cancellable contractual service and purchases
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obligations, see the Condensed Consolidated Financial Statements within Item 1 of this Quarterly Report on Form 10-Q, Note 8, “Debt”, and Note 19, “Commitments and Contingencies”.
On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. Effective April 1, 2025, the Company executed Amendment No. 2 which adjusted the mix of services provided by Wipro. Effective January 25, 2026, the Company executed Amendment No. 5 to extend the agreement through August 31, 2029. The Company may terminate certain elements of its arrangement with Wipro for cause or for the Company’s convenience with no penalty prior to August 31, 2029. If an unconsumed portion of the obligation remains after August 31, 2029, then the Company shall satisfy the obligation by paying Wipro the remaining unconsumed portion by September 30, 2029. Following the amendments, the Company’s expected remaining cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $50 million, $75 million, and $37 million for the remainder of 2026 and the years ended 2027 and 2028, respectively, and none thereafter, totaling $162 million.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes from the Critical Accounting Estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to "Critical Accounting Estimates" described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our Annual Report.